<PAGE> 1
Filed with the Securities and Exchange
Commission on October 2, 1995 Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEPOSIT GUARANTY CORP.
MISSISSIPPI 64-072169
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
210 EAST CAPITOL STREET
P.O. BOX 730
JACKSON, MS 39205
(601) 354-8497
(Address of registrant's principal offices)
----------------------------------------------------------
ARLEN L. MCDONALD
210 EAST CAPITOL STREET
P.O. BOX 730, JACKSON, MS 39205
(601) 354-8497
(Name, address, and telephone number of agent for service)
----------------------------------------------------------
Copies to:
L. KEITH PARSONS, ESQ.
WATKINS LUDLAM & STENNIS
633 NORTH STATE STREET
P.O. BOX 427, JACKSON, MS 39205-0427
(601) 949-4701
----------------------------------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or reinvestment plans, please check the following box.
[ ]
If any of the securities being offered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than in connection with dividend or reinvestment plans,
check the following box. [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Unit(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no
par value 994,026 42.125 41,873,345 $14,439.09
=============================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on the average high and low price per
share, as reported by the NASDAQ National Market System for September 29,
1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
<PAGE> 2
PROSPECTUS
SUBJECT TO COMPLETION OCTOBER 2, 1995
994,026 SHARES
DEPOSIT GUARANTY CORP.
COMMON STOCK
(No Par Value Per Share)
------------------------------
This Prospectus relates to 994,026 shares (the "Shares") of Common Stock, no
par value, of Deposit Guaranty Corp. (the "Company") to be offered from time
to time for the accounts of the Selling Shareholders. The Company will not
receive any of the proceeds from the sale of the Shares being sold by the
Selling Shareholders. The Shares were issued to the Selling Shareholders in
connection with the acquisition of First Merchants Financial Corporation by the
Company.
The Company's Common Stock is traded in the over-the-counter market under
the NASDAQ symbol "DEPS". On September 29, 1995, the last reported sale price
of the Company's Common Stock reported by the NASDAQ National Market System was
$42.25.
The Shares of Common Stock being offered by this Prospectus may be offered
and sold by a Selling Shareholder in the NASDAQ National Market System or in
privately negotiated transactions, at the maximum price obtainable by the
Selling Shareholder.
The expenses of registration under the Securities Act of 1933 of the Shares
being offered hereby are estimated to be approximately $______.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September __, 1995.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE> 3
No person is authorized to give any information or to make any
representation in connection with the offering of the Shares other than those
contained in this Prospectus and, if given or made, such information or
representations must not be relied on as having been authorized by the Company.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to purchase, the Shares in any jurisdiction in which such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is hereby made to such
Registration Statement, including the exhibits filed as part thereof.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement (with exhibits), as well as such
reports, proxy statements and other information, can be inspected and copied at
the public reference facilities maintained by the Commission at its principal
offices at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549 and
at the Commission's regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, NW, Washington D.C. 20549 at prescribed
rates. In addition, because the Common Stock is included in the NASDAQ
National Market System, the Company also files reports, proxy statements and
other materials with the National Association of Securities Dealers, Inc., c/o
NASDAQ Report Section - 3rd Floor, 1735 K Street, NW, Washington, D.C., where
such material may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1995, and June 30, 1995, and the current report on Form
8-K dated August 18, 1995, which have been filed by the Company under the
Exchange Act, are incorporated by reference herein. The description of capital
stock contained in Item 14 of the Company's Registration Statement on Form 10
filed April 21, 1970, Item 4 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1982, Item 4 of the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1986, Item 4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1987, relating to
the description of the Company's Common Stock is incorporated by reference
herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement as modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon written or oral request of such person,
a copy of any or all of the documents referred to above which have been or may
be incorporated by reference herein, other than exhibits thereto (unless such
exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to the Company's principal
executive offices at 210 East Capitol Street, Jackson, Mississippi 39201,
Attention: Arlen L. McDonald, Executive Vice President and Chief Financial
Officer, telephone number (601) 354-8497.
USE OF PROCEEDS BY THE COMPANY
The Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby, nor will any such proceeds be available for use by it or
for its benefit.
<PAGE> 4
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the ownership
of Common Stock by each Selling Shareholder. The information provided is as of
September 28, 1995. All Shares held by the Selling Shareholders were acquired
in connection with the acquisition of First Merchants Financial Corporation
("FMFC") and its subsidiary bank, Merchants National Bank ("Merchants"), by the
Company, through the merger of FMFC into a wholly-owned subsidiary of the
Company. Except as set forth in the table below, no Selling Shareholder has
held any position or office, or had any material relationship with the Company
in the past three (3) years.
