Back to GetFilings.com
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
- or -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from __________ to__________
Commission File Number 0-4491
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 Number)
165 Madison Avenue, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: 901-523-5630
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
$1.25 Par Value Common Capital Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X YES NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
-----
At February 23, 1996, the aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant was approximately $2.05
billion.
At February 23, 1996, the registrant had 67,314,733 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Shareholders for the year ended 12/31/95
- Parts I, II, and IV.
2. Portions of Proxy Statement furnished to shareholders in connection
with Annual Meeting of Shareholders scheduled for 4/16/95 - Part III.
2
PART I
ITEM 1
BUSINESS
General.
First Tennessee National Corporation (the "Corporation") is a
Tennessee corporation incorporated in 1968 and registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended. At December
31, 1995, the Corporation had total assets of $12.1 billion and ranked first in
terms of total assets among Tennessee-headquartered bank holding companies and
ranked 50th nationally.
Through its principal subsidiary, First Tennessee Bank National
Association (the "Bank"), and its other banking and banking-related
subsidiaries, the Corporation provides a broad range of financial services.
The Corporation is primarily engaged in the commercial banking business.
Significant operations are, however, conducted in mortgage banking and the bond
division, which are described in more detail in the response to Item 7 of Part
II hereof and Note 18 to the Consolidated Financial Statements. During 1995
approximately 44% of revenues were provided by net interest income and
approximately 56% of revenues were provided by fee income-based business lines.
As a bank holding company, the Corporation coordinates the financial resources
of the consolidated enterprise and maintains systems of financial, operational
and administrative control that allows coordination of selected policies and
activities.
The Bank is a national banking association with principal offices in
Memphis, Tennessee. It received its charter in 1864 and operates primarily on
a regional basis. During 1995 it generated gross revenue of approximately
$845.5 million and contributed 97.5% of consolidated net income from continuing
operations. At December 31, 1995, the Bank had $11.1 billion in total assets,
$7.8 billion in total deposits, and $7.5 billion in net loans. Within the
State of Tennessee on December 31, 1995, it ranked first among banks in terms
of total assets and deposits. Nationally, it ranked 63rd in terms of total
assets as of September 30, 1995. On December 31, 1995, the Corporation's
subsidiary banks had 232 banking locations in 20 Tennessee counties, including
all of the major metropolitan areas of the state, 11 banking locations in
Mississippi and 4 banking locations in Arkansas. Subsidiaries of the Bank at
December 31, 1995, provided mortgage banking services through approximately 145
offices in 28 states.
An element of the Corporation's business strategy is to seek
acquisitions that would enhance long-term shareholder value. The Corporation
has an acquisitions department charged with this responsibility which is
constantly reviewing and developing opportunities to achieve this element of
the Corporation's strategy. Acquisitions which closed during the past three
years are described in Note 2 to the Consolidated Financial Statements
contained in the Corporation's 1995 Annual Report to Shareholders (the "1995
Annual Report"), which note is incorporated herein by reference.
The Corporation provides the following services through its
subsidiaries:
- general banking services for consumers, small businesses,
corporations, financial institutions, and governments
- mortgage banking services
- bond division--primarily sales and underwriting of
bank-eligible securities and mortgage loans and advisory
services
- trust, fiduciary, and agency services
- nationwide check clearing services
- credit card products
- merchant credit card and automated teller machine transaction
processing
- discount brokerage, brokerage, venture capital, equipment
finance and credit life insurance
- investment and financial advisory services
- mutual fund sales as agent
- check processing software and systems.
3
All of the Corporation's subsidiaries are listed in Exhibit 21. The
Bank has filed notice with the Comptroller of the Currency ("Comptroller") as a
government securities broker/dealer. The bond division of the Bank is
registered with the Securities and Exchange Commission ("SEC") as a municipal
securities dealer with offices in Memphis and Knoxville, Tennessee; Mobile,
Alabama; Overland Park, Kansas; and Dallas, Texas. The subsidiary banks are
supervised and regulated as described below. Highland Capital Management Corp.
is registered with the SEC as an investment adviser. Hickory Venture Capital
Corporation is licensed as a Small Business Investment Company. First
Tennessee Brokerage, Inc. is registered with the SEC as a broker-dealer.
Expenditures for research and development activities were not material
for the years 1993, 1994 or 1995.
Neither the Corporation nor any of its significant subsidiaries is
dependent upon a single customer or very few customers.
At December 31, 1995, the Corporation and its subsidiaries had
approximately 7,476 full-time-equivalent employees, not including contract
labor for certain services, such as guard and house-keeping.
Supervision and Regulation.
The Corporation is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "BHCA"), and is registered
with the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"). The Corporation is required to file with the Board annual reports and
such additional information as the Board may require pursuant to the Act. The
Board may also make examinations of the Corporation and its subsidiaries. The
following summary of the Act and of the other acts described herein is
qualified in its entirety by express reference to each of the particular acts.
General
As a bank holding company, the Corporation is subject to the
regulation and supervision of the Federal Reserve Board under the
BHCA. Under the BHCA, bank holding companies may not in general
directly or indirectly acquire the ownership or control of more than
5% of the voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal
Reserve Board. The BHCA also restricts the types of activities in
which a bank holding company and its subsidiaries may engage.
Generally, activities are limited to banking and activities found by
the Federal Reserve Board to be so closely related to banking as to be
a proper incident thereto.
