-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwNLewaP7/CwpqeZJuVQaOedtO/DEO5uCLmEnXGfy27ggB4zfJSt1ZM7okYXXYDT ZWDyw7LiMSHf3RCJdSnwWw== 0000950144-00-002816.txt : 20000302 0000950144-00-002816.hdr.sgml : 20000302 ACCESSION NUMBER: 0000950144-00-002816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620201385 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15185 FILM NUMBER: 557805 BUSINESS ADDRESS: STREET 1: PO BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101 BUSINESS PHONE: 9015234638 MAIL ADDRESS: STREET 1: P O BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 8-K 1 FIRST TENNESSEE NATIONAL CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) - February 28, 2000 FIRST TENNESSEE NATIONAL CORPORATION (Exact Name of Registrant as Specified in Charter) TENNESSEE 000-4491 62-0803242 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code - (901) 523-4444 2 ITEM 5. OTHER EVENTS. On February 28, 2000 the Company issued a press release, announcing revised earnings for 1999 and the earnings outlook for 2000. A copy of the press release, which is attached as Exhibit 99, is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibits are filed herewith:
Exhibit Number Description ------------------ ------------------------------------------ 99 Press Release, dated February 28, 2000.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST TENNESSEE NATIONAL CORPORATION Date: February 29, 2000 By: /s/ ELBERT L. THOMAS, JR. ------------------------------------ Name: Elbert L. Thomas, Jr. Title: Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description - -------- --------------------------------------------------- 99 Press Release, dated February 28, 2000.
EX-99 2 PRESS RELEASE DATED 2/28/00 1 EXHIBIT 99 (FIRST TENNESSEE LOGO) News Release Release: Immediate Date: February 28, 2000 Financial Information: Media Information: Investor Relations: --------------------- ------------------ ------------------- Teresa Rosengarten Kim Cherry Marty Mosby (901) 523-4161 (901) 523-4726 (901) 523-5620 FIRST TENNESSEE ANNOUNCES REVISED EARNINGS FOR 1999 AND EARNINGS OUTLOOK FOR 2000 Revision to 1999 Earnings First Tennessee National Corporation announced today that it has revised previously reported 1999 earnings. Following a recent regulatory review, First Tennessee has changed its accounting treatment of two fourth quarter transactions related to mortgage loans held for sale at FT Mortgage Companies. This change in accounting treatment resulted in a $12.3 million decrease in 1999 pre-tax earnings. As a result, diluted earnings per share was revised from $1.91 to $1.85 with corresponding return on equity and return on assets of 20.9 percent and 1.33 percent, respectively. Adjustments to 2000 Outlook Over the last several months, there have been various market factors which have adversely impacted the profitability of mortgage banking and capital markets. While the effect of these factors has been historically short-term in nature, in the current economic climate they could have a more prolonged effect. The primary factor impacting mortgage banking and capital markets has been the persistent, rapid rise in interest rates and the strong universal expectation in the market that this trend will continue. As a result, mortgage banking has been unfavorably impacted by decreased loan originations and pricing pressures (especially related to wholesale originations) and other factors relating to the 2 secondary marketing process. This expected trend in interest rates has continued to affect the level and mix of securities demanded by capital markets' customers even though Y2K concerns have passed. Therefore, first quarter 2000 earnings are likely to be below the comparable first quarter 1999 results which benefitted from record originations primarily related to the refinancing boom and strong demand for securities from capital markets' bank customers. Diluted earnings per share are currently estimated to be $.09 to $.12 below last year's diluted earnings per share of $.40. This includes an approximate $5 million loss from planned sales of certain mortgage loans originated prior to this recent rise in interest rates. The anticipated continuation of trends in mortgage banking and capital markets through at least mid-year, the impact of the projected first quarter's earnings decrease, and current expectations as to economic conditions should have an adverse impact on earnings for the full year, decreasing our estimated diluted earnings per share growth rate to between approximately 8 percent and 10 percent over the revised $1.85 in 1999. General Information First Tennessee, headquartered in Memphis, Tennessee, is a nationwide, diversified financial services institution and is one of the 50 largest bank holding companies in the United States in asset size and market capitalization. Banking and other financial services are provided through the regional banking group and three national lines of business: FT Mortgage Companies, First Tennessee Capital Markets, and transaction processing. Transaction processing includes credit card merchant processing, express processing (check clearing and remittance processing) and MONEY BELT(R) (our automated teller machine network). The corporation's common stock is traded on the New York Stock Exchange under the symbol FTN. It is listed in the financial section of most newspapers as FstTN Ntl and is included in the Standard & Poor's MidCap 400 index. More information is available at First Tennessee's website at www.firsttennessee.com. 3 Forward-Looking Information This press release contains forward-looking statements involving significant inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include changing general economic and financial market conditions and competition, ability to execute its' business plans, items already mentioned in this press release, and other factors described in our recent filings with the Securities and Exchange Commission. First Tennessee disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events or developments. -----END PRIVACY-ENHANCED MESSAGE-----