<TABLE>
<CAPTION>
Prior to Offering Number
------------------------------- of
Percentage of Shares
Positions Held with FMFC or Number of Class to be
Name and Address of Selling Shareholder Merchants Shares Owned Outstanding Offered
- ------------------------------------------- ---------------------------- ------------ ------------- -------
<S> <C> <C> <C> <C>
Jim L. Hanna Vice President & Director of 67,937 .35% 67,937
Post Office Box 1356 FMFC
Fort Smith, AR 72902 Director of Merchants
H. L. Hembree & Janelle Y. Hembree H.L. Hembree-Chairman of 360,474 1.84% 360,474
Post Office Box 17007 FMFC
Fort Smith, AR 72917-9982 Janelle Y. Hembree-Vice
President of FMFC
Both are Directors of FMFC &
Merchants
H. L. Hembree Director of FMFC & Merchants 24,275 .12% 24,275
Post Office Box 17007 Chairman of FMFC
Fort Smith, AR 72917-9982
Joe D. Powers Director of FMFC & Merchants 59,250 .30% 59,250
c/o The Merchants National Bank of Fort Smith President of FMFC
Post Office Box 17007 Chairman & CEO of Merchants
Fort Smith, AR 72917-9982
The Merchants National Bank of Fort Smith, Douglas G. Rogers, III, a 55,771 .28% 55,771
Trustee for the Douglas G. Rogers, Jr. Family beneficiary of the trust, is
Trust 1983 a Vice President & Director
Post Office Box 17007 of FMFC & a Director of
Fort Smith, AR 72917-9982 Merchants
Ralph J. Speer, Jr. Director of FMFC & Merchants 56,863 .29% 56,863
3700 Old Oaks Lane Vice President & Assistant
Fort Smith, AR 72093 Secretary of FMFC
H. Lawson Hembree Director of FMFC & Merchants 168,031 .86% 168,031
P. O. Box 17007 Executive Vice President of
Fort Smith, AR 72917-9982 FMFC
President & COO of Merchants
Scott Hembree Director of FMFC 168,031 .86% 168,031
P. O. Box 17007 Vice President of FMFC
Fort Smith, AR 72917-9982
Gene Bishop ___ 27,834 .14% 27,834
200 Crescent Court, Suite 1650
Dallas, TX 75201
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Dwain Howard ___ 5,560 .03% 5,560
10105 Foxboro Road
Fort Smith, AR 72903
</TABLE>
The Shares being offered for the accounts of the Selling Shareholders
constitute 5.07% of the outstanding stock of the Company as of September 29,
1995.
PLAN OF DISTRIBUTION
The Company's Common Stock is currently traded on the NASDAQ National Market
System. The distribution of the Shares may be effected from time to time by
the Selling Shareholders in one or more open market transactions on the NASDAQ
National Market System, in privately negotiated transactions, or in a
combination of such methods of sale. The public offering price for any Shares
that are sold will be determined by the price as reported on NASDAQ, or at
negotiated prices in private transactions.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby will be passed
upon for the Company by Watkins Ludlam & Stennis of Jackson, Mississippi.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1994
and 1993, and for each of the years in the three-year period ended December
31, 1994, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, also incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. The report
of KPMG Peat Marwick LLP covering the December 31, 1994, consolidated financial
statements refers to a change in the method of accounting for debt securities.
With respect to the unaudited interim financial information for the periods
ended June 30, 1995 and March 31, 1995, incorporated by reference herein, the
independent certified public accountants have reported that they applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports included in the Company's
quarterly report on Form 10-Q for the quarters ended June 30, 1995 and March
31, 1995, incorporated by reference herein, state that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of section 11 of
the Securities Act of 1933 for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of section 7 and 11 of the Act.
<PAGE> 6
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all fees and expenses payable in connection
with the issuance and distribution of the Shares, other than underwriting
discounts and commissions. All such fees and expenses will be paid by the
Company. All amounts shown are estimates, except for the Commission
registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $
Legal Fees and Expenses *
Accountants' Fees *
Miscellaneous Expenses *
-------------------
TOTAL $ *
===================
</TABLE>
* To be provided by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of Mississippi. Subarticle E of
Article 8 of the Mississippi Business Corporation Act prescribes the conditions
under which indemnification may be obtained by a present or former director or
officer of the Company who incurs expenses or liability as a consequence of
matters arising out of his activities as a director or officer.
Article Nine of the Company's Articles of Incorporation also provides for
indemnification of officers and directors under certain circumstances. The
Company has purchased a liability policy which, subject to any limitations set
forth in the policy, indemnifies the Company's directors and officers for
damages that they become legally obligated to pay as a result of any negligent
act, error or omission committed by such person in his capacity as an officer
or director.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 16. EXHIBITS
The following exhibits are furnished (or incorporated by reference) as a
part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5 Opinion of Watkins Ludlam & Stennis regarding legality of common stock registered hereby
23(a) Consent of KPMG Peat Marwick LLP, independent auditors
23(b) Consent of Watkins Ludlam & Stennis is contained in their opinion filed as Exhibit 5 to this
Registration Statement
24 Power of attorney included as part of signature page
</TABLE>
<PAGE> 7
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi on this the 28th day
of September, 1995.