In addition, the BHCA permits the Federal Reserve Board to
approve an application by a bank holding company to acquire a bank
located outside the acquiror's principal state of operations without
regard to whether the transaction is prohibited under state law. See
" --Interstate Act." Effective September 29, 1995, the Tennessee Bank
Structure Act of 1974 was amended to, among other things, prohibit
(subject to certain exceptions) a bank holding company from acquiring
a bank for which the home state is Tennessee (a "Tennessee bank") if,
upon consummation, the company would directly or indirectly control
30% or more of the total deposits in insured depository institutions
in Tennessee. As of September 30, 1995, the Corporation estimates
that it held approximately 17% of such deposits. Subject to certain
exceptions, the Tennessee Bank Structure Act prohibits a bank holding
company from acquiring a bank in Tennessee which has been in operation
for less than five years. Tennessee law permits a Tennessee Bank to
establish branches in any county in Tennessee. Management cannot
predict the extent to which the business of the Corporation and its
subsidiaries may be affected by recent federal and Tennessee
legislation relating to interstate and intrastate acquisitions and
branching activities.
The Corporation's subsidiary banks (the "Subsidiary Banks")
are subject to supervision and examination by applicable federal and
state banking agencies. The Bank, First National Bank of Springdale,
Springdale, Arkansas, and First Tennessee Bank National Association
Mississippi, Southaven, Mississippi, are national banking associations
subject to regulation and supervision by the Comptroller as their
primary federal regulator. The remaining Subsidiary Banks are
Cleveland Bank and Trust Company, Cleveland, Tennessee, and Peoples and
2
4
Union Bank, Lewisburg, Tennessee, which are Tennessee state-chartered
banks and Peoples Bank, Senatobia, Mississippi, and Planters Bank,
Tunica, Mississippi, which are Mississippi state-chartered banks,
none of which are members of the Federal Reserve System, and therefore
are subject to the regulations of and supervision by the Federal
Deposit Insurance Corporation (the "FDIC") as well as state banking
authorities. In addition, all of the Subsidiary Banks are insured by,
and subject to regulation by, the FDIC. The Subsidiary Banks are also
subject to various requirements and restrictions under federal and
state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be
granted and the interest that may be charged thereon and limitations
on the types of investments that may be made, activities that may be
engaged in, and types of services that may be offered. Various
consumer laws and regulations also affect the operations of the
Subsidiary Banks. In addition to the impact of regulation, commercial
banks are affected significantly by the actions of the Federal Reserve
Board as it attempts to control the money supply and credit
availability in order to influence the economy.
Payment of Dividends
The Corporation is a legal entity separate and distinct from
its banking and other subsidiaries. The principal source of cash flow
of the Corporation, including cash flow to pay dividends on its stock
or principal (premium, if any) and interest on debt securities, is
dividends from the Subsidiary Banks. There are statutory and
regulatory limitations on the payment of dividends by the Subsidiary
Banks to the Corporation, as well as by the Corporation to its
shareholders.
Each Subsidiary Bank that is a national bank is required by
federal law to obtain the prior approval of the Comptroller for the
payment of dividends if the total of all dividends declared by the
board of directors of such Subsidiary Bank in any year will exceed the
total of (i) its net profits (as defined and interpreted by
regulation) for that year plus (ii) the retained net profits (as
defined and interpreted by regulation) for the preceding two years,
less any required transfers to surplus. A national bank also can pay
dividends only to the extent that retained net profits (including the
portion transferred to surplus) exceed bad debts (as defined by
regulation).
State-chartered banks are subject to varying restrictions on
the payment of dividends under applicable state laws. Tennessee law
imposes dividend restrictions on Tennessee state banks substantially
similar to those imposed under federal law on national banks, as
described above. Mississippi law prohibits Mississippi state banks
from declaring a dividend without the prior written approval of the
Mississippi Banking Commissioner.
If, in the opinion of the applicable federal bank regulatory
authority, a depository institution or a holding company is engaged in
or is about to engage in an unsafe or unsound practice (which,
depending on the financial condition of the depository institution or
holding company, could include the payment of dividends), such
authority may require that such institution or holding company cease
and desist from such practice. The federal banking agencies have
indicated that paying dividends that deplete a depository
institution's or holding company's capital base to an inadequate level
would be such an unsafe and unsound banking practice. Moreover, the
Federal Reserve Board, the Comptroller and the FDIC have issued policy
statements which provide that bank holding companies and insured
depository institutions generally should only pay dividends out of
current operating earnings.
In addition, under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), a FDIC-insured depository
institution may not make any capital distributions (including the
payment of dividends) or pay any management fees to its holding
company or pay any dividend if it is undercapitalized or if such
payment would cause it to become undercapitalized. See "--FDICIA."
At December 31, 1995, under dividend restrictions imposed
under applicable federal and state laws, the Subsidiary Banks, without
obtaining regulatory approval, could legally declare aggregate
dividends of approximately $236 million.
The payment of dividends by the Corporation and the Subsidiary
Banks may also be affected or limited by other factors, such as the
requirement to maintain adequate capital above regulatory guidelines
and debt
3
5
covenants.
Transactions with Affiliates
There are various legal restrictions on the extent to which
the Corporation and its nonbank subsidiaries can borrow or otherwise
obtain credit from the Subsidiary Banks. There are also legal
restrictions on the Subsidiary Banks' purchases of or investments in
the securities of and purchases of assets from the Corporation and its
nonbank subsidiaries, a Subsidiary Bank's loans or extensions of
credit to third parties collateralized by the securities or
obligations of the Corporation and its nonbank subsidiaries, the
issuance of guaranties, acceptances and letters of credit on behalf of
the Corporation and its nonbank subsidiaries, and certain bank
transactions with the Corporation and its nonbank subsidiaries, or
with respect to which the Corporation and its nonbank subsidiaries
act as agent, participate or have a financial interest. Subject to
certain limited exceptions, a Subsidiary Bank (including for purposes
of this paragraph all subsidiaries of such Subsidiary Bank) may not
extend credit to the Corporation or to any other affiliate (other than
another Subsidiary Bank and certain exempted affiliates) in an amount
which exceeds 10% of the Subsidiary Bank's capital stock and surplus
and may not extend credit in the aggregate to all such affiliates in
an amount which exceeds 20% of its capital stock and surplus.
