<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-50363
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 21, 1993)
$150,000,000
LOGO OF AMSOUTH
AMSOUTH BANCORPORATION
7 3/4% SUBORDINATED NOTES DUE 2004
Interest on the Notes is payable semiannually on May 15 and November 15,
beginning November 15, 1994. The Notes will mature on May 15, 2004 and will
not be redeemable prior to maturity. The Notes are subordinated to all
existing and future Senior Indebtedness of AmSouth Bancorporation as described
herein. Payment of the principal of the Notes may be accelerated only in the
case of certain events involving the bankruptcy, insolvency or reorganization
of AmSouth. There is no right of acceleration in the case of a default in
performance of any covenants of AmSouth, including the failure to pay
principal or interest on the Notes when due.
The Notes will be issued only in fully registered form and will be represented
by one or more Global Notes registered in the name of a nominee of The
Depository Trust Company, as Depositary. Beneficial interests in the Notes
will be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary's participants. Except as described in
"Description of Securities--Global Notes" in the accompanying Prospectus,
owners of beneficial interests in the Notes will not be entitled to receive
Notes in definitive form and will not be considered the holders thereof.
THE NOTES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT AMSOUTH(1)(2)
<S> <C> <C> <C>
Per Note................................ 99.389% .650% 98.739%
Total................................... $149,083,500 $975,000 $148,108,500
</TABLE>
- -------------------------------------------------------------------------------
(1)Plus accrued interest, if any, from May 25, 1994, to the date of delivery.
(2)Before deducting expenses payable by AmSouth estimated to be $280,000.
The Notes are offered subject to receipt and acceptance by the Underwriters,
to prior sale and to the Underwriters' right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Notes in book entry form only will be made
through the facilities of The Depository Trust Company on or about May 25,
1994.
SALOMON BROTHERS INC
KEEFE, BRUYETTE & WOODS, INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
The date of this Prospectus Supplement is May 19, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE PRICE OF THE NOTES OFFERED HEREBY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
EXCEPT AS OTHERWISE NOTED, THE HISTORICAL CONSOLIDATED FINANCIAL DATA FOR
AMSOUTH AND ITS SUBSIDIARIES CONTAINED HEREIN HAVE BEEN RESTATED TO GIVE
EFFECT TO CERTAIN BUSINESS COMBINATIONS DESCRIBED HEREIN THAT HAVE BEEN
ACCOUNTED FOR UNDER THE POOLING-OF-INTERESTS ACCOUNTING METHOD.
----------------
AMSOUTH
AmSouth Bancorporation ("AmSouth") is a regional bank holding company
headquartered in Birmingham, Alabama, with 268 banking offices located in
Alabama, Florida, Tennessee and Georgia at March 31, 1994. At March 31, 1994,
AmSouth had total consolidated assets of approximately $13.2 billion, total
consolidated deposits of approximately $10.0 billion and total consolidated
shareholders' equity of approximately $1.1 billion. AmSouth was the largest
bank holding company headquartered in Alabama in terms of equity capital and
the second largest in terms of assets, based on March 31, 1994 information.
Through its subsidiaries, AmSouth offers a broad range of banking and bank-
related services.
AmSouth's largest subsidiary is AmSouth Bank N.A., headquartered in
Birmingham, Alabama ("AmSouth Alabama"). At March 31, 1994, AmSouth Alabama
had total consolidated assets of approximately $8.8 billion, total
consolidated deposits of approximately $6.4 billion and total consolidated
shareholders' equity of approximately $749.7 million. AmSouth Alabama is a
full-service bank with 148 banking offices located throughout Alabama at March
31, 1994.
AmSouth's other major banking subsidiaries are AmSouth Bank of Florida
("AmSouth Florida"), headquartered in Pensacola, Florida, and AmSouth Bank of
Tennessee ("AmSouth Tennessee"), headquartered in Chattanooga, Tennessee.
At March 31, 1994, AmSouth Florida had total consolidated assets of
approximately $3.5 billion, total consolidated deposits of approximately $2.6
billion and total consolidated shareholders' equity of approximately $270.3
million. AmSouth Florida operated 94 offices in Florida as of March 31, 1994.
At March 31, 1994, AmSouth Tennessee had total consolidated assets of
approximately $1.0 billion, total consolidated deposits of approximately
$794.7 million and total consolidated shareholders' equity of approximately
$111.6 million. AmSouth Tennessee operated 21 offices in Tennessee as of March
31, 1994.
AmSouth's other subsidiaries include AmSouth Mortgage Company, Inc., which
offers first mortgage loans through offices in nine states, AmSouth Leasing
Corporation, a specialized lender providing equipment leasing, and AmSouth
Investment Services, Inc., a registered broker-dealer that provides securities
brokerage services.
S-2
<PAGE>
RECENT DEVELOPMENTS
COMPLETED AND PENDING BUSINESS COMBINATIONS
Since January 1993, AmSouth has completed ten financial institution business
combinations, the terms of which are summarized in the following table.
<TABLE>
<CAPTION>
APPROXIMATE CONSIDERATION/
HEADQUARTERS TOTAL ACCOUNTING COMPLETION
NAME OF ACQUIRED COMPANY LOCATION ASSETS(1) TREATMENT DATE
- ------------------------------------ ----------------------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
First Chattanooga Financial Corpora-
tion ("FCFC")...................... Chattanooga, Tennessee $ 1 billion cash and February 1993
common
stock/purchase
Charter Banking Corp./First Gulf
Bank ("Charter")................... St. Petersburg, Florida 105 million cash/purchase October 1993
Mickler Corporation/The First Na-
tional Bank of Clearwater ("Clear- Clearwater, Florida 436 million common stock/ October 1993
water")............................ pooling of
interests
First Sunbelt Bankshares, Inc.