DEPOSIT GUARANTY CORP.
BY: /s/ E. B. ROBINSON, JR.
---------------------------
E. B. Robinson, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below constitutes and appoints E. B. Robinson, Jr., Howard L. McMillan, Jr.
and Robert G. Barnett, and each of them (with full power to act alone), his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him or her and on his or her behalf and in
his or her name, place and stead, in any and all capacities, to sign, execute
and affix his or her name and signature to and file any and all documents
relating to the registration under the Securities Act of Shares of the Company
Common Stock as set forth herein and do hereby grant to said attorneys, and
each of them full power and authority to do and perform each and every act and
thing necessary to be done in and about the premises in order to effectuate
such registration as fully to all intents and purposes as he or she might do
personally, and do hereby ratify and confirm all that said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. The documents
referred to include a Registration Statement under the Securities Act on Form
S-3, and any amendments (including post effective amendments) thereto, and all
documents deemed necessary or desirable by said attorneys-in-fact to be filed
with departments or agencies of the several states regulating the qualification
or registration of securities under Blue Sky laws of said states, together with
any and all documents and all exhibits relating to the registration statement,
amendments, or exhibits required to be filed with any administrative or
regulatory agency or authority.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ E. B. ROBINSON, JR. Chairman of the Board September 28, 1995
- ------------------------------ and Director (Principal
E. B. Robinson, Jr. Executive Officer)
/s/ HOWARD L. MCMILLAN, JR. President and Director September 28, 1995
- ------------------------------
Howard L. McMillan, Jr.
/s/ ARLEN L. MCDONALD Executive Vice President September 28, 1995
- ------------------------------ (Principal Financial
Arlen L. McDonald Officer)
/s/ STEPHEN E. BARKER Controller (Principal September 28, 1995
- ------------------------------ Accounting Officer)
Stephen E. Barker
/s/ MICHAEL B. BEMIS Director September 29, 1995
- ------------------------------
Michael B. Bemis
Director ______________, 1995
- ------------------------------
Richard H. Bremer
Director ______________, 1995
- ------------------------------
W. Henry Holman, Jr.
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
- --------------------------- Director ______________, 1995
Warren A. Hood, Jr.
- --------------------------- Director ______________, 1995
Charles L. Irby
- --------------------------- Director ______________, 1995
Richard D. McRae, Jr.
/s/ W. R. NEWMAN, III Director September 28, 1995
- ---------------------------
W. R. Newman, III
/s/ JOHN N. PALMER Director September 28, 1995
- ---------------------------
John N. Palmer
/s/ STEVEN C. WALKER Director September 28, 1995
- ---------------------------
Steven C. Walker
/s/ J. KELLEY WILLIAMS Director September 29, 1995
- ---------------------------
J. Kelley Williams
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5 Opinion of Watkins Ludlam & Stennis regarding legality of common stock registered hereby
23(a) Consent of KPMG Peat Marwick LLP, independent auditors
23(b) Consent of Watkins Ludlam & Stennis is contained in their opinion filed as Exhibit 5 to this
Registration Statement
24 Power of attorney included as part of signature page
</TABLE>
<PAGE> 1
EXHIBIT 5
September 29, 1995
Board of Directors
Deposit Guaranty Corp.
210 East Capitol Street
Jackson, Mississippi 39201
Gentlemen:
We have acted as counsel to Deposit Guaranty Corp. in connection with
the registration on Form S-3 of 994,026 shares of Common Stock, no par value,
under the Securities Act of 1933. We have examined the Articles of
Incorporation and the amendments thereto of Deposit Guaranty Corp., and such
other documents as we deemed relevant.
Based on the foregoing, it is our opinion that the 994,026 shares of
Common Stock of Deposit Guaranty Corp. to be registered under the Securities
Act of 1933 have been duly and validly authorized by Deposit Guaranty Corp.,
and are validly and legally issued, fully paid and non-assessable shares of
Common Stock of Deposit Guaranty Corp.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus comprising Part I of the Registration Statement.
Sincerely,
/s/ WATKINS LUDLAM & STENNIS
WATKINS LUDLAM & STENNIS
<PAGE> 1
EXHIBIT 23(a)
Independent Accountants' Consent
The Board of Directors
Deposit Guaranty Corp.
We consent to the use of our audit report dated February 3, 1995 on the
consolidated financial statements of Deposit Guaranty Corp. and subsidiaries as
of December 31, 1994 and 1993, and for each of the years in the three-year
period ended December 31, 1994 incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our
report refers to a change in the method of accounting for debt securities.
KPMG PEAT MARWICK LLP
Jackson, Mississippi
September 29, 1995