Further, there are legal requirements as to the type, amount and
quality of collateral which must secure such extensions of credit by
the Subsidiary Banks to the Corporation or to such other affiliates.
Also, extensions of credit and other transactions between a Subsidiary
Bank and the Corporation or such other affiliates must be on terms and
under circumstances, including credit standards, that are
substantially the same or at least as favorable to such Subsidiary
Bank as those prevailing at the time for comparable transactions with
non-affiliated companies. Also, the Corporation and its subsidiaries
are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or
furnishing of services.
Capital Adequacy
The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies. The minimum guideline for the
ratio of total capital ("Total Capital") to risk-weighted assets
(including certain off-balance-sheet items, such as standby letters of
credit) is 8%, and the minimum ratio of Tier 1 Capital (defined below)
to risk-weighted assets is 4%. At least half of the Total Capital
must be composed of common stock, minority interests in the equity
accounts of consolidated subsidiaries, noncumulative perpetual
preferred stock and a limited amount of cumulative perpetual preferred
stock, less goodwill and certain other intangible assets ("Tier 1
Capital"). The remainder may consist of subordinated debt, other
preferred stock and a limited amount of loan loss reserves. At
December 31, 1995, the Corporation's consolidated Tier 1 Capital and
Total Capital ratios were 8.58% and 11.50%, respectively.
In addition, the Federal Reserve Board has established minimum
leverage ratio guidelines for bank holding companies. These
guidelines provide for a minimum ratio of Tier 1 Capital to average
assets, less goodwill and certain other intangible assets subject to
certain exceptions (the "Leverage Ratio"), of 3% for bank holding
companies that meet certain specific criteria, including having the
highest regulatory rating. All other bank holding companies generally
are required to maintain a Leverage Ratio of at least 3%, plus an
additional cushion of 100 to 200 basis points. The Corporation's
Leverage Ratio at December 31, 1995 was 6.43%. The guidelines also
provide that bank holding companies experiencing internal growth or
making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal
Reserve Board has indicated that it will consider a "tangible Tier 1
Capital leverage ratio" (deducting all intangibles) and other indicia
of capital strength in evaluating proposals for expansion or new
activities.
Each of the Subsidiary Banks is subject to risk-based and
leverage capital requirements similar to those described above adopted
by the Comptroller or the FDIC, as the case may be. The Corporation
believes that each of the Subsidiary Banks was in compliance with
applicable minimum capital requirements as of December 31, 1995.
Neither the Corporation nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage
Ratio requirement applicable to it.
4
6
Failure to meet capital guidelines could subject a bank to a
variety of enforcement remedies, including the termination of deposit
insurance by the FDIC, and to certain restrictions on its business and
in certain circumstances to the appointment of a conservator or
receiver. See "--FDICIA."
All of the federal banking agencies have proposed regulations
that would add an additional risk-based capital requirement based upon
the amount of an institution's exposure to interest rate risk.
Management of the Corporation is unable to predict whether or when
capital requirements may be changed and, if so, at what levels and on
what schedule.
Holding Company Structure and Support of Subsidiary Banks
Because the Corporation is a holding company, its right to
participate in the assets of any subsidiary upon the latter's
liquidation or reorganization will be subject to the prior claims of
the subsidiary's creditors (including depositors in the case of bank
subsidiaries) except to the extent that the Corporation may itself be
a creditor with recognized claims against the subsidiary. In
addition, depositors of a bank, and the FDIC as their subrogee, would
be entitled to priority over the creditors in the event of liquidation
of a bank subsidiary.
Under Federal Reserve Board policy, the Corporation is
expected to act as a source of financial strength to, and to commit
resources to support, each of the Subsidiary Banks. This support may
be required at times when, absent such Federal Reserve Board policy,
the Corporation may not be inclined to provide it. In addition, any
capital loans by a bank holding company to any of its subsidiary banks
are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary
bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
Cross-Guarantee Liability
Under the Federal Deposit Insurance Act (the "FDIA"), a
depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC
after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to any commonly controlled FDIC-insured
depository institution "in danger of default." "Default" is defined
generally as the appointment of a conservator or receiver and "in
danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence
of regulatory assistance. The FDIC's claim for damages is superior to
claims of shareholders of the insured depository institution or its
holding company but is subordinate to claims of depositors, secured
creditors and holders of subordinated debt (other than affiliates) of
the commonly controlled insured depository institution. The
Subsidiary Banks are subject to these cross-guarantee provisions. As
a result, any loss suffered by the FDIC in respect of any of the
Subsidiary Banks would likely result in assertion of the
cross-guarantee provisions, the assessment of such estimated losses
against the Corporation's other Subsidiary Banks and a potential loss
of the Corporation's investment in such Subsidiary Banks.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), which was enacted on December 19, 1991, substantially
revised the depository institution regulatory and funding provisions
of the FDIA and made revisions to several other federal banking
statutes. Among other things, FDICIA requires the federal banking
regulators to take "prompt corrective action" in respect of
FDIC-insured depository institutions that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized."
Under applicable regulations, a FDIC-insured depository institution is
defined to be well capitalized if it maintains a Leverage Ratio of at
least 5%, a risk-adjusted Tier 1 Capital Ratio of at least 6% and a
Total Capital Ratio of at least 10% and is not subject to a directive,
order or written agreement to meet and maintain specific capital
levels. An insured depository institution is defined to be adequately
capitalized if it meets all of its minimum capital requirements as
5
7
described above. An insured depository institution will be considered
undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a Total Risk-Based Capital
Ratio of less than 6%, a Tier 1 Risk-Based Capital Ratio of less than
3% or a Leverage Ratio of less than 3% and critically undercapitalized
if it fails to maintain a level of tangible equity equal to at least
2% of total assets. An insured depository institution may be deemed
to be in a capitalization category that is lower than is indicated by
its actual capital position if it receives an unsatisfactory
examination rating.