("First Sunbelt").................. Rome, Georgia 102 million common stock/ December 1993
pooling of
interests
Mid-State Federal Savings Bank
("Mid-State Federal").............. Ocala, Florida 734 million cash and December 1993
common
stock/purchase
Orange Banking Corporation
("Orange")......................... Orlando, Florida 354 million common stock/ January 1994
pooling of
interests
FloridaBank, a Federal Savings Bank
("FloridaBank").................... Jacksonville, Florida 271 million common stock/ February 1994
pooling of
interests
Citizens National Corporation
("Citizens National").............. Naples, Florida 313 million common stock/ April 1994
pooling of
interests
Parkway Bancorp, Inc. ("Parkway")... Ft. Myers, Florida 130 million common stock/ April 1994
pooling of
interests
First Federal Savings Bank, Calhoun,
Georgia ("Calhoun")............... Calhoun, Georgia 72 million common stock/ April 1994
pooling of
interests
</TABLE>
- --------
(1) The dollar amounts indicated represent assets of the specified
organization as of the last reported period prior to the business
combination.
As of the date of this Prospectus Supplement, AmSouth is a party to a number
of pending business combinations, which are summarized in the table below.
Except as noted, consummation of each of these transactions remains subject to
fulfillment of a number of conditions, including receipt of certain
shareholder or regulatory approvals. No assurances can be given that such
conditions will be fulfilled or that such transactions will be consummated.
<TABLE>
<CAPTION>
APPROXIMATE
NAME OF COMPANY TO BE HEADQUARTERS TOTAL CONSIDERATION/EXPECTED
ACQUIRED LOCATION ASSETS(1) ACCOUNTING TREATMENT
- ------------------------ ------------ ------------- --------------------------
<S> <C> <C> <C>
Fortune Bancorp, Inc. cash and common
("Fortune")............ Clearwater, Florida $ 2.7 billion stock/purchase
The Tampa Banking Com- common stock/pooling of
pany ("Tampa")......... Tampa, Florida 213 million interests
Community Federal Sav-
ings Bank
("Community").......... Fort Oglethorpe, Georgia 103 million cash/purchase
</TABLE>
- --------
(1)The dollar amounts indicated represent assets of the specified organization
as of March 31, 1994.
S-3
<PAGE>
As indicated above, on September 12, 1993, AmSouth signed a definitive
agreement to acquire Fortune and its savings and loan subsidiary, Fortune Bank
a Savings Bank, headquartered in Clearwater, Florida. Under the terms of the
agreement, Fortune shareholders may make an election to receive either cash or
AmSouth common stock (plus $1.81 per share in cash, in the case of shares of
Fortune preferred stock) based on a formula which takes into consideration
AmSouth's average stock price over the ten consecutive trading days ending on
the tenth business day prior to the date of consummation of the acquisition.
Approximately one-half of Fortune's outstanding shares will be exchanged for
cash and one-half for AmSouth common stock (subject to adjustment based upon
the average price per share of AmSouth common stock), with AmSouth issuing a
total of approximately 4,507,000 shares of AmSouth common stock and
approximately $145.8 million in cash. At March 31, 1994, Fortune had total
consolidated assets of approximately $2.7 billion and total consolidated
deposits of approximately $1.8 billion. AmSouth anticipates that the
acquisition of Fortune (the "Fortune Acquisition") will be accounted for as a
purchase under generally accepted accounting principles.
The Fortune Acquisition has received the requisite approvals of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), the
Federal Deposit Insurance Corporation (the "FDIC"), the Office of Thrift
Supervision and the Florida Department of Banking and Finance. It remains
subject to receipt of the approval of Fortune's shareholders. Assuming receipt
of such approval, AmSouth currently expects the Fortune Acquisition to close
in June 1994.
AmSouth continually evaluates business combination opportunities and
frequently conducts due diligence activities in connection with possible
business combinations. As a result, discussions and, in some cases,
negotiations frequently take place, and future business combinations involving
cash, debt or equity securities can be expected. Any future business
combination or series of business combinations that AmSouth might undertake
may be material, in terms of assets acquired, liabilities assumed or
otherwise, to AmSouth's financial condition.
CONVERSION OF AMSOUTH ALABAMA
On January 21, 1994, AmSouth announced that applications had been filed with
the Federal Reserve Board, the FDIC and the State of Alabama to convert
AmSouth Alabama from a national banking association to a state-chartered,
Federal Reserve member bank. AmSouth Alabama's operations, including its
capital adequacy and capacity for the payment of dividends, are not expected
to change in any material respect as a result of the conversion.
Following the conversion, AmSouth Alabama's primary federal regulator would
be the Federal Reserve Board. As an Alabama-chartered bank, AmSouth Alabama
would no longer be subject to regulation and supervision by the Comptroller of
the Currency (the "Comptroller"), including regulations with respect to
payment of dividends. See "Certain Regulatory Considerations" in the
Prospectus. However, AmSouth Alabama would be subject to similar dividend
restrictions under federal and Alabama state law. At March 31, 1994, under
dividend restrictions imposed under federal and state laws, AmSouth's
subsidiary banks, without obtaining government approvals, could declare
aggregate dividends of approximately $173 million.
