SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 24, 2004
Date of report (Date of earliest event reported)
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in charter)
Tennessee 000-4491 62-0803242
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
165 Madison Avenue
Memphis, Tennessee 38103
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (901) 523-4444
N/A
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(Former Name or former address, if changed since last report)
Item 5. Other Event.
On March 29, 2004, First Tennessee Capital II, a Delaware statutory
trust (the "Trust"), the Common Securities of which are owned by the Registrant,
issued 200,000 of its 6.30% Capital Securities, Series B (the "Capital
Securities"), which represent beneficial interests in the assets of the Trust,
in a public offering registered under the Securities Act of 1933, under
Registration Statement No. 333-17457-02. The sole asset of the Trust is
$206,186,000 in aggregate principal amount of the 6.30% Junior Subordinated
Deferrable Interest Debentures, Series B, of the Registrant, also issued on
March 29, 2004. In addition, pursuant to the Guarantee Agreement referred to
below, and to the extent set forth therein, the Registrant has guaranteed the
obligations of the Trust under the Capital Securities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
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Exhibit Number Description
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1 Underwriting Agreement, dated March 24, 2004, among First
Tennessee National Corporation, First Tennessee Capital II and
FTN Financial Securities Corp.
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4.1 Certificate Representing the 6.30% Junior Subordinated
Deferrable Interest Debentures, Series B, of First Tennessee
National Corporation.
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4.2 Amended and Restated Trust Agreement, dated as of March 29,
2004, of First Tennessee Capital II, among First Tennessee
National Corporation, as Depositor, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the Administrative Trustees named therein.
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4.3 Certificate Representing the 6.30% Capital Securities, Series
B, of First Tennessee Capital II.
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4.4 Guarantee Agreement, dated as of March 29, 2004, between First
Tennessee National Corporation, as Guarantor, and The Bank of
New York, as Trustee.
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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
By: /s/ Marlin L. Mosby, III
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Name: Marlin L. Mosby, III
Title: Executive Vice President
and Chief Financial Officer
DATED: March 30, 2004
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EXHIBIT INDEX
Exhibit
Number Description
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1 Underwriting Agreement, dated March 24, 2004, among First Tennessee
National Corporation, First Tennessee Capital II and FTN Financial
Securities Corp.
4.1 Certificate Representing the 6.30% Junior Subordinated Deferrable
Interest Debentures, Series B, of First Tennessee National
Corporation.
4.2 Amended and Restated Trust Agreement, dated as of March 29, 2004, of
First Tennessee Capital II, among First Tennessee National
Corporation, as Depositor, The Bank of New York, as Property Trustee,
The Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein.
4.3 Certificate Representing the 6.30% Capital Securities, Series B, of
First Tennessee Capital II.
4.4 Guarantee Agreement, dated as of March 29, 2004, between First
Tennessee National Corporation, as Guarantor, and The Bank of New
York, as Trustee.
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STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as................................'SS'