UNITED
STATES
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
Date of
report (Date of earliest event reported): January 27,
2009
First
Horizon National Corporation
(Exact
Name of Registrant as Specified in Charter)
| TN |
001-15185 |
62-0803242 |
| (State or Other
Jurisdiction |
(Commission File
Number) |
(IRS
Employer |
| of
Incorporation) |
|
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
(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:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
First
Horizon revises net loss available to common shareholders and earnings per
share
FHN
management has reviewed industry presentations of the preferred stock dividends
related to the U.S. Treasury Capital Purchase Program (CPP) and has determined
to revise the net loss available to common shareholders and earnings per share
presentations for the three and twelve months ended December 31, 2008,
previously released on January 16, 2009. In order to reflect the
cumulative nature of the CPP preferred, First Horizon will reflect the
accumulated portion of the quarterly dividend attributable to the period the
shares were outstanding in 2008 as an adjustment to net loss available to common
shareholders and diluted earnings per share. Although the
accumulated dividends are presented as an adjustment to 2008 earnings per share,
consistent with First Horizon’s internal policy, the quarterly preferred
dividends were actually accrued when declared by the board of directors in the
first quarter of 2009. As a result, the effect of this revision
will only impact the earnings per share items noted below. The
attached revised table reflects the updated return on average common equity
ratio (ROE) due to the income statement presentation
adjustment. Previously released balance sheet items and capital
ratios are unaffected by this revision.
Revised
net loss available to common shareholders for the fourth quarter 2008 is $63.1
million or $.31 per diluted share. For the twelve months ended
December 31, 2008, revised net loss available to common shareholders is $199.4
million or $1.10 per diluted share. Previously released net loss was
$55.7 million or $.27 per diluted share for the fourth quarter 2008 and $192.0
million or $1.06 per diluted share for the twelve months ended December 31,
2008. The revised financial results are summarized in the table
presented as an exhibit to Item 9.01 to this Form 8-K. There is no public
announcement of the new information in this Report, including its
exhibit, other than this Report.
This
report, including its exhibit, contains forward-looking statements involving
significant risks and uncertainties. A number of important factors could cause
actual results to differ materially from those in the forward-looking
information. Those factors include general economic and financial market
conditions, including expectations of and actual timing and amount of interest
rate movements including the slope of the yield curve, competition, customer and
investor responses to these conditions, ability to execute business plans,
geopolitical developments, natural disasters, and items already mentioned in
this report, as well as critical accounting estimates and other factors
described in First Horizon’s recent filings with the SEC. First Horizon
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements included herein
or therein to reflect future events or developments.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
The
following exhibit is furnished pursuant to Item 7.01, 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 First Horizon National
Corporation’s (“Corporation”) previous or future filings under the
Securities Act of 1933, as amended, or the Exchange Act.
|
Exhibit
#
|
Description |
| |
|
|
99.1
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Revised
Summary Quarterly Results
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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
Horizon National Corporation
(Registrant)
| Date:
January 27, 2009 |
By: /s/ James F.
Keen |
| |
Name:
James F. Keen |
|
|
Title: Executive
Vice President and
|
EXHIBIT
INDEX
The
following exhibit is furnished pursuant to Item 7.01, 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 First Horizon National
Corporation’s (“Corporation”) previous or future filings under the Securities
Act of 1933, as amended, or the Exchange Act.
EX-99.1 Revised
Summary Quarterly Results