PRODUCTIVITY PLAN
A "Productivity Plan" initiative was announced by AmSouth in 1993.
Management completed a comprehensive study to determine steps to improve the
overall efficiency of AmSouth. One component of the Productivity Plan included
the elimination of 750 positions. At March 31, 1994, AmSouth had achieved 98%
of this goal. Another component of the Productivity Plan is the centralization
of certain bank functions, which will affect noninterest expense amounts other
than salaries and benefits.
S-4
<PAGE>
USE OF PROCEEDS
AmSouth currently intends to use a substantial portion of the proceeds from
the sale of the 7 3/4% Subordinated Notes Due 2004 offered hereby (the
"Notes") to fund the cash component of the consideration to be paid to the
shareholders of Fortune in connection with the Fortune Acquisition. AmSouth
currently expects that if the Fortune Acquisition is completed AmSouth will
pay approximately $145.8 million in cash and an approximately equivalent
amount in shares of AmSouth common stock to Fortune shareholders. For further
information concerning the Fortune Acquisition, see "Recent Developments--
Completed and Pending Business Combinations." AmSouth currently intends to use
any remaining proceeds (which could include all the proceeds in the event that
the Fortune Acquisition were not to be consummated) for general corporate
purposes. See "Use of Proceeds" in the Prospectus.
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for
AmSouth for the three months ended March 31, 1994 and 1993 and for the five
years ended December 31, 1993 and is qualified in its entirety by the detailed
information and financial statements included in the documents incorporated by
reference. See "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus. The selected consolidated financial data at or for
the three months ended March 31, 1993 and March 31, 1994 included in the
following table give effect to the acquisitions of Clearwater, First Sunbelt,
Orange and FloridaBank on a pooling-of-interests accounting basis, and the
acquisition of FCFC on a purchase accounting basis. The selected consolidated
financial data for the three months ended March 31, 1994 also give effect to
the acquisitions of Charter and Mid-State Federal on a purchase accounting
basis. The selected consolidated financial data at or for the year ended
December 31, 1993 included in the following table give effect to the
acquisitions of Clearwater and First Sunbelt on a pooling-of-interests
accounting basis, and the acquisitions of FCFC, Charter and Mid-State Federal
on a purchase accounting basis. The selected consolidated financial data for
the years ended December 31, 1989 through December 31, 1992 included in the
following table have been restated for the pooling of interests of Clearwater
but have not been restated for the pooling of interests of First Sunbelt,
Orange and FloridaBank the effect of which is not material to AmSouth's
financial statements. The selected consolidated financial data do not give
effect to any business combination completed subsequent to March 31, 1994.
S-5
<PAGE>
AMSOUTH HISTORICAL
<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS
ENDED MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------ ------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
(In thousands)
Gross interest margin.. $129,164 $118,504 $462,077 $393,437 $334,712 $297,525 $277,743
Provision for loan
losses................ 1,042 7,184 18,980 36,555 46,029 41,583 44,766
Noninterest revenues... 47,955 49,116 194,361 164,249 162,502 130,243 124,857
Noninterest expenses... 114,324 105,532 420,087 370,056 340,748 288,488 275,446
Applicable income
taxes................. 20,473 17,510 71,144 43,026 27,636 22,297 15,185
Net income............. 41,280 37,394 146,227 108,049 82,801 75,400 67,203
AVERAGE STATEMENT OF
CONDITION
(In millions)
Securities(1).......... $ 3,046 $ 3,108 $ 2,399 $ 2,536 $ 2,477 $ 2,196 $ 2,088
Loans, net of unearned
income................ 8,370 7,011 7,043 5,757 5,631 5,734 5,597
Allowance for loan
losses................ 129 108 108 90 91 87 76
Total earning assets... 11,809 10,531 10,543 8,756 8,417 8,095 7,841
Total assets........... 12,880 11,485 11,464 9,591 9,266 8,939 8,688
Deposits............... 10,000 8,808 8,745 7,608 7,441 7,093 6,811
Long-term debt......... 165 158 159 138 135 131 131
Shareholders' equity... 1,143 946 979 791 682 607 588
END-OF-PERIOD STATEMENT
OF CONDITION
(In millions)
Securities(1).......... $ 3,299 $ 3,256 $ 1,618 $ 2,415 $ 2,664 $ 2,150 $ 2,105
Loans, net of unearned
income................ 8,563 7,261 7,930 6,139 5,723 5,840 5,831
Allowance for loan
losses................ 126 113 118 93 89 88 93
Total earning assets... 12,120 10,976 11,402 9,297 9,009 8,145 8,135
Total assets........... 13,187 12,063 12,548 10,209 9,925 9,148 8,993
Deposits............... 10,006 9,132 9,568 7,800 7,779 7,449 7,047
Long-term debt......... 161 162 163 136 139 129 131
Shareholders' equity... 1,145 994 1,090 825 754 625 600
SELECTED FINANCIAL
RATIOS
Return on average
total assets.......... 1.30% 1.32% 1.28% 1.13% 0.89% 0.84% 0.77%
Return on average
common equity......... 14.64 16.03 14.93 13.66 12.14 12.43 11.43
Taxable-equivalent
gross interest margin
to average earning
assets................ 4.57 4.73 4.55 4.72 4.24 3.96 3.85
Operating efficiency
ratio(2).............. 63.16 61.35 62.34 64.07 65.56 63.96 64.59
Dividend payout........ 43.75 37.18 39.35 42.63 47.34 47.72 52.05
Allowance at end of
period to loans, net
of unearned income.... 1.47 1.56 1.49 1.51 1.56 1.50 1.60
Allowance at end of
period to
nonperforming
loans(3).............. 202.33 182.80 245.82 164.28 134.54 103.35 118.33
Nonperforming assets
to loans, net of
unearned income,
foreclosed properties
and repossessions(4).. 0.99 1.53 0.92 1.59 2.74 2.85 2.18
Tier 1 Capital to
risk-adjusted
assets(5)............. 11.00 9.88 10.95 9.36 8.74 7.59 7.02
Total Capital to risk-
adjusted assets(5).... 13.30 12.25 13.31 11.81 11.26 10.29 9.84
Double leverage(6)..... 103.86 101.12 104.0 101.7 103.7 119.2 113.2
CONSOLIDATED RATIOS OF
EARNINGS TO FIXED
CHARGES(7)
Excluding interest on
deposits............. 4.80x 4.50x 4.40x 3.90x 2.60x 1.98x 1.74x
Including interest on
deposits............. 1.73 1.67 1.67 1.47 1.24 1.19 1.15
</TABLE>
- --------
(1) Effective January 1, 1994, AmSouth adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Amounts at March 31, 1993 and 1994 reflect
AmSouth's total securities portfolio, which includes trading securities,
available-for-sale securities and held-to-maturity securities. All other
amounts include only investment securities.