FDICIA generally prohibits an FDIC-insured depository
institution from making any capital distribution (including payment of
dividends) or paying any management fee to its holding company if the
depository institution would thereafter be undercapitalized.
Undercapitalized depository institutions are subject to restrictions
on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth
limitations and are required to submit capital restoration plans. A
depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the
amount of the capital deficiency when the institution fails to comply
with the plan for the plan to be accepted by the applicable federal
regulatory authority. The federal banking agencies may not accept a
capital plan without determining, among other things, that the plan is
based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. If a depository institution
fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
Significantly undercapitalized depository institutions may be
subject to a number of requirements and restrictions, including orders
to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and cessation of receipt of
deposits from correspondent banks. Critically undercapitalized
depository institutions are subject to appointment of a receiver or
conservator, generally within 90 days of the date on which they become
critically undercapitalized.
The Corporation believes that at December 31, 1995 all of the
Subsidiary Banks were well capitalized under the criteria discussed
above.
FDICIA contains numerous other provisions, including new
accounting, audit and reporting requirements, beginning in 1995
termination of the "too big to fail" doctrine except in special cases,
limitations on the FDIC's payment of deposits at foreign branches, new
regulatory standards in such areas as asset quality, earnings and
compensation and revised regulatory standards for, among other things,
powers of state banks, real estate lending and capital adequacy.
FDICIA also requires that a depository institution provide 90 days
prior notice of the closing of any branches.
Various other legislation, including proposals to revise the
bank regulatory system and to limit the investments that a depository
institution may make with insured funds, is from time to time
introduced in Congress. See the "Effect of Governmental Policies"
subsection.
Interstate Act
Subject to certain limitations, the federal Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("Interstate
Act"), which was enacted on September 29, 1994, permits on an
interstate basis (i) bank holding company acquisitions after September
29, 1995, of banks which satisfy a minimum age requirement, if any,
imposed by state law, which cannot exceed five years; (ii) bank
mergers after May 31, 1997, unless the home state of either bank has
enacted legislation to "opt out" of this provision of the federal
Interstate Act; (iii) bank branching de novo if the host state has
enacted legislation to "opt in" to this provision of the federal
Interstate Act; and (iv) certain bank agency activities after
September 29, 1995. The federal Interstate Act imposes a 30%
intrastate deposit cap on interstate acquisitions, except for the
initial acquisition in the state, unless a different intrastate cap
has been adopted by the applicable state, and a 10% national deposit
cap. With respect to the Interstate Act, Tennessee has adopted a five
year minimum age requirement for banks (see "--General"), has not
"opted out" of the bank merger provisions, and has not "opted in" to
the de novo bank branching provision.
6
8
Brokered Deposits and "Pass-Through" Insurance
The FDIC has adopted regulations under FDICIA governing the
receipt of brokered deposits and "pass-through" insurance. Under the
regulations, a bank cannot accept a rollover or renew brokered
deposits unless (i) it is well capitalized or (ii) it is adequately
capitalized and receives a waiver from the FDICIA. A bank that cannot
receive brokered deposits also cannot offer "pass-through" insurance
on certain employee benefit accounts. Whether or not it has obtained
such a waiver, an adequately capitalized bank may not pay an interest
rate on any deposits in excess of 75 basis points over certain
prevailing market rates specified by regulation. There are no such
restrictions on a bank that is well capitalized. Because it believes
that all the Subsidiary Banks were well capitalized as of December 31,
1995, the Corporation believes the brokered deposits regulation will
have no present effect on the funding or liquidity of any of the
Subsidiary Banks.
FDIC Insurance Premiums
The Subsidiary Banks are required to pay semiannual FDIC
deposit insurance assessments. As required by FDICIA, the FDIC
adopted a risk-based premium schedule which increased the assessment
rates for most FDIC-insured depository institutions. Under the
schedule, the premiums initially range from $.23 to $.31 for every
$100 of deposits. The FDIC revised the assessment rate schedule for
the Bank Insurance Fund ("BIF") on August 8, 1995 (effective
retroactively to June 1, 1995) to provide for a range of $.04 to
$.31 for every $100 of deposits. The FDIC again revised the BIF
schedule on November 14, 1995 (effective January 1, 1996) to provide
for a range of $.00 to $.27, subject to a minimum assessment of
$1,000 per semiannual period. Each financial institution is assigned
to one of three capital groups -- well capitalized, adequately
capitalized or undercapitalized -- and further assigned to one of
three subgroups within a capital group, on the basis of supervisory
evaluations by the institution's primary federal and, if applicable,
state supervisors and other information relevant to the institution's
financial condition and the risk posed to the applicable FDIC deposit
insurance fund. The actual assessment rate applicable to a particular
institution will, therefore, depend in part upon the risk assessment
classification so assigned to the institution by the FDIC.
A portion of the deposits of the Bank are insured by the
Savings Association Insurance Fund ("SAIF") as a result of the
acquisition of Home Financial Corporation in 1992. The assessment
rate schedule for SAIF remains at $.23 to $.31 for every $100 of
deposits.
The FDIC is authorized by federal law to raise insurance
premiums in certain circumstances. The law specifies a designated
reserve ratio target of 1.25 percent of estimated insured deposits and
requires the FDIC to set assessments at a level to maintain the target
or, if the reserve ratio is less than the target, to set assessments
rates at a level sufficient to increase the reserve ratio to the
target within one year or as otherwise specified by the FDIC under the
law. The target ratio has been achieved with respect to BIF.
Under the FDIA, insurance of deposits may be terminated by the
FDIC upon a finding that the institution has engaged in unsafe and
unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order
or condition imposed by a federal bank regulatory agency.
