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): November 3,
2008
First
Horizon National Corporation
(Exact
Name of Registrant as Specified in Charter)
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TN
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001-15185
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62-0803242
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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165
MADISON AVENUE
MEMPHIS,
TENNESSEE
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38103
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(Address
of Principal Executive Office)
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(Zip
Code)
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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:
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□
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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
2.02 Results of Operations and Financial Condition
First
Horizon will recognize pre-tax expense of approximately $11 million in the third
quarter of 2008 related to Visa’s settlement with Discover
First
Horizon is a member of the Visa USA network. On October 3, 2007, the Visa
organization of affiliated entities completed a series of global restructuring
transactions to combine its affiliated operating companies, including Visa USA,
under a single holding company, Visa Inc. (Visa). Upon completion of
the reorganization, the members of the Visa USA network remained contingently
liable for certain Visa litigation matters. On October 27, 2008, Visa
announced that it had agreed to settle litigation with Discover Financial
Services for $1.9 billion. $1.7 billion of this settlement amount
will be paid from an escrow account established as part of Visa’s
IPO. In connection with this settlement, First Horizon recognized an
$11.0 million increase to its contingent liability for Visa litigation matters
within noninterest expense. All Visa litigation matters for which FHN
has a contingent liability are expected to be settled from an escrow
established by Visa. FHN's contingent liability will be reduced
as Visa funds the escrow. The timing of these funding events and the
related future reversal of FHN's contingent liability are uncertain at this
time. Following the additional $11.0 million pre-tax expense in third
quarter 2008, the current aggregate liability for First Horizon’s proportionate
interest in Visa's litigation matters is $36.7 million. In accordance with
applicable accounting guidance, the $11.0 million amount should be reflected
within the results of operations for third quarter 2008. Due to the
timing of Visa’s announcement, the amounts included in First Horizon's earnings
release dated October 17, 2008, and the related financial supplement and slide
presentation did not reflect this adjustment. Accordingly, First
Horizon has revised its financial statements to include this adjustment which
will be reflected in the third quarter 2008 Form 10-Q, and with this report
amends and supplements its earnings release dated October 17, 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 2.02, 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.
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Exhibit #
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Description
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99.1
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Summary
Quarterly Results
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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.
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First Horizon National
Corporation
(Registrant)
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Date:
November 3, 2008
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By: /s/
Thomas C. Adams, Jr.
Name: Thomas
C. Adams, Jr.
Title: Executive
Vice President and
Interim
Chief Financial
Officer
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EXHIBIT
INDEX
EX-99.1 Summary
Quarterly Results