(2) The operating efficiency ratio is defined as noninterest expenses divided
by the sum of the taxable-equivalent gross interest margin and noninterest
revenues.
(3) Nonperforming loans include nonaccrual loans and restructured loans.
(4) Nonperforming assets include nonaccrual loans, restructured loans,
foreclosed properties and repossessions.
(5) Regulatory capital ratios are all given under the Federal Reserve Board's
risk-based capital guidelines as currently in effect. Regulatory capital
ratios for periods prior to 1992 have not been restated to give effect to
any business combinations."Tier 1 Capital" consists of common stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain intangibles. For
further information on regulatory capital ratios of AmSouth on both an
historical and a pro forma combined basis after giving effect to certain
business combinations, see "Unaudited Pro Forma Combined Condensed
Selected Financial Data" and "Certain Regulatory Considerations--Capital
Adequacy" in the Prospectus.
(6) The double leverage ratio is a parent-company-only ratio defined as the
ratio of investment in subsidiaries (as reflected on a parent-company-only
balance sheet) plus goodwill of the parent company to total shareholders'
equity of the parent company. The double leverage ratios for periods prior
to 1992 have not been restated to give effect to any business
combinations.
(7) For purposes of computing the ratios of earnings to fixed charges,
earnings represent income from continuing operations before extraordinary
items plus income taxes and fixed charges. Fixed charges, excluding
interest on deposits, represent interest (other than on deposits), and
one-third (the proportion deemed representative of the interest factor) of
rents and all amortization of debt issuance costs. Fixed charges,
including interest on deposits, represent all interest and one-third (the
proportion deemed representative of the interest factor) of rents and all
amortization of debt issuance costs.
S-6
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED SELECTED FINANCIAL DATA
The following table presents pro forma combined condensed selected financial
data for AmSouth, as adjusted to give effect to the business combinations
specified below, and should be read in conjunction with, and is qualified by
reference to, the more detailed pro forma financial statements of AmSouth,
including the respective notes thereto, incorporated by reference herein, and
filed with the Securities and Exchange Commission under cover of a Current
Report on Form 8-K on May 19, 1994. The pro forma combined condensed financial
data are presented for informational purposes only and are not necessarily
indicative of the combined financial position or results of operations that
actually would have occurred if any or all of the business combinations
specified below had been consummated on or before December 31, 1993 or March
31, 1994 or that may be obtained in any future period.
<TABLE>
<CAPTION>
AMSOUTH PRO FORMA
STATEMENT OF EARNINGS FOR THE YEAR ENDED DECEMBER HISTORICAL (1) COMBINED(2)
31, 1993 -------------- ----------
(In thousands)
<S> <C> <C>
Gross interest margin............................. $462,077 $616,074
Provision for loan losses......................... 18,980 49,748
Noninterest revenues.............................. 194,361 218,991
Noninterest expenses.............................. 420,087 557,968
Applicable income taxes........................... 71,144 76,078
Net income........................................ 146,227 151,271
STATEMENT OF CONDITION AT MARCH 31, 1994
(In millions)
Total securities.................................. $ 3,299 $ 4,412
Loans, net of unearned income..................... 8,563 10,530
Allowance for loan losses......................... 126 163
Total earning assets.............................. 12,120 15,398
Total assets...................................... 13,187 16,802
Deposits.......................................... 10,006 12,534
Long-term debt.................................... 161 538
Shareholders' equity.............................. 1,145 1,322
SELECTED RATIOS AT MARCH 31, 1994
Tier 1 Capital to risk-adjusted assets(3)......... 11.00% 9.65%
Total Capital to risk-adjusted assets(3).......... 13.30 13.08
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES FOR
THE YEAR ENDED DECEMBER 31, 1993(4)
Excluding interest on deposits.................... 4.40x 3.26x
Including interest on deposits.................... 1.67 1.47
</TABLE>
- --------
(1) The AmSouth Historical Statement of Earnings and Consolidated Ratios of
Earnings to Fixed Charges present consolidated financial data for AmSouth
and its subsidiaries for the year ended December 31, 1993 after giving
effect to the acquisitions of Clearwater and First Sunbelt on a pooling-
of-interests accounting basis and the acquisitions of FCFC, Charter and
Mid-State Federal on a purchase accounting basis. The AmSouth Historical
Statement of Condition and Selected Ratios present consolidated data for
AmSouth and its subsidiaries at March 31, 1994, after giving effect to the
acquisitions of Clearwater, First Sunbelt, Orange and FloridaBank on a
pooling-of-interests accounting basis, and the acquisitions of FCFC,
Charter and Mid-State Federal on a purchase accounting basis. See "Recent
Developments--Completed and Pending Business Combinations" and "Selected
Consolidated Financial Data."