Depositor Preference
The Omnibus Budget Reconciliation Act of 1993 provides that
deposits and certain claims for administrative expenses and employee
compensation against an insured depository institution would be
afforded a priority over other general unsecured claims against such
an institution, including federal funds and letters of credit, in the
"liquidation or other resolution" of such an institution by any
receiver.
Competition.
The Corporation and its subsidiaries face substantial competition in
all aspects of the businesses in which they engage from national and state
banks located in Tennessee and large out-of-state banks as well as from savings
and loan
7
9
associations, credit unions, other financial institutions, consumer finance
companies, trust companies, investment counseling firms, money market mutual
funds, insurance companies, securities firms, mortgage banking companies and
others. For certain information on the competitive position of the Corporation
and the Bank, refer to page 1. Also, refer to the subsections entitled
"Supervision and Regulation" and "Effect of Governmental Policies," both of
which are relevant to an analysis of the Corporation's competitors. Due to the
intense competition in the financial industry, the Corporation makes no
representation that its competitive position has remained constant, nor can it
predict whether its position will change in the future.
Sources and Availability of Funds.
Specific reference is made to the Management's Discussion and Analysis
and Glossary sections, including the subsection entitled "Deposits, Other
Sources of Funds, and Liquidity Management," contained in the 1995 Annual
Report, which sections are specifically incorporated herein by reference,
along with all of the tables and graph in the 1995 Annual Report, which are
identified separately in response to Item 7 of Part II of this Form 10-K,
which are incorporated herein by reference. As permitted by SEC rules,
attached to this Form 10-K as Exhibit 13 are only those sections of the
1995 Annual Report that have been incorporated by reference into this
Form 10-K.
Effect of Governmental Policies.
The Bank is affected by the policies of regulatory authorities,
including the Federal Reserve System and the Comptroller. An important
function of the Federal Reserve System is to regulate the national money supply.
Among the instruments of monetary policy used by the Federal Reserve
are: purchases and sales of U.S. Government securities in the marketplace;
changes in the discount rate, which is the rate any depository institution must
pay to borrow from the Federal Reserve; and changes in the reserve requirements
of depository institutions. These instruments are effective in influencing
economic and monetary growth, interest rate levels and inflation.
The monetary policies of the Federal Reserve System and other
governmental policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future. Because of changing conditions in the national economy and in the
money market, as well as the result of actions by monetary and fiscal
authorities, it is not possible to predict with certainty future changes in
interest rates, deposit levels, loan demand or the business and earnings of the
Corporation and the Bank or whether the changing economic conditions will have
a positive or negative effect on operations and earnings.
Bills are pending before the United States Congress and the Tennessee
General Assembly and other state legislatures which could affect the business
of the Corporation and its subsidiaries, and there are indications that other
similar bills may be introduced in the future. It cannot be predicted whether
or in what form any of these proposals will be adopted or the extent to which
the business of the Corporation and its subsidiaries may be affected thereby.
Statistical Information Required by Guide 3.
The statistical information required to be displayed under Item I
pursuant to Guide 3, "Statistical Disclosure by Bank Holding Companies," of the
Exchange Act Industry Guides is incorporated herein by reference to the
Consolidated Financial Statements and the notes thereto and the Management's
Discussion and Analysis and Glossary sections in the 1995 Annual Report along
with all of the tables and graph identified in response to Item 7 of Part II
of this Form 10-K; certain information not contained in the 1995 Annual
Report, but required by Guide 3, is contained in the tables immediately
following:
8
10
FIRST TENNESSEE NATIONAL CORPORATION
ADDITIONAL GUIDE 3 STATISTICAL INFORMATION
BALANCES AT DECEMBER 31
(Thousands)
(Unaudited)
II. Investment
Portfolio
(Book Value): 1995 * 1994 * 1993 **
- - -----------------------------------------------------------------------------------------------
Mortgage-backed securities &
collateralized mortgage
obligations $1,681,593 $1,678,238 $1,677,277
U.S. Treasury and other
U.S. government agencies 264,837 350,276 443,848
States and political subdivisions 104,082 77,522 93,900
Other 60,887 64,879 96,280
---------------------------------------------------------
Total $2,111,399 $2,170,915 $2,311,305
- - ------------------------------------------------------------------------------------------------
* Balances represent securities held - to - maturity
and securities available - for - sale.
