SECURITIES AND EXCHANGE COMMISSION

Washingtion, D.C. 20549

Form 10-C

Report by Issuer of Securities Quoted on NASDAQ

Interdealer Quotation System

FILED PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17

OR 15d-17 THEREUNDER

Issuer's telephone number, including area code (615) 783-2000

I. CHANGE IN NUMBER OF SHARES OUTSTANDING

1. Title of security Common Stock, $.50 par value per share

2. Number of shares outstanding before the change 54,496,967

3. Number of shares outstanding after the change 45,918,257

4. Effective date of change August 22, 1994

5. Method of change:

Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.)

Exchange of Common Stock for Series A Convertible Junior Preferred Stock

Give brief description of transaction. The holder of the above referenced Common Stock executed an agreement to exchange the Common Stock of the issuer for shares of a newly authorized series of preferred stock.

II. CHANGE IN NAME OF ISSUER

1. Name prior to change__________________________________________________

2. Name after change_____________________________________________________

3. Effective date of charter amendment changing name_____________________

4. Date of shareholder approval of change, if required___________________