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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 23, 1994
Date of Report (Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7476 63-0591257
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1400 AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
(205) 320-7151
(Registrant's telephone number,
including area code)
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Item 2. Acquisition of Assets
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On June 23, 1994, AmSouth Bancorporation ("AmSouth") consummated the
transactions contemplated by the Agreement and Plan of Merger between AmSouth
and Fortune Bancorp, Inc. ("Fortune") dated as of September 12, 1993, and
amended as of May 11, 1994 (as so amended, "Merger Agreement"), by the merger of
Fortune with and into AmSouth (the "Merger"). The Merger Agreement provides
that in the Merger (i) each Fortune shareholder will receive either all cash or
all shares of AmSouth common stock in exchange for all his or her shares of
Fortune common stock and (ii) each Fortune preferred shareholder will receive
either all cash or all shares of AmSouth common stock plus approximately $1.81
per share in cash in exchange for all his or her shares of Fortune preferred
stock. The total consideration issued to Fortune shareholders was approximately
4,474,000 shares of AmSouth common stock and approximately $144.6 million in
cash. The cash portion of the purchase price was obtained through the issuance
by AmSouth of $150.0 million in 7.75% Subordinated Notes Due 2004. On March
31, 1994, Fortune had total assets of approximately $2.7 billion and operated
46 offices in Florida.
The transaction is intended to be treated as a tax-free
reorganization for tax purposes and will receive purchase accounting treatment.
Item 7. Financial Statements and Exhibits
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Listed below are the financial statements, pro forma financial
information and exhibits, filed as part of this report.
(A) Financial Statements of Business Acquired:
It is impracticable to provide the required financial
statements at this time, and they will be filed as soon as they
are available, but not later than 60 days after the date of
filing this Form 8-K.
(B) Pro Forma Financial Information:
It is impracticable to provide the required pro forma financial
statements at this time, and they will be filed as soon as they
are available, but not later than 60 days after the date of
filing of this Form 8-K.
(C) Exhibits:
AmSouth Press Release dated June 23, 1994, announcing the
acquisition of Fortune by AmSouth (Exhibit No. 99).
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SIGNATURES
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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.
AMSOUTH BANCORPORATION
By: /s/ Ricky W. Thomas
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Ricky W. Thomas
Senior Vice President,
Controller, and
Chief Accounting Officer
Date: July 8, 1994
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EXHIBIT INDEX
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Item No. Description
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7 (c) Exhibit No. 99 Press Release dated June 23, 1994
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EXHIBIT 99
FOR IMMEDIATE RELEASE
For additional information contact:
Jim Underwood (205) 326-5184
or
Nancy Kaylor (813) 538-1114
Fortune Bancorp to merge
into AmSouth Bank of Florida today
CLEARWATER, FLORIDA, JUNE 23, 1994 --- Fortune Bank will merge into AmSouth
Bank of Florida at the close of business today. At that time hundreds of
Fortune and AmSouth employees will begin the process of converting Fortune's
offices in eight counties into full-service AmSouth offices.
Former Fortune offices will open as AmSouth banks on Friday, however the
conversion process will continue over the weekend. By Monday morning, the
conversion of Fortune customer accounts into corresponding AmSouth accounts will
be completed, and AmSouth's extensive product portfolio will be available at
former Fortune offices.
"We are delighted to welcome our Fortune Bank customers, employees and
shareholders into the AmSouth family," E. W. Stephenson, Jr., chairman and chief
executive officer of AmSouth Bank of Florida, said.
Roy J. McCraw, Jr., president of Fortune Bank, will serve as AmSouth's
senior executive for the West Coast area after the merger.
"We have worked to make the transition to AmSouth services as smooth as
possible for our customers, and now look forward to providing them with more
services and greater convenience than ever before," McCraw said.
Fortune Bank has 46 offices. Due to the proximity of some of these offices
with existing AmSouth offices, 18 Fortune or AmSouth offices will be
consolidated July 21. After these consolidations, customers will be able to
access their accounts at 69 AmSouth branch locations in the west coast area.
Statewide, customers will be able to bank at over 130 branch locations and will
have access to over 270 AmSouth ATMs in four southern states.
After the merger of Fortune Bank, which has assets of $2.7 billion, AmSouth
Bancorporation's assets will total approximately $17 billion, and AmSouth Bank
of Florida's assets will be approximately $6.5 billion.
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In addition to AmSouth Bank of Florida, other AmSouth Bancorporation
affiliates include Birmingham-based AmSouth Bank N.A. with 148 offices, AmSouth
Bank of Tennessee with 21 offices, and AmSouth Bank of Georgia with six offices.
Bank-related affiliates include AmSouth Mortgage Company, Inc., with
offices in nine southeastern states, AmSouth Investment Services, Inc., and
AmSouth Leasing Corporation.
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