** Balances represent the investment portfolio.
III. Loan
Portfolio 1995 1994 1993 1992 1991
- - ---------------------------------------------------------------------------------------------------------------------------------
Commercial $3,330,929 $2,991,231 $2,694,416 $2,348,739 $2,376,048
Consumer 2,525,889 2,263,007 1,819,950 1,342,650 1,131,176
Credit card receivables 529,104 475,489 428,075 412,207 402,822
Real estate construction 238,863 160,368 75,844 48,598 107,466
Permanent mortgage 689,458 591,094 514,424 603,572 651,856
Nonaccrual 19,040 16,853 27,639 32,782 50,729
---------------------------------------------------------------------------------------
Total $7,333,283 $6,498,042 $5,560,348 $4,788,548 $4,720,097
- - ---------------------------------------------------------------------------------------------------------------------------------
VII. Short-Term
Borrowings 1995 1994 1993
- - -----------------------------------------------------------------------------------------------
Federal funds purchased and
securities sold under
agreements to repurchase $1,674,225 $1,457,517 $1,025,124
Commercial paper 29,402 67,820 32,283
Other short-term borrowings 57,118 284,702 900,390
-----------------------------------------------------
Total $1,760,745 $1,810,039 $1,957,797
- - -----------------------------------------------------------------------------------------------
9
11
FOREIGN OUTSTANDINGS AT DECEMBER 31
1995 1994 1993
---------------------- --------------------- -----------------------
% TOTAL % Total % Total
(Dollars in thousands) AMOUNT ASSETS Amount Assets Amount Assets
- - ----------------------------------------------------------------------------------------------------------------
BY COUNTRY:
Israel $2,085 .02% $2,118 .02% $2,142 .02%
Canada 185 -- 124 -- 296 --
Indonesia 153 -- -- -- 715 .01
Japan 119 -- 645 .01 585 .01
United Kingdom 101 -- 68 -- 2,454 .02
Saudi Arabia 74 -- -- -- 241 --
Thailand -- -- 446 -- -- --
All other 245 -- 177 -- 165 --
- - ----------------------------------------------------------------------------------------------------------------
Total $2,962 .02% $3,578 .03% $6,598 .06%
================================================================================================================
BY TYPE:
Loans:
Banks and other financial institutions $ 364 --% $ 657 .01% $4,073 .04%
Governments and other institutions 2,000 .02 2,000 .02 2,000 .02
- - ----------------------------------------------------------------------------------------------------------------
Total loans 2,364 .02 2,657 .03 6,073 .06
Cash 425 -- 344 -- 478 --
Customers' acceptances 88 -- 523 -- 47 --
Accrued interest receivable 85 -- 54 -- -- --
- - ----------------------------------------------------------------------------------------------------------------
Total $2,962 .02% $3,578 .03% $6,598 .06%
================================================================================================================
MATURITIES OF SHORT-TERM PURCHASED FUNDS AT DECEMBER 31, 1995
0-3 3-6 6-12 Over 12
(Dollars in thousands) Months Months Months Months Total
- - ---------------------------------------------------------------------------------------------------------------------
Certificates of deposit $100,000 and more $ 260,519 $86,488 $76,376 $ 96,729 520,112
Federal funds purchased and securities
sold under agreements to repurchase 1,674,225 -- -- -- 1,674,225
Commercial paper and other short-term borrowings 80,735 76 151 5,558 86,520
- - ---------------------------------------------------------------------------------------------------------------------
Total $2,015,479 $86,564 $76,527 $102,287 $2,280,857
=====================================================================================================================
10
12
ITEM 2
PROPERTIES
The Corporation has no properties that it considers materially
important to its financial statements.
ITEM 3
LEGAL PROCEEDINGS
The Corporation is a party to no material pending legal proceedings
the nature of which are required to be disclosed pursuant to the Instructions
contained in the Form of this Report.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of this
fiscal year to a vote of security holders, through the solicitation of proxies
or otherwise.
ITEM 4A
EXECUTIVE OFFICERS OF REGISTRANT
The following is a list of executive officers of the Corporation as of
March 1, 1996. Officers are elected for a term of one year and until their
successors are elected and qualified.
Name and Age Offices and Positions - Year First Elected to Office
Susan Schmidt Bies Executive Vice President (1985)
Age: 48 of the Corporation and the Bank
and Manager of Risk Management (1995)
J. Kenneth Glass President - Tennessee Banking Group
Age: 49 of the Bank (1993) and Executive Vice President
of the Corporation (1995)
Ralph Horn Chairman of the Board (1996) and Chief Executive
Age: 54 Officer (1994) of the Corporation and the Bank
and President of the Corporation (1991) and the
Bank (1993)
Harry A. Johnson, III Executive Vice President (1990) and
Age: 47 General Counsel (1988) of the
Corporation and the Bank
James F. Keen Senior Vice President
Age: 45 and Controller of the Corporation (1988) and
principal accounting officer
John C. Kelley. Jr. President - Memphis Banking Group of
Age: 51 the Bank (1993) and Executive Vice President of the
Corporation (1991)
11
13
George Perry Lewis Executive Vice President of the
Age: 57 Bank (1976) and Money Management
Group Manager (1984)
John P. O'Connor, Jr. Executive Vice President of the
Age: 52 Corporation (1990) and the Bank (1987)
and Chief Credit Officer (1988)
Elbert L. Thomas, Jr. Executive Vice President (1995) and
Age: 47 Chief Financial Officer (1995)
of the Corporation and the Bank
G. Robert Vezina Executive Vice President of the
Age: 61 Corporation and the Bank (1990) and
Personnel Division Manager (1984)
Each of the executive officers has been employed by the Corporation or
its subsidiaries during each of the last five years. Prior to February of
1995, Ms. Bies was Chief Financial Officer of the Corporation and Bank. Mr.
Glass was Executive Vice President of the Bank and Tennessee Banking Group
Manager prior to January 1993. Mr. Horn was Vice Chairman of the Bank from
August 1991 through January 1993. Prior to August 1991, Mr. Horn was Executive
Vice President of the Bank and Manager of its Bond Division. Mr. Keen was
Senior Vice President of the Bank prior to April 1993 and Controller of the
Bank prior to January 1993. Mr. Kelley was Executive Vice President of the
Bank and Corporate Services Group Manager prior to January of 1993. Mr. Thomas
was a Senior Vice President of the Corporation and the Bank prior to December
1995. From January of 1993 to February of 1995, Mr. Thomas was Manager of
Corporate Development. Prior to January of 1993, he was Manager of Corporate
Tax.
PART II
ITEM 5
MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock, $1.25 par value, trades
over-the-counter on the Nasdaq Stock Market's National Market System under the
symbol FTEN. As of December 31, 1995, there were 8,796 shareholders of record
of the Corporation's common stock. Additional information called for by this
Item is incorporated herein by reference to the Summary of Quarterly Financial
Information Table, the Selected Financial Data Table, Note 19 to the
Consolidated Financial Statements, and the Deposits, Other Sources of Funds,
and Liquidity Management subsection of the Management's Discussion and
Analysis section of the 1995 Annual Report and to the Payment of Dividends
subsection contained in Item 1 of Part I of this Form 10-K, which is
incorporated herein by reference.
ITEM 6
SELECTED FINANCIAL DATA
The information called for by this Item is incorporated herein by
reference to the Selected Financial Data Table in the 1995 Annual Report.