(2) The pro forma combined financial data included in this table give effect
to the acquisitions of Orange, FloridaBank, Citizens National, Parkway,
Calhoun and Tampa on a pooling-of-interests basis and the Fortune
Acquisition and the acquisition of Community on a purchase accounting
basis, as if each such business combination had been completed on January
1, 1993 with respect to earnings information and on March 31, 1994 with
respect to balance sheet information. The earnings information has been
adjusted to include the pro forma effect of the December 9, 1993
acquisition of Mid-State Federal, as if such acquisition had taken place
on January 1, 1993. See "Recent Developments--Pending and Completed
Business Combinations."
(3) Regulatory capital ratios are given under the Federal Reserve Board's
risk-based capital guidelines as currently in effect. The risk-adjusted
capital ratios set forth on a pro forma combined basis in this table do
not give effect to the issuance of the Notes. For further information on
regulatory capital ratios of AmSouth see "Certain Regulatory
Considerations--Capital Adequacy" in the Prospectus.
(4) For purposes of computing the ratios of earnings to fixed charges,
earnings represent income from continuing operations before extraordinary
items plus income taxes and fixed charges. Fixed charges, excluding
interest on deposits, represent interest (other than on deposits), and
one-third (the proportion deemed representative of the interest factor) of
rents and all amortization of debt issuance costs. Fixed charges,
including interest on deposits, represent all interest and one-third (the
proportion deemed representative of the interest factor) of rents and all
amortization of debt issuance costs.
S-7
<PAGE>
DESCRIPTION OF CERTAIN TERMS OF THE NOTES
The following description of certain particular terms of the Notes (referred
to in the accompanying Prospectus as the "Debt Securities," the "Offered Debt
Securities" and the "Subordinated Debt Securities," as appropriate)
supplements and modifies the description of the general terms and provisions
of Subordinated Debt Securities set forth in the Prospectus under "Description
of the Debt Securities," to which description reference is hereby made,
insofar as applied to the Notes. The following description does not purport to
be complete and is subject, and qualified in its entirety by reference, to the
description set forth in the accompanying Prospectus and to the provisions of
the Subordinated Indenture (as defined below). Section references used herein
are references to sections of the Subordinated Indenture. Capitalized terms
not otherwise defined herein shall have the meanings given to them in the
Subordinated Indenture.
GENERAL
The Notes will constitute a single series of Subordinated Debt Securities,
limited to $150,000,000 aggregate principal amount. The Notes will be direct,
unsecured, subordinated obligations of AmSouth and will mature on May 15,
2004. No sinking fund will be provided for the Notes and the Notes will not be
redeemable prior to maturity.
The Notes are to be issued under the Indenture, dated as of May 25, 1994
(the "Subordinated Indenture"), between AmSouth and Bankers Trust Company, as
Trustee (the "Trustee"). As described in the accompanying Prospectus, the
Notes are subordinated to all existing and future Senior Indebtedness of
AmSouth. The Notes will rank pari passu with Existing Subordinated
Indebtedness of AmSouth, subject to the Holders of the Notes being obligated
to pay over any Excess Proceeds to Entitled Persons in respect of Other
Financial Obligations as described herein. See "Description of the Debt
Securities--Subordination of the Subordinated Debt Securities" in the
Prospectus. As of March 31, 1994, AmSouth had outstanding an aggregate of
$57.8 million of long-term Senior Indebtedness and an aggregate of $103.0
million of Existing Subordinated Indebtedness. The Subordinated Indenture does
not prohibit or limit the incurrence of additional indebtedness, senior or
subordinated, or Other Financial Obligations by AmSouth.
As described in the accompanying Prospectus, payment of the principal of the
Notes may be accelerated only in the case of certain events involving the
bankruptcy, insolvency or reorganization of AmSouth. There is no right of
acceleration in the case of a default in performance of any covenants of
AmSouth, including the failure to pay principal or interest on the Notes when
due. See "Description of the Debt Securities--Defaults--The Subordinated
Indenture" in the Prospectus.
The Notes will be issued only in fully registered form and will be
represented by one or more Global Notes registered in the name of a nominee of
The Depository Trust Company, as Depositary. Beneficial interests in the Notes
will be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary's participants. Except as described in
"Description of Securities--Global Notes" in the accompanying Prospectus,
owners of beneficial interests in the Notes will not be entitled to receive
Notes in definitive form and will not be considered the holders thereof.
