SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) - July 30, 2003
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
ITEM 5. Other Events and Regulation FD Disclosure
First Tennessee National Corporation ("Corporation") announced today
that management has been delegated the authority within defined limits to
purchase up to the total principal amount outstanding of the Corporation's 6.75%
November 2005 subordinated debt ($75 million). Since this outstanding debt issue
is in the last half of its term, it provides only limited regulatory capital
benefit and will be replaced with short-term market rate funds.
Today a tender offer was commenced to purchase this debt issue at a
price reflecting a formula-driven premium to its par value. Using the formula
with the appropriate spread over the benchmark rate as of 1:30 pm CDST yesterday
(07/29/03), a premium of 10.8% over par would be paid for the Corporation's
debt. Because the Corporation is offering to pay a premium, the tender offer, if
completed, will result in a current charge to earnings. The amount of the charge
will primarily depend on the amount of the debt issue tendered and purchased in
the offer, which is estimated to be between 60 percent and 90 percent of the
total principal amount outstanding.
Purchase activities are expected to take place during third quarter
2003 and will be managed by FTN Financial Securities Corp., a subsidiary of
First Tennessee Bank National Assoc.
This item contains forward-looking statements involving significant
risks and uncertainties. A number of factors could cause actual results to
differ materially from those in the forward-looking information. Those factors
are outlined in the recent earnings press release and in more detail in the most
current 10-K and 10-Q. The Corporation disclaims any obligation to update any of
the forward-looking statements that are made from time to time, to reflect
future events or developments.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is furnished pursuant to Item 9, is not to be considered
"filed" under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and shall not be incorporated by reference into any of the Corporation's
previous or future filings under the Securities Act of 1933, as amended, or the
Exchange Act.
Exhibit # Description
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99.1 Press Release issued 7/30/03
ITEM 9. Regulation FD Disclosure
Furnished as Exhibit 99.1 is a copy of the Corporation's press release issued
July 30, 2003, related to the announcement of tender offers to purchase certain
debt and earnings guidance.
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: July 30, 2003 By: /s/James F. Keen
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Name: James F. Keen
Title: Executive Vice President,
Chief Financial Officer and
Corporate Controller
Exhibit Index
The following exhibit is furnished pursuant to Item 9, is not to be considered
"filed" under the Exchange Act, and shall not be incorporated by reference into
any of the Corporation's previous or future filings under the Securities Act of
1933, as amended, or the Exchange Act.
Exhibit # Description
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99.1 Press Release issued 7/30/03