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The information called for by this Item is incorporated herein by
reference to the Management's Discussion and Analysis section and Glossary
section in the 1995 Annual Report and the following tables and graph in the
1995 Annual Report:
12
14
Tables: Graph:
- - ------- ------
Acquisitions 1995 Net Interest Income and Net
Analysis of Noninterest Income Interest Margin
Net Interest Income and Earning Assets
Analysis of Changes In Net Interest Income
Rate Sensitivity Analysis at December 31, 1995
Analysis of Noninterest Expense
Maturities of Investment Securities at December 31, 1995
Maturities of Loans at December 31, 1995
Credit Ratings at December 31, 1995
Regulatory Capital at December 31, 1995
Analysis of Allowance for Loan Losses
Loans and Foreclosed Real Estate at December 31
Net Charge-Offs as a Percentage of Average Loans
Nonperforming Assets at December 31
Changes in Nonperforming Assets
Summary of Quarterly Financial Information
Consolidated Average Balance Sheet and
Related Yields and Rates
Consolidated Historical Performance
Statements of Income
Selected Financial Data
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is incorporated herein by
reference to the Consolidated Financial Statements and the notes thereto and to
the Summary of Quarterly Financial Information Table in the 1995 Annual Report.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The information called for by this Item is inapplicable.
PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this Item as it relates to directors and
nominees for director of the Corporation is incorporated herein by reference to
the "Election of Directors" section of the Corporation's Proxy Statement mailed
to shareholders in connection with the Corporation's Annual Meeting of
Shareholders scheduled for April 16, 1996, (the "1996 Proxy Statement"). The
information required by this Item as it relates to executive officers of the
Corporation is incorporated herein by reference to Item 4A in Part I of this
Report. The information required by this Item as it relates to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by
reference to the "Compliance with Section 16(a) of the Exchange Act" section of
the 1996 Proxy Statement.
13
15
ITEM 11
EXECUTIVE COMPENSATION
The information called for by this Item is incorporated herein by
reference to the "Executive Compensation" section of the 1996 Proxy Statement
(excluding the Board Compensation Committee Report and the Total Shareholder
Return Performance Graph).
ITEM 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this Item is incorporated herein by
reference to the Stock Ownership Table and the two paragraphs preceding the
table in the 1996 Proxy Statement.
The Corporation is unaware of any arrangements which may result in a
change in control of the Corporation.
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this Item is incorporated herein by
reference to the "Certain Relationships and Related Transactions" section of
the 1996 Proxy Statement.
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
Financial Statements:
- Consolidated Statements of Condition as of December 31, 1995
and 1994
- Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
- Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- Notes to the Consolidated Financial Statements
- Report of Independent Public Accountants
The consolidated financial statements of the Corporation, the
notes thereto, and the report of independent public
accountants, in the 1995 Annual Report, as listed above, are
incorporated herein by reference.
Financial Statement Schedules: Not applicable.
Exhibits:
(3)(i) Restated Charter of the Corporation, as amended.
(3)(ii) Bylaws of the Corporation, as amended.
(4)(a) Shareholder Protection Rights Agreement, dated as of
9-7-89 between the Corporation and First Tennessee Bank
National Association, as Rights Agent, including as
Exhibit A the forms of Rights Certificate and of Election
to Exercise and as Exhibit B the form of Charter Amendment
designating a series of Participating Preferred Stock of
the Corporation with terms as specified, attached as an
exhibit to the Corporation's Registration Statement on
Form 8-A filed 9-8-89, and incorporated herein by
reference.
(4)(b) Indenture, dated as of 6-1-87, between the Corporation and
Security Pacific National Trust Company (New York),
Trustee, attached as an exhibit to the Corporation's
Annual Report on Form 10-K for the
14
16
year ended 12-31-91, and incorporated herein by reference.
(4)(c) The Corporation and certain of its consolidated
subsidiaries have outstanding certain long-term debt. See
Note 12 in the Corporation's 1995 Annual Report to
Shareholders. None of such debt exceeds 10% of the total
assets of the Corporation and its consolidated
subsidiaries. Thus, copies of constituent instruments
defining the rights of holders of such debt are not
required to be included as exhibits. The Corporation
agrees to furnish copies of such instruments to the
Securities and Exchange Commission upon request.
*(10)(a) Management Incentive Plan, as amended.(1)
*(10)(b) 1983 Restricted Stock Incentive Plan, as amended.(1)
*(10)(c) 1989 Restricted Stock Incentive Plan, as amended.(1)
*(10)(d) 1992 Restricted Stock Incentive Plan.(1)
*(10)(e) 1984 Stock Option Plan, as amended.(1)
*(10)(f) 1990 Stock Option Plan, as amended.(1)
*(10)(g) Survivor Benefits Plan, as amended.(1)
*(10)(h) Directors and Executives Deferred Compensation Plan, as
amended.(1)
*(10)(i) Pension Restoration Plan, as amended and restated.
*(10)(j) Director Deferral Agreements (2) with schedule.
*(10)(k) Severance Agreements dated 12-15-92 (2) with schedule.
*(10)(l) 1995 Employee Stock Option Plan.
*(10)(m) Non-Employee Directors' Deferred Compensation Stock Option
Plan.
*(10)(n) Ronald Terry post-retirement arrangement.
(11) Statement re: computation of per share earnings.
(13) The portions of the 1995 Annual Report to Shareholders
which have been incorporated by reference into this
Form 10-K.
(21) Subsidiaries of the Corporation.
(23) Accountants' Consents
(24) Powers of Attorney
(27) Financial Data Schedule (for SEC use only)
(99) Annual Report on Form ll-K for the Corporation's Savings
Plan and Trust, for fiscal year ended 12-31-95, as
authorized by SEC Rule 15d-21 (to be filed as an amendment
to Form lO-K).
* Exhibits marked with an "*" represent management
contract or compensatory plan or arrangement required
to be filed as an exhibit.
(1) These documents are incorporated herein by reference
to the exhibit with the corresponding number
contained in the Corporation's 1992 Annual Report on
Form 10-K.
(2) These documents are incorporated herein by reference
to exhibits 10(k) and 10(l), respectively,
contained in the Corporation's 1992 Annual Report on
Form 10-K.
(b) A report on Form 8-K (with a Date of Report of November 1, 1995) was
filed on November 2, 1995, in response to Item 5, Other Events,
disclosing the Corporation's earnings release for the third quarter of
1995. The Report contained as exhibits the earnings release which had
attached to it unaudited summary statements of income and average
balance sheets for the three and six month periods ended September 30,
1995, and a September 30, 1995 period end balance sheet; the form of
Indenture for Subordinated Debt Securities to be entered into by the
Corporation and The Bank of New York ("BONY"), as Trustee; and The
Statement of Eligibility, Form T-1, for BONY.
15
17
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIRST TENNESSEE NATIONAL CORPORATION
Date: March 25, 1996 By: Elbert L. Thomas, Jr.
-----------------------------------
Elbert L. Thomas, Jr.
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Ralph Horn* Chairman of the Board, President and March 25, 1996
- - ---------------------- Chief Executive Officer (principal executive
Ralph Horn officer) and a Director
Elbert L. Thomas, Jr.* Executive Vice President March 25, 1996
- - ---------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President March 25, 1996
- - ---------------------- and Controller (principal
James F. Keen accounting officer)
Jack A. Belz* Director March 25, 1996
- - ----------------------
Jack A. Belz
Robert C. Blattberg* Director March 25, 1996
- - ----------------------
Robert C. Blattberg
J. R. Hyde, III* Director March 25, 1996
- - ----------------------
J. R. Hyde, III
R. Brad Martin* Director March 25, 1996
- - ----------------------
R. Brad Martin
Joseph Orgill, III* Director March 25, 1996
- - ----------------------
Joseph Orgill, III
Richard E. Ray* Director March 25, 1996
- - ----------------------
Richard E. Ray
Vicki G. Roman* Director March 25, 1996
- - ----------------------
Vicki G. Roman
16
18
Michael D. Rose* Director March 25, 1996
- - ----------------------
Michael D. Rose
William B. Sansom* Director March 25, 1996
- - ----------------------
William B. Sansom
Gordon P. Street, Jr.* Director March 25, 1996
- - ----------------------
Gordon P. Street, Jr.
Ronald Terry* Director March 25, 1996
- - ----------------------
Ronald Terry
*By: March 25, 1996
Clyde A. Billings, Jr.
-----------------------------------------
Clyde A. Billings, Jr.
As Attorney-in-Fact
17
19
EXHIBIT INDEX
Item No. Description
- - -------- -----------
(3)(i) Restated Charter of the Corporation, as amended.
(3)(ii) Bylaws of the Corporation, as amended.
(4)(a) Shareholder Protection Rights Agreement dated as of 9-7-89 between the Corporation and First Tennessee Bank
National Association, as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to
Exercise and as Exhibit B the form of Charter Amendment designating a series of Participating Preferred Stock of
the Corporation with terms as specified, attached as an exhibit to the Corporation's Registration Statement on
Form 8-A filed 9-8-89, and incorporated herein by reference.
(4)(b) Indenture, dated as of June 1, 1987, between the Corporation and Security Pacific National Trust Company
(New York), Trustee, attached as an exhibit to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
(4)(c) The Corporation and certain of its consolidated subsidiaries have outstanding certain long-term debt. See Note 12
in the Corporation's 1995 Annual Report to Shareholders. None of such debt exceeds 10% of the total assets of the
Corporation and its consolidated subsidiaries. Thus, copies of constituent instruments defining the rights of
holders of such debt are not required to be included as exhibits. The Corporation agrees to furnish copies of
such instruments to the Securities and Exchange Commission upon request.
*(10)(a) Management Incentive Plan, as amended. (1)
*(10)(b) 1983 Restricted Stock Incentive Plan, as amended. (1)
*(10)(c) 1989 Restricted Stock Incentive Plan, as amended. (1)
*(10)(d) 1992 Restricted Stock Incentive Plan. (1)
*(10)(e) 1984 Stock Option Plan, as amended. (1)
*(10)(f) 1990 Stock Option Plan, as amended. (1)
*(10)(g) Survivor Benefits Plan, as amended. (1)
*(10)(h) Directors and Executives Deferred Compensation Plan, as amended. (1)
*(10)(i) Pension Restoration Plan, as amended and restated.
*(10)(j) Director Deferral Agreements (2) with Schedule.
*(10)(k) Severance Agreements dated 12-15-92 (2) with schedule.
*(10)(l) 1995 Employee Stock Option Plan.
*(10)(m) Non-Employee Directors Deferred Compensation Stock Option Plan.
*(10)(n) Ronald Terry post-retirement arrangement.
(11) Statement re: computation of per share earnings.
18
20
(13) The portions of the 1995 Annual Report to Shareholders which have been incorporated by reference into this
Form 10-K.
(21) Subsidiaries of the Corporation.
(23) Accountants' Consents
(24) Powers of Attorney
(27) Financial Data Schedule (for SEC use only)
(99) Annual Report on Form ll-K for the Corporation's Savings Plan and Trust, for fiscal year ended December 31, 1995,
as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 10-K).
* Exhibits marked with an "*" represent management
contract or compensatory plan or arrangement required
to be filed as an exhibit.
(1) These documents are incorporated herein by reference
to the exhibit with the corresponding number
contained in the Corporation's 1992 Annual Report on
Form 10-K.
(2) These documents are incorporated herein by reference
to exhibits 10(k) and 10(1), respectively,
contained in the Corporation's 1992 Annual Report on
Form 10-K.
19