INTEREST
The Notes will bear interest at a rate of 7 3/4% per year from May 15, 1994,
payable semi-annually in arrears on May 15 and November 15 of each year (each,
an "Interest Payment Date") to registered holders of Notes as of the
immediately preceding May 1 and November 1, respectively (each, a "Regular
Record Date"). The first Interest Payment Date will be November 15, 1994 and
the Regular Record Date therefor will be November 1, 1994.
S-8
<PAGE>
DEFEASANCE AND DISCHARGE
The defeasance provisions of the Subordinated Indenture described in the
Prospectus, under the heading "Description of the Debt Securities--Defeasance
and Discharge," will apply to the Notes.
CONCERNING THE TRUSTEE
The Trustee with respect to the Notes is not a trustee under any indenture,
other than the Subordinated Indenture, pursuant to which indebtedness of
AmSouth is outstanding as of the date hereof. In the normal course of
business, AmSouth and its subsidiaries may conduct banking transactions with
the Trustee, and the Trustee and its affiliates may conduct banking
transactions with AmSouth and its subsidiaries.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
AmSouth has agreed to sell to the Underwriters named below (the
"Underwriters") and the Underwriters have severally agreed to purchase from
AmSouth, the amount of Notes set forth opposite their name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
<S> <C>
Salomon Brothers Inc........................................... $105,000,000
Keefe, Bruyette & Woods, Inc................................... 22,500,000
The Robinson-Humphrey Company, Inc. ........................... 22,500,000
------------
Total...................................................... $150,000,000
============
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all of the Notes
offered hereby if any Notes are purchased. The Underwriters have advised
AmSouth that the several Underwriters propose initially to offer the Notes to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession
not in excess of .400% of the principal amount of the Notes. The Underwriters
may allow and such dealers may reallow a concession not in excess of .250% of
such principal amount to certain other dealers. After the initial public
offering, the public offering price and such concessions may be changed.
The Underwriting Agreement provides that AmSouth will indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make in respect thereof.
The Notes are a new issue of securities with no established trading market.
AmSouth has been advised by the Underwriters that they may make a market in
the Notes; however, AmSouth cannot provide any assurance that a secondary
market for the Notes will develop.
VALIDITY OF THE NOTES
The validity of the Notes offered hereby will be passed upon for AmSouth by
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, and for the
Underwriters by Gibson, Dunn & Crutcher, 200 Park Avenue, New York, New York
10166.
S-9
<PAGE>
PROSPECTUS
AMSOUTH BANCORPORATION
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
AmSouth Bancorporation ("AmSouth") may offer from time to time at an
aggregate initial offering price of not more than $300,000,000 (or, at the
option of AmSouth if so specified in the applicable supplement or supplements
to this Prospectus (each, a "Prospectus Supplement"), the equivalent thereof
in any other currency or currency unit), of its unsecured debt securities (the
"Debt Securities") consisting of unsecured senior debt securities (the "Senior
Debt Securities") and/or unsecured subordinated debt securities (the
"Subordinated Debt Securities") and/or Warrants to purchase Debt Securities
("Warrants" and, together with the Debt Securities, the "Securities"). The
Securities may be offered as separate series in amounts, at maturities, at
prices and on terms to be determined at the time of sale as set forth in a
Prospectus Supplement or Prospectus Supplements. Although the aggregate
initial offering price of the Securities is limited as set forth above, the
respective indentures pursuant to which the Senior Debt Securities and the
Subordinated Debt Securities are to be issued will not contain any limitation
on the aggregate principal amount of the debt securities covered thereby. The
Senior Debt Securities when issued will rank on a parity with all other
unsecured and unsubordinated indebtedness of AmSouth, and the Subordinated
Debt Securities when issued will be subordinated as described herein under
"Description of the Debt Securities-- Subordination of the Subordinated Debt
Securities". Debt Securities may be offered alone or with Warrants (which may
or may not be detachable from such Debt Securities) and Warrants may be
offered alone. If any Warrants are issued, Debt Securities will be issuable
upon exercise of such Warrants.
When a particular series of Debt Securities and/or Warrants is offered, a
Prospectus Supplement or Prospectus Supplements will be delivered setting
forth the terms of such Debt Securities and/or Warrants, including the
specific designation, aggregate principal amount, the currency or currency
unit in which payments are to be made, denominations, maturity, premium, if
any, rate (which may be fixed or variable) and time of payment of interest, if
any, terms for redemption at the option of AmSouth or the holder, if any,
terms for sinking fund payments, if any, subordination terms, if any, and any
other terms of such Debt Securities and the duration, offering price, exercise
price and detachability of any Warrants, as well as a description of Debt
Securities issuable upon such exercise. The Securities may be issued in
definitive or permanent global form.
AmSouth may sell Securities to or through underwriters acting as principals
for their own account or as agents, and also may sell Securities directly to
other purchasers or through agents designated from time to time. In such
event, the Prospectus Supplement or Prospectus Supplements will set forth the
initial public offering price, the names of any underwriters or agents, the
principal amounts, if any, to be purchased by underwriters, the compensation
of such underwriters and agents, if any, and the net proceeds to AmSouth. If
AmSouth, directly or through agents, solicits offers to purchase the
Securities, AmSouth reserves the sole right to accept and, together with its
agents, to reject in whole or in part any proposed purchase of Securities. See
"Plan of Distribution."
The Securities will be unsecured obligations of AmSouth and will not be
savings accounts, deposits or other obligations of any bank or nonbank
subsidiary of AmSouth and will not be insured by the Federal Deposit Insurance
Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund
or any other governmental agency.
---------------
This Prospectus may not be used to consummate the sale of Securities unless
accompanied by a Prospectus Supplement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE 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 DECEMBER 21, 1993.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF AMSOUTH SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
AmSouth is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by AmSouth can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices in New York
(Seven World Trade Center, 13th Floor, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661), and copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. AmSouth's common stock is listed and traded on the New
York Stock Exchange, Inc. (the "NYSE"). Reports, proxy statements and other
information should also be available for inspection at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 of which this Prospectus is a part
(together with all amendments and exhibits thereto, the "Registration
Statement") which AmSouth has filed with the Commission under the Securities
Act of 1933 (the "Securities Act"), certain portions of which have been
omitted pursuant to the rules and regulations of the Commission, and to which
reference is hereby made for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by AmSouth with the Commission (File No. 0-
6907) under Section 13(a) or 15(d) of the Exchange Act are hereby incorporated
by reference;
(a) AmSouth's Annual Report on Form 10-K for the year ended December 31, 1992
(the "Form 10-K") (provided, however, that the information referred to in
item 402(a)(8) of Regulation S-K of the Commission shall not be deemed
specifically incorporated by reference herein);
(b) AmSouth's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1993, filed on May 17, 1993; June 30, 1993, filed on August 12,
1993; and September 30, 1993, filed on November 15, 1993; and
(c) AmSouth's Current Reports on Form 8-K filed on (i) February 16, 1993, as
amended by a Form 8 filed on April 13, 1993, (ii) April 26, 1993, (iii)
April 28, 1993, (iv) May 13, 1993, (v) July 28, 1993, (vi) August 19,
1993, (vii) September 16, 1993, as amended by a Form 8-K/A filed on
September 23, 1993, (viii) September 21, 1993, (ix) October 18, 1993 and
(x) November 24, 1993 (the "November 24, 1993 8-K").
All documents filed by AmSouth pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the termination
of the offering of any Securities shall be deemed a part hereof from the date
of filing of such documents.
2
<PAGE>
Any statement contained herein, in any Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained herein,
in any Prospectus Supplement or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement, this Prospectus or any Prospectus Supplement.
AMSOUTH WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, EXCEPT
FOR CERTAIN EXHIBITS TO SUCH DOCUMENTS. WRITTEN REQUESTS SHOULD BE SENT TO:
AMSOUTH BANCORPORATION, POST OFFICE BOX 11007, BIRMINGHAM, ALABAMA 35288,
ATTENTION: INVESTOR RELATIONS DEPARTMENT. TELEPHONE REQUESTS MAY BE DIRECTED
TO (205) 583-4439.
AMSOUTH
AmSouth is a regional bank holding company headquartered in Birmingham,
Alabama, with 211 banking offices located in Alabama, Florida, Tennessee and
Georgia at September 30, 1993. At September 30, 1993, AmSouth had total
consolidated assets of approximately $11.5 billion, total consolidated
deposits of approximately $8.3 billion and total consolidated shareholders'
equity of approximately $954.8 million. AmSouth was the second largest bank
holding company headquartered in Alabama in terms of equity capital and
assets, based on September 30, 1993 information. Through its subsidiaries,
AmSouth offers a broad range of banking and bank-related services.
AmSouth's largest subsidiary is AmSouth Bank N.A., headquartered in
Birmingham, Alabama ("AmSouth Alabama"). At September 30, 1993, AmSouth
Alabama had total consolidated assets of approximately $9.1 billion, total
consolidated deposits of approximately $6.4 billion and total consolidated
shareholders' equity of approximately $714.4 million. AmSouth Alabama is a
full-service bank with 147 banking offices located throughout Alabama at
September 30, 1993. AmSouth Alabama is the largest bank in Alabama, based upon
total assets at September 30, 1993. AmSouth's other major banking subsidiaries
are AmSouth Bank of Florida ("AmSouth Florida"), headquartered in Pensacola,
Florida, and AmSouth Bank of Tennessee ("AmSouth Tennessee"), headquartered in
Chattanooga, Tennessee. AmSouth also owns AmSouth Bank of Georgia, currently
headquartered in Summerville, Georgia ("AmSouth Georgia") and AmSouth Bank of
Walker County, located in Jasper, Alabama.
At September 30, 1993, AmSouth Florida had total consolidated assets of
approximately $1.3 billion, total consolidated deposits of approximately $1.0
billion and total consolidated shareholders' equity of approximately $85.2
million. AmSouth Florida operated 25 offices in northwestern Florida as of
September 30, 1993.
Effective February 1, 1993, First Chattanooga Financial Corporation,
headquartered in Chattanooga, Tennessee ("FCFC"), merged with AmSouth and
First Federal Bank, FSB, a subsidiary of FCFC, merged with AmSouth Tennessee.
The mergers were accounted for under the purchase method of accounting under
generally accepted accounting principles ("GAAP"). At September 30, 1993,
AmSouth Tennessee had total consolidated assets of approximately $967.0
million, total consolidated deposits of approximately $777.7 million and total
consolidated shareholders' equity of approximately $110.9 million. AmSouth
Tennessee operated 20 offices in Tennessee as of September 30, 1993.
AmSouth's other subsidiaries include AmSouth Mortgage Company, Inc., which
offers first mortgage loans through 17 offices in eight states, AmSouth
Leasing Corporation, a specialized lender providing equipment leasing, and
AmSouth Investment Services, Inc., a registered broker-dealer that provides
securities brokerage services.
3
<PAGE>
AmSouth is a party to the pending and completed transactions described in
the November 24, 1993 8-K. Such transactions are referred to herein as the
"Business Combinations". For certain historical and pro forma financial
information, including unaudited pro forma financial statements giving effect
to consummation of the Business Combinations as of September 30, 1993,
reference is hereby made to the November 24, 1993 8-K. On a pro forma basis
giving effect to the Business Combinations, at September 30, 1993, AmSouth had
total consolidated assets of approximately $16.7 billion.
AmSouth was incorporated under the laws of the State of Delaware in 1970.
Its principal executive office is located at 1400 AmSouth-Sonat Tower, 1900
Fifth Avenue North, Birmingham, Alabama 35203. Its telephone number is (205)
320-7151.
USE OF PROCEEDS
AmSouth currently intends to use the net proceeds from the sale of any
Securities for general corporate purposes, which may include the reduction of
short-term indebtedness, the repurchase of equity securities, investments at
the holding company level, investments in, or extensions of credit to, its
banking and other subsidiaries and other banks and companies engaged in other
financial service activities, possible acquisitions and such other purposes as
may be stated in any Prospectus Supplement. Pending such use, the net proceeds
may be temporarily invested. The precise amounts and timing of the application
of proceeds will depend upon the funding requirements of AmSouth and its
subsidiaries and the availability of other funds. Except as may be described
in any Prospectus Supplement, specific allocations of the proceeds to such
purposes will not have been made at the date of such Prospectus Supplement.
Based upon the financial needs of AmSouth and its subsidiaries, AmSouth may
engage in additional financings of a character and amount to be determined as
the need arises.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
NINE MONTHS ENDED
SEPTEMBER 30, 1993 1992 1991 1990 1989 1988
-------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
AMSOUTH HISTORICAL
Excluding interest on depos-
its........................ 4.21x 3.77x 2.58x 2.02x 1.69x 2.08x
Including interest on depos-
its........................ 1.66 1.46 1.25 1.20 1.15 1.24
PRO FORMA COMBINED*
Excluding interest on depos-
its........................ 3.65 3.50 -- -- -- --
Including interest on depos-
its........................ 1.52 1.36 -- -- -- --
</TABLE>
- --------
* These ratios include on a pro forma combined basis the acquisition of FCFC
and the Business Combinations.
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
(other than on deposits) and one-third (the proportion deemed representative
of the interest factor) of rents and all amortization of debt issuance costs.
Fixed charges, including interest on deposits, represent all interest and one-
third (the proportion deemed representative of the interest factor) of rents
and all amortization of debt issuance costs.
4
<PAGE>
CERTAIN REGULATORY CONSIDERATIONS
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to banks and bank holding companies and
provides certain specific information relevant to AmSouth. Federal regulation
of financial institutions such as AmSouth and its subsidiaries is intended
primarily for the protection of depositors rather than its shareholders. See
also "Available Information" and "Incorporation of Certain Documents by
Reference."
GENERAL
As a bank holding company, AmSouth is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as
amended (the "BHCA"). Under the BHCA, bank holding companies may not in
general directly or indirectly acquire the ownership or control of more than
5% of the voting shares or substantially all of the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies are generally prohibited under the BHCA from
engaging in nonbanking activities, subject to certain exceptions.
AmSouth's subsidiary banks (the "Subsidiary Banks") are subject to
supervision and examination by applicable federal and state banking agencies.
AmSouth Alabama is a national banking association subject to regulation and
supervision by the Comptroller of the Currency (the "Comptroller"). All the
other Subsidiary Banks are state-chartered banks that are not members of the
Federal Reserve System, and therefore are generally subject to the regulations
of and supervision by the Federal Deposit Insurance Corporation (the "FDIC").
The Subsidiary Banks are also subject to various requirements and restrictions
under federal and state law, including requirements to maintain reserves
against deposits, restrictions on the types and amounts of loans that may be
granted and the interest that may be charged thereon and limitations on the
types of investments that may be made and the types of services that may be
offered. Various consumer laws and regulations also affect the operations of
the Subsidiary Banks. In addition to the impact of regulation, commercial
banks are affected significantly by the actions of the Federal Reserve Board
as it attempts to control the money supply and credit availability in order to
influence the economy.
PAYMENT OF DIVIDENDS
AmSouth is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow of AmSouth, including cash
flow to pay dividends on AmSouth Common Stock, is dividends from the
Subsidiary Banks. There are statutory and regulatory limitations on the
payment of dividends by the Subsidiary Banks as well as by AmSouth to its
shareholders.
AmSouth Alabama is required by federal law to obtain the prior approval of
the Comptroller for the payment of dividends if the total of all dividends
declared by the Board of Directors of such bank in any year will exceed the
total of (1) the bank's net profits (as defined and interpreted by regulation)
for that year plus (2) the retained net profits (as defined and interpreted by
regulation) for the preceding two years, less any required transfers to
surplus. A national bank also can pay dividends only to the extent that
retained net profits (including the portion transferred to surplus) exceed bad
debts (as defined by regulation).
All the other Subsidiary Banks are subject to varying restrictions on the
payment of dividends under applicable state laws. With respect to AmSouth
Florida, AmSouth Georgia and AmSouth Tennessee, state law imposes dividend
restrictions substantially similar to those imposed under federal law on
AmSouth Alabama. Furthermore, if, in the opinion of the applicable federal
bank regulatory authority, a bank under