First Horizon National Corporation 8-K 2008
Date of report (Date of earliest event reported): November 11, 2008
First Horizon National Corporation
Registrant's telephone number, including area code - (901) 523-4444
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 14, 2008, First Horizon National Corporation (the Company) issued and sold 866,540 shares (Preferred Shares) of Fixed Rate Cumulative Perpetual Preferred Stock, Series CPP, along with a Warrant to Purchase Common Stock (Warrant) to purchase 12,743,235 shares of the Companys common stock for $10.20 per share, to the United States Department of the Treasury (the Treasury) for a total cash price of $866,540,000. The Warrant is filed with this Report as Exhibit 3.2.
The sale transaction occurred in connection with, and is governed by, the Treasury Capital Purchase Program (CPP) administered by the Treasury under the Troubled Asset Relief Program (TARP). In connection with the sale transaction, on November 14, 2008 the Company entered into a letter agreement (Purchase Agreement) with the Treasury dated as of November 14, 2008, which includes, as Exhibit A, Securities Purchase Agreement Standard Terms (the SPA). The designation, powers, preferences and rights of the series comprised of the Preferred Shares are set forth in the Designation referred to in Item 5.03 of this Report. Item 5.03 is incorporated into this Item by this reference. The Designation is filed as Exhibit 3.1 to this Report. The forms of the Designation and the Warrant are annexes to the SPA. The Purchase Agreement, including the SPA, is filed with this Report as Exhibit 10.3.
Significant terms of the Purchase Agreement, including the Designation, the Warrant, and the SPA, include the following:
Item 1.01 is incorporated into this Item by this reference. The sale of the Preferred Shares and the Warrant to the Treasury on November 14, 2008 was not registered under the Securities Act of 1933, as amended, in reliance on Section 4(2) of that Act. The sale to the Treasury involved no public offering. The Company did not engage in general solicitation or advertising in connection with the issuance and sale of the Preferred Shares or the Warrant, and did not engage an underwriter or placement agent.
ITEM 3.03 Material Modification to Rights of Security Holders.
Items 1.01 and 5.03 are incorporated into this Item by this reference.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.(e) Compensation Actions Related to Named Executive Officers
Participants in TARP programs are required to have in place certain limitations on the compensation of certain executives, applicable in certain situations. On November 11, 2008, in anticipation of the Companys participation in the CPP, the Board of Directors of the Company approved a form of letter agreement (Compensation Restriction Agreement) with all officers who are executive officers (for purposes of the Securities and Exchange Commission rules). All executive officers were asked to execute and deliver the Compensation Restriction Agreement, and at the time this Report is filed all have done so. The Boards present intent is that in the future, so long as the Company remains a CPP or TARP participant, all persons who are hired or promoted into an executive officer position will be asked to execute and deliver a substantially similar agreement.
The Compensation Restriction Agreement provides for restrictions on compensation in certain circumstances. Although all executives have signed the Agreement, at any given moment in time the restrictions apply only to five senior executive officers, or SEOs, as defined under the TARP. The officers who are SEOs will change from time to time, but generally are the Companys chief executive officer, chief financial officer, and three most highly compensated executives other than those two. The Compensation Restriction Agreement is filed as Exhibit 10.1 to this Report. Key provisions of the Compensation Restriction Agreement applicable to SEOs from time to time include:
In addition, the SPA required the Company to provide to the Treasury at the closing of the sale of Preferred Shares and Warrant a waiver form signed by the five persons who are the Companys SEOs at closing. The Companys initial SEOs are D. Bryan Jordan, Thomas C. Adams, Jr., Charles G. Burkett, Frank Gusmus, and Charles T. Tuggle Jr. The waiver form supports the restrictions on compensation described above. The waiver form is filed as Exhibit 10.2 to this Report.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws
(a) On November 12, 2008, the Company filed Articles of Amendment of the Amended and Restated Charter of First Horizon National Corporation (Designation) with the Secretary of State of Tennessee. The Designation established the designation, powers, preferences and rights of the shares of a new series of preferred stock: Fixed Rate Cumulative Perpetual Preferred Stock, Series CPP. The Designation implemented authority given to the Companys Board of Directors pursuant to Article 10 of the Companys Amended and Restated Charter, as amended. The Designation was effective immediately upon filing.
The Designation was approved and filed in order to allow the Company to issue shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series CPP in connection with the CPP. Item 1.01 is incorporated into this Item by this reference. The Designation is filed as Exhibit 3.1 to this Report.
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.
In the agreements referred to in this Report, each party makes representations and warranties to the other party. Those representations and warranties are made only to and for the benefit of the other party in the context of a business agreement. Exceptions to such representations and warranties may be partially or fully waived by such party, or not enforced by such party, in its, his, or her discretion. No such representation or warranty may be relied upon by any other person for any purpose.
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.