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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
April 11, 1994
(Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State of Incorporation)
1-7476 63-0591257
(Commission File Number) (I.R.S. Employer
Identification Number)
1400 AmSouth - Sonat Tower Birmingham, Alabama 35203
(Address of executive offices)
(205) 320-7151
(Registrant's telephone number, including area code)
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Item 5. Other Events
Attached as Exhibit 1 to this Current Report on Form 8-K is a
statement of eligibility and qualification of Bankers Trust Company
("Bankers Trust"), a New York banking corporation that has been designated
as trustee for subordinated debt securities of AmSouth Bancorporation
("AmSouth") under an indenture to be entered into between AmSouth and
Bankers Trust.
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Signatures
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
Ricky W. Thomas
Senior Vice President
Controller and Principal
Accounting Officer
Date: April 7, 1994
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EXHIBIT INDEX
Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
Bankers Trust Company . . . . . . . . . . . . Exhibit 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2)____
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
AMSOUTH BANCORPORATION
(Exact name of obligor as specified in the charter)
DELAWARE 63-0591257
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1400 AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(Address of principal (Zip Code)
executive offices)
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
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Item 1. General Information.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Federal Reserve Bank (2nd District) New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
Items 3. - 15.
Not Applicable.
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated June 23, 1992 -
Incorporated herein by reference to Exhibit 1 filed
with Form T-1 Statement, Registration No. 33-48267.
Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
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Exhibit 4 - A copy of existing By-Laws of Bankers Trust
Company, dated September 21, 1993 attached hereto.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein
by reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 22-18864.
Exhibit 7 - The latest report of condition of Bankers Trust
Company dated as of December 31, 1993 -
Incorporated herein by reference to Exhibit 7
filed with Form T-1 Statement,
Registration No. 33-76710.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York,
on the 4th day of April, 1994.
BANKERS TRUST COMPANY
By: /s/ Valerie Dunbar
Valerie Dunbar
Assistant Vice President
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EXHIBIT 4 ANNEX B
BY-LAWS
September 21, 1993
Bankers Trust Company
New York
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BY-LAWS
of
Bankers Trust Company
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be
held at the office of the Company in the Borough of Manhattan, City of New
York, on the third Tuesday in January of each year, for the election of
directors and such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall
be the duty of the Chairman of the Board or the President to call such
meetings whenever requested in writing to do so by stockholders owning a
majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either
in person or by proxy, stockholders owning a majority of the capital stock
of the Company, in order to constitute a quorum, except at special
elections of directors, as provided by law, but less than a quorum shall
have power to adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the President, or
in their absence, the senior officer present, shall preside at meetings of
the stockholders and shall direct the proceedings and the order of
business. The Secretary shall act as secretary of such meetings and record
the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate
powers exercised by a Board of Directors consisting of such number of
directors, but not less than ten nor more than twenty-five, as may from
time to time be fixed by resolution adopted by a majority of the directors
then in office, or by the stockholders. In the event of any increase in
the number of directors, additional directors may be elected, within the
limitations so fixed, either by
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the stockholders or, with the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed
from time to time, shall constitute a quorum. Any one or more members of
the Board of Directors or any Committee thereof, may participate in a
meeting of the Board of Directors or Committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting. All directors hereafter elected shall hold office until the next
annual meeting of the stockholders and until their successors are elected
and have qualified. No person who shall have attained age 70 shall be
eligible to be elected or re-elected a director.
No Officer-Director who shall have attained the age of 65, or earlier
relinquishes his responsibilities and title, shall be eligible to serve as
a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the
Board of Directors may be filled by the affirmative vote of a majority of
the directors then in office, and the directors so elected shall hold
office for the balance of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the
Board of Directors. In his absence, such other director as the Board of
Directors from time to time may designate shall preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for
the conduct of its meetings and the management of the affairs of the
Company as it may deem proper, not inconsistent with the laws of the State
of New York, or these By-Laws, and all officers and employees shall
strictly adhere to, and be bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from
time to time on the third Tuesday of the month. If the day appointed for
holding such regular meetings shall be a legal holiday, the regular meeting
to be held on such day shall be held on the next business day thereafter.
Special meetings of the Board of Directors may be called upon at least one
day's notice whenever it may be deemed proper by the Chairman of the Board
or, in his absence, by such other director as the Board of Directors may
have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.
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SECTION 6. The compensation of directors as such or a members of
committees shall be fixed from time to time by resolution of the Board of
Directors.
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting
of not less than five directors who shall be appointed annually by the
Board of Directors. The Chairman of the Board shall preside at meetings of
the Executive Committee. In his absence such other member of the Committee
as the Committee from time to time may designate shall preside at such
meetings.
The executive Committee shall possess and exercise to the extent permitted
by law all of the powers of the Board of Directors, except when the latter
is in session, and shall keep minutes of its proceedings, which shall be
presented to the Board of Directors at its next subsequent meeting. All
acts done and powers and authority conferred by the Executive Committee
from time to time shall be and be deemed to be, and may be certified as
being, the act and under the authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee
may act only by the concurrent vote of not less than one-third of its
members, at least one of whom must be a director other than an officer.
Any one or more directors, even though not members of the Executive
Committee, may attend any meeting of the Committee, and the members or
members of the Committee present, even though less than a quorum, may
designate any one or more of such directors as a substitute or substitutes
for any absent member or members of the Committee, and each such substitute
or substitutes shall be counted for quorum, voting, and all other purposes
as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by
resolution adopted by a majority of the entire Board of Directors which
shall consist of such number of directors, who are not also officers of the
Company, as may from time to time be fixed by resolution adopted by the
Board of Directors. The Chairman shall be designated by the Board of
Directors, who shall also from time to time fix a quorum for meetings of
the Committee. Such Committee shall conduct the annual director's
examination of the Company as required by the New York State Banking Law;
shall review the reports of all examinations made of the Company by public
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authorities and report thereon to the Board of Directors; and shall report
to the Board of Directors such other matters as it deems advisable with
respect to the Company, its various departments and the conduct of its
operations.
In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or
personnel of the Company, to make studies of the Company's assets and
liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Company and its system of internal
protective controls to the extent considered necessary or advisable in
order to determine that the operations of the Company including its
fiduciary departments, are being audited by the General Auditor in such a
manner as to provide prudent and adequate protection. The Committee also
may direct the General Auditor to make such investigation as it deems
necessary or advisable with respect to the Company, its various departments
and the conduct of its operations. The Committee shall hold regular
quarterly meetings and during the intervals thereof shall meet at other
times on call of the Chairman.
SECTION 3. The Board of Directors shall have the power to appoint any
other Committees as may seem necessary, and from time to time to suspend or
continue the powers and duties of such Committees. Each Committee
appointed pursuant to this Article shall serve at the pleasure of the Board
of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Company shall be a Chairman of the Board, a
President, one or more Vice Chairmen, one or more Executive Vice
Presidents, Managing Directors, and Senior Vice Presidents, one or more
First Vice Presidents, Vice Presidents, and General Managers, a Controller,
a Treasurer, a General Auditor, one or more Deputy Auditors, a General
Credit Auditor, a General Counsel, one or more Associate General Counsels,
and a Secretary, all of whom shall be elected by the Board of Directors,
and such officers as shall from time to time be elected by the Board of
Directors or the Executive Committee or appointed by the Chairman of the
Board, or in his absence, the President.
SECTION 2. The Chairman of the Board shall be the chief executive officer
of the Company and as such shall have, subject to the supervision and
direction of the Board of
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Directors or the Executive Committee, all of the powers vested in such
chief executive officer by law or by these By-Laws, or which usually attach
or pertain to such office. The other officers shall have, subject to the
supervision and direction of the Board of Directors or the Executive
Committee or the Chairman of the Board the powers vested by law or by these
By-Laws in them as holders of their respective officers and, in addition,
shall perform such other duties as shall be assigned to them by the Board
of Directors or the Executive Committee or the Chairman of the Board.
The General Auditor shall be responsible to the Chairman of the Board and,
through the Audit Committee, to the Board of Directors for the
determination of the program of the internal audit function and the
evaluation of the adequacy of the system of internal controls. He shall
perform such other duties as the Chairman of the Board may prescribe and
shall make such examinations and reports as may be required by the Audit
Committee. The General Auditor shall have unrestricted access to all
records and premises and shall delegate such authority to his subordinates.
He shall have the duty to report to the Chairman of the Board on all
matters concerning the internal audit program and the adequacy of the
system of internal controls of the Company which he deems advisable or
which the Chairman of the Board may request. Additionally, the General
Auditor shall have the duty of reporting independently of all officers of
the Company to the Audit Committee at least quarterly on any matters
concerning the internal audit program and the adequacy of the system of
internal controls of the Company which should be brought to the attention
of the directors except those matters responsibility for which has been
vested in the officer in charge of Credit Audit. Should the General
Auditor deem any matter to be of special immediate importance, he shall
report thereon forthwith to the Audit Committee.
