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) - MAY 15, 2002
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 15, 2002, First Tennessee National Corporation dismissed its independent
public accountants, Arthur Andersen LLP ("Arthur Andersen"), and engaged KPMG
LLP to serve as the Corporation's independent public accountants for fiscal
year 2002. The decision was approved by the Corporation's Board of Directors
upon the recommendation of the Audit Committee of the Board of Directors.
Arthur Andersen's reports on the consolidated financial statements of the
Corporation as of and for the years ended December 31, 2001 and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years of the Corporation ended December 31,
2001 and the subsequent interim period through May 15, 2002, there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen, would
have caused Arthur Andersen to make reference to the subject mater of the
disagreement in connection with its reports.
None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K
occurred within the two most recent fiscal years of the Corporation ended
December 31, 2001 or within the subsequent interim period through May 15, 2002.
The Corporation provided Arthur Andersen with a copy of the foregoing
disclosures. Attached hereto as an exhibit is a copy of Arthur Andersen's
letter, dated May 15, 2002, stating its agreement with such statements.
During the two most recent fiscal years of the Corporation ended December 31,
2001, and the subsequent interim period through May 15, 2002, the Corporation
did not consult with KPMG LLP regarding any of the matters or events set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit # Description
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16 Letter of Arthur Andersen LLP to Securities and Exchange
Commission
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SIGNATURES
Pursuant to the requirements of the Securities and 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: May 15, 2002 By: Elbert L. Thomas, Jr.
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Name: Elbert L. Thomas, Jr.
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit # Description
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16 Letter of Arthur Andersen LLP to Securities and
Exchange Commission
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