-----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, EFtC1ZvYYRzZJvNPdscjs+92PDN5JjtotI2e0IQbrC8L6/Lm3XLRcqaSiO04exo1 gPcyPHohkKYomOXHBxz56g== 0000950144-01-509339.txt : 20020411 0000950144-01-509339.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950144-01-509339 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011115 EFFECTIVENESS DATE: 20011115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73440 FILM NUMBER: 1793113 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234638 MAIL ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 S-8 1 g72551s-8.txt FIRST TENNESSEE NATIONAL CORPORATION As filed with the Securities and Exchange Commission on November 15, 2001 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST TENNESSEE NATIONAL CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 62-0803242 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-4444 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) FIRST TENNESSEE NATIONAL CORPORATION 2002 BANK DIRECTOR AND ADVISORY BOARD MEMBER DEFERRAL PLAN (Full title of plan) HARRY A. JOHNSON, III EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-5624 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copy to: CLYDE A. BILLINGS, JR. SENIOR VICE PRESIDENT & COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TN 38103 (901) 523-5679 CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities to Amount to Offering Price Aggregate Offering Registration be Registered be Registered per Share(1) Price(1) Fee(1) - ------------------------------------------------------------------------------------------------- Common Stock and Associated Rights 200,000 $35.52 $7,104,000 $1,776 =================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and low prices reported on the New York Stock Exchange for Registrant's stock on November 9, 2001. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by First Tennessee National Corporation ("FTNC" or the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and Amendment No.1 thereto on Form 10-K/A, filed June 28, 2001. (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001. (c) The description of Registrant's common stock contained in Registrant's registration statement on Form 8-A, filed July 26, 1999, and any amendment or report filed for the purpose of updating such description. (d) The description of Registrant's shareholder protection rights contained in Registrant's registration statement on Form 8-A, filed October 23, 1998, and any amendment or report filed for the purpose of updating such description. All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities This item is not applicable. Item 5. Interests of Named Experts and Counsel The validity of original issue shares of $0.625 par value common stock of Registrant to be issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr., Senior Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of FTNC common stock and holds options to purchase such shares in an amount deemed substantial by securities regulations. On November 1, 2001, the number of shares, including options, beneficially owned by Mr. Billings was approximately 54,500 shares. Item 6. Indemnification of Directors and Officers Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted the provisions of the Tennessee statute pursuant to Article Six of its Bylaws. Also FTNC has a "Directors' and Officers' Liability Insurance Policy" which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. II-1 Tennessee Code Annotated, Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. FTNC has adopted the provisions of the statute as Article 13 of its charter. The shareholders of FTNC have approved an amendment to Article Six of the Bylaws pursuant to which FTNC is required to indemnify each director and any officers designated by the Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers. Item 7. Exemption from Registration Claimed This item is not applicable. Item 8. Exhibits 4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i) to FTNC's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit 3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference. 4(c) Shareholder Protection Rights Agreement, dated as of October 20, 1998, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's registration statement on Form 8-A, filed October 23, 1998 and incorporated herein by reference. 5 Opinion of Clyde A. Billings, Jr. as to legality. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above). 24 Powers of Attorney.
Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any fact or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; Notwithstanding the foregoing, II-2 any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis and State of Tennessee, on November 15, 2001 FIRST TENNESSEE NATIONAL CORPORATION By: Elbert L. Thomas, Jr. ---------------------------------------- Elbert L. Thomas, Jr. Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- Ralph Horn* Chairman of the Board November 15, 2001 - ------------------------------ and Chief Executive Officer Ralph Horn (principal executive officer) and a Director Elbert L. Thomas, Jr.* Executive Vice President November 15, 2001 - ------------------------------ and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen* Senior Vice President and November 15, 2001 - ------------------------------ Corporate Controller (principal James F. Keen accounting officer) Robert C. Blattberg* Director November 15, 2001 - ------------------------------ Robert C. Blattberg Carlos H. Cantu* Director November 15, 2001 - ------------------------------ Carlos H. Cantu George E. Cates* Director November 15, 2001 - ------------------------------ George E. Cates J. Kenneth Glass* Director November 15, 2001 - ------------------------------ J. Kenneth Glass James A. Haslam, III* Director November 15, 2001 - ------------------------------ James A. Haslam, III John C. Kelley, Jr.* Director November 15, 2001 - ------------------------------ John C. Kelley, Jr. R. Brad Martin* Director November 15, 2001 - ------------------------------ R. Brad Martin
II-4 Joseph Orgill, III* Director November 15, 2001 - ------------------------------ Joseph Orgill, III Vicki R. Palmer* Director November 15, 2001 - ------------------------------ Vicki R. Palmer Michael D. Rose* Director November 15, 2001 - ------------------------------ Michael D. Rose William B. Sansom* Director November 15, 2001 - ------------------------------ William B. Sansom Luke Yancy, III* Director November 15, 2001 - ------------------------------ Luke Yancy, III By: Clyde A. Billings, Jr. November 15, 2001 -------------------------- Clyde A. Billings, Jr. *As Attorney-in-Fact
II-5 EXHIBIT INDEX
Exhibit Table No. - ----------------- 4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i) to FTNC's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 4(b) Bylaws of FTNC, as amended and restated, attached as Exhibit 3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference. 4(c) Shareholder Protection Rights Agreement, dated as of October 20, 1998, between FTNC and First Tennessee Bank National Association as Rights Agent, attached as Exhibit 1 to FTNC's Registration Statement on Form 8-A, filed October 23, 1998 and incorporated herein by reference. 5 Opinion of Clyde A. Billings, Jr. as to legality. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Clyde A. Billings, Jr. (included in opinion filed as Exhibit 5). 24 Powers of Attorney.
EX-5 3 g72551ex5.txt OPINION OF CLYDE A. BILLINGS, JR Exhibit 5 Clyde A. Billings, Jr. Senior Vice President and Counsel November 15, 2001 Board of Directors First Tennessee National Corporation 165 Madison Avenue Memphis, TN 38103 Lady and Gentlemen: I have acted as counsel to First Tennessee National Corporation, a Tennessee corporation (the "Company"), in connection with the registration on Form S-8, Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of 200,000 shares of common stock, par value $0.625 per share, of the Company ( the "Shares") and associated stock purchase rights (the "Rights") to be issued pursuant to the Shareholder Protection Rights Agreement dated as of October 20, 1998 (the "Rights Agreement") between the Company and First Tennessee Bank National Association, as Rights Agent (the "Rights Agent"). The Shares may be issued from authorized but unissued shares to directors of certain bank subsidiaries and advisory board members of a bank subsidiary of the Company upon the valid exercise of stock options that may be granted to them pursuant to the terms of the First Tennessee National Corporation 2002 Bank Director and Advisory Board Member Deferral Plan (the "Plan"). I have examined the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that: 1. 200,000 Shares have been duly authorized for issuance pursuant to the terms of the Plan, which Plan has been duly adopted. 2. Shares subject to options which are granted pursuant to the terms of Plan will, when issued pursuant to the terms of the Plan, be validly issued, fully paid and non-assessable. 3. When such Shares have been validly issued, the rights attributable to such Shares will be validly issued. 1 In connection with my opinion set forth in paragraph 3 above, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, Clyde A. Billings, Jr. -------------------------------------------- Clyde A. Billings, Jr. First Tennessee National Corporation 165 Madison Avenue, 3rd Floor Memphis, TN 38103 Phone: (901) 523-5679 Fax: (901) 523-4248 cabillings@ftb.com 2 EX-23.A 4 g72551ex23-a.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference into the registration statement (on Form S-8) pertaining to the First Tennessee National Corporation 2002 Bank Director and Advisory Board Member Deferral Plan of our report dated January 16, 2001, incorporated by reference in First Tennessee National Corporation's Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Memphis, Tennessee November 15, 2001 EX-24 5 g72551ex24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES F. KEEN, CLYDE A. BILLINGS, JR., and MILTON A. GUTELIUS, JR., jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, by First Tennessee National Corporation ("Corporation") relating to the issuance of 200,000 shares of the Corporation's Common Stock, par value $0.625 per share, pursuant to the First Tennessee National Corporation 2002 Bank Director and Advisory Board Member Deferral Plan ("Plan") and, further, to execute and sign any and all pre-effective and post-effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date - --------- ----- ---- Ralph Horn Chairman of the Board November 15, 2001 - ------------------------------ and Chief Executive Officer Ralph Horn and a Director (principal executive officer) Elbert L. Thomas, Jr. Executive Vice President November 15, 2001 - ------------------------------ and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen Senior Vice President and November 15, 2001 - ------------------------------ Corporate Controller (principal James F. Keen accounting officer) Robert C. Blattberg Director November 15, 2001 - ------------------------------ Robert C. Blattberg Carlos H. Cantu Director November 15, 2001 - ------------------------------ Carlos H. Cantu
Page 1 of 2 George E. Cates Director November 15, 2001 - ------------------------------ George E. Cates J. Kenneth Glass Director November 15, 2001 - ------------------------------ J. Kenneth Glass James A. Haslam, III Director November 15, 2001 - ------------------------------ James A. Haslam, III John C. Kelley, Jr. Director November 15, 2001 - ------------------------------ John C. Kelley, Jr. R. Brad Martin Director November 15, 2001 - ------------------------------ R. Brad Martin Joseph Orgill, III Director November 15, 2001 - ------------------------------ Joseph Orgill, III Vicki R. Palmer Director November 15, 2001 - ------------------------------ Vicki R. Palmer Michael D. Rose Director November 15, 2001 - ------------------------------ Michael D. Rose William B. Sansom Director November 15, 2001 - ------------------------------ William B. Sansom Luke Yancy, III Director November 15, 2001 - ------------------------------ Luke Yancy, III
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