AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1996
REGISTRATION NO. 33--64333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
DEPOSIT GUARANTY CORP.
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0472169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
210 East Capitol Street
Post Office Box 730
Jackson, Mississippi 39205
Telephone Number: (601) 354-8497
(Address, including zip code, and telephone number, including area
code of registrant's principal executive offices)
Arlen L. McDonald
Deposit Guaranty Corp.
210 East Capitol Street
Post Office Box 730
Jackson, Mississippi 39205
Telephone Number: (601) 354-8497
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Keith Parsons, Esq. William S. Rubenstein, Esq.
Watkins Ludlam & Stennis Skadden, Arps, Slate,
633 North State Street Meagher & Flom
Jackson, Mississippi 39205 919 Third Avenue
Telephone Number: (601) 949-4701 New York, New York 10022
Telephone Number: (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ X ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.( ) .
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.( )
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.( )
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM AGGREGATE
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
MOUNT OF REGISTERED(1) REGISTERED(2) PER UNIT(3) PRICE(4) FEE
++ ++ ++
Debt Securities + + +
. . . . . . . . + + +
Debt Warrants + + +
. . . . . . . . + + +
Preferred Stock, + + +
no par value . + + +
. . . . . . . . + + +
Depositary Shares + +
. . . . . . . . + + +
Preferred Stock + +
Warrants. . . + $300,000,000 ++ $300,000,000 + $103,500(5)
. . . . . . . . +
Depositary Share + + +
Warrants. . . + + +
. . . . . . . . + + +
Common Stock, + + +
no par value. + + +
. . . . . . . . + + +
Common Stock + + +
Warrants . . . + + +
. . . . . . . . + + +
. . . . . . . . ++ ++ ++
(1) The securities registered hereunder may be sold separately,
together, or as units with other securities registered
hereunder.
(2) In no event will the aggregate initial offering price of the
Debt Securities, Debt Warrants, Preferred Stock, Preferred
Stock Warrants, Depositary Shares, Depositary Share
Warrants, Common Stock and Common Stock Warrants, issued
under this Registration Statement and in the case of
Warrants for which separate consideration is payable upon
issuance of underlying securities, securities issued upon
exercise of Warrants, exceed $300,000,000 or the equivalent
thereof in one or more foreign currencies or units of one or
more foreign currencies or composite currencies (such as
European Currency Units). The aggregate amount of equity
securities registered hereunder is further limited to that
which is permissible under Rule 415(a)(4) under the
Securities Act. If any securities are issued at an original
issue discount, then additional securities may be issued as
long as the aggregate initial offering price of all such
securities, together with the initial offering price of all
other securities registered hereunder, does not exceed
$300,000,000.
(3) The proposed maximum offering price per unit will be
determined from time to time by the Registrant in connection
with the issuance by the Registrant of the securities
registered hereunder.
(4) No separate consideration will be received for (i) Common
Stock that is issued upon conversion at the option of a
holder of Debt Securities, Preferred Stock, or Depositary
Shares or securities that are issued upon conversion at the
option of the Corporation of Debt Securities, Preferred
Stock, or Depositary Shares. The proposed maximum aggregate
offering price has been estimated solely for the purpose of
computing the registration fee pursuant to Rule 457 of the
Securities Act of 1933.
(5) Previously paid.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
ITEM 16. EXHIBITS.
DESCRIPTION
(1)(a)* Form of Underwriting Agreement.
(3)(a)* Articles of Incorporation of Deposit Guaranty
Corp.
(3)(b)* Bylaws of Deposit Guaranty Corp.
(4)(a)* Form of Senior Indenture, between Deposit
Guaranty Corp. and SunTrust Bank, Atlanta, as
Trustee.
(4)(b)* Form of Subordinated Indenture between
Deposit Guaranty Corp. and SunTrust Bank,
Atlanta, as Trustee.
(4)(c)* Form of Senior Debt Securities (included in
Exhibit (4)(a) to this Registration Statement
and incorporated by reference).
(4)(d)* Form of Subordinated Debt Securities
(included in Exhibit (4)(b) to this Registration
State ment and incorporated by reference).
(4)(e)* Form of Warrant Agreement.
(4)(f)* Form of Warrant Certificate (included in
Exhibit (4)(e) to this Registration Statement
and incorporated by reference).
(4)(g)* Form of Deposit Agreement.
(4)(h)* Form of Depositary Receipt (included in
Exhibit (4)(g) to this Registration Statement
and incorporated by reference).
(5)(a)* Opinion of Watkins Ludlam & Stennis as to the
legality of the securities to be registered.
(5)(b)* Opinion of Skadden, Arps, Slate, Meagher &
Flom as to the legality of the securities to
be registered.
(12)* Computation of the Corporation s Consolidated
Ratios of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Stock
Dividends.
(23)(a) Consent of KPMG Peat Marwick LLP.
(23)(b)* Consent of Watkins Ludlam & Stennis.
(23)(c)* Consent of Skadden, Arps, Slate, Meagher & Flom.
(25)* Form T-1 Statement of Eligibility and
Qualifications under the Trust Indenture Act
of 1939 of SunTrust Bank, Atlanta, as Trustee
under the Senior Indenture and the
Subordinated Indenture.
__________
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant 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 7th day of February, 1996.
DEPOSIT GUARANTY CORP.
By: /s/ Arlen L. McDonald
Executive Vice President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the date
indicated.
NAME TITLE DATE
* Chairman of the
________________________ Board and Director
E.B. Robinson, Jr. (Principal Execu-
tive Officer)
* President and Director
_________________________
Howard L. McMillan, Jr.
/s/ Arlen L. McDonald Executive Vice February 7, 1996
_________________________ President (Principal
Arlen L. McDonald Financial Officer)
* Controller (Principal
__________________________ Accounting Officer)
Stephen E. Barker
* Director
__________________________
Michael B. Bemis
__________________________ Director
Richard H. Bremer
* Director
__________________________
W. Henry Holmon, Jr.
* Director
__________________________
Warren A. Hood, Jr.
* Director
__________________________
Charles L. Irby
* Director
__________________________
Richard D. McRae, Jr.
* Director
__________________________
W.R. Newman, III
* Director
__________________________
John N. Palmer
Director
__________________________
Steven C. Walker
Director
__________________________
J. Kelley Williams
*By: /s/ Arlen L. McDonald February 7, 1996
_____________________
(Attorney-in-fact)
EXHIBIT (23)(A)
Independent Accountants' Consent
The Board of Directors
Deposit Guaranty Corp.:
We consent to 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 ending December 31, 1994 incorporated herein by
reference and to the reference of our firm under the
heading "Experts" in the prospectus. Our report refers
to a change in the method of accounting for debt
securities.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jackson, Mississippi
January 30, 1996