The General Credit Auditor shall be responsible to the Chairman of the
Board and, through the Audit Committee, to the Board of Directors for the
systems of internal credit audit, shall perform such other duties as the
Chairman of the Board may prescribe, and shall make such examinations and
reports as may be required by the Audit Committee. The General Credit
Auditor shall have unrestricted access to all records and may delegate such
authority to subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan
or plans of position evaluation and salary administration as shall be
approved from time to time by resolution of the Board of Directors.
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SECTION 4. The Board of Directors, the Executive Committee, the Chairman
of the Board or any persons authorized for this purpose by the Chairman of
the Board, shall appoint or engage all other employees and agents and fix
their compensation. The employment of all such employees and agents shall
continue during the pleasure of the Board of Directors or the Executive
Committee or the Chairman of the Board of any such authorized person; and
the Board of Directors, the Executive Committee, the Chairman of the Board
or any such authorized person may discharge any such employees and agents
at will.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extend permitted by Section
7018 of the New York Banking Law, indemnify any person who is or was made,
or threatened to be made, a party to an action or proceeding, whether civil
or criminal, whether involving any actual or alleged breach of duty,
neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether
brought or threatened in any court or administrative or legislative body or
agency, including an action by or in the right of the Company to procure a
judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the Company is servicing or served in any capacity
at the request of the Company by reason of the fact that he, his testator
or intestate, is or was a director or officer of the Company, or is serving
or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided,
however, that no indemnification shall be provided to any such person if a
judgment or other final adjudication adverse to the director or officer
established that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company
is permitted to provide indemnification or
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the advancement of expenses by applicable law, whether pursuant to rights
granted pursuant to, or provided by, the New York Banking Law or other
rights created by (i) a resolution of stockholder, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, it
being expressly intended that these By-Laws authorize the creation of other
rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to
any person referred to in Section 1 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action
or proceeding referred to in Section 1, upon receipt of a written
undertaking by or on behalf of such person to repay such amount(s) if a
judgment or other final adjudication adverse to the director or officer
established that (i) his acts were committed in bad faith or were the
results of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the
election of its directors is held by the Company, or (ii) any employee
benefit plan of the Company or any corporation referred to in clause (i),
in any capacity shall be deemed to be doing so at the request of the
Company. In all other cases, the provisions of this Article V will apply
(i) only if the person serving another corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise so served
at the specific request of the Company, evidenced by a written
communication signed by the Chairman of the Board or the President, and
(ii) only if and to the extent that, after making such efforts as the
Chairman of the Board or the President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from
such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this Article V
may elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding,
to the extent permitted by law, or on he basis of he applicable law in
effect at the time indemnification is sought.
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SECTION 6. The right to be indemnified or to the reimbursement or
advancement of expense pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Company and the director or officer, (ii) is intended to be retroactive
and shall be available with respect to events occurring prior to the
adoption hereof, and (iii) shall continue to exist after the rescission or
restrictive modification hereof with respect to events occurring prior
thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company,
the claimant may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of the Company (including its
Board or Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of expenses to the
claimant is proper in the circumstances, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant is not entitled to indemnification or
to the reimbursement or advancement of expenses, shall be a defense to the
action or create a presumption that the claimant is not so entitled.
SECTION 8. A person who has been successful, on he merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 1. shall be entitled to indemnification only as
provided in Sections 1 and 3, notwithstanding any provision of the New York
Banking Law to the contrary.
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company,
the counterpart dies of which shall be in charge of the Secretary of the
Company and such officers as the Chairman of the Board or the Secretary may
from time to time direct in writing, to be affixed to certificates of stock
and other documents in accordance with the directions of the Board of
Directors or the Executive Committee.
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SECTION 2. The Board of Directors may provide, in proper cases on a
specified occasion and for a specified transaction or transactions, for the
use of a printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of share shall only be made upon the
books of the Company by the registered holder in person, or by power of
attorney, duly executed, witnessed and filed with the Secretary or other
proper officer of the Company, on the surrender of the certificate or
certificates of such shares properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board
of Directors at any meeting, or by the stockholders at any annual or
special meeting, provided notice thereof has been given.
I, , [Assistant] Secretary of Bankers Trust
Company, New York, New York, hereby certify that the foregoing is a
complete, true and correct copy of the By-Laws of Bankers Trust Company,
and that the same are in full force and effect at this date.
[Assistant] Secretary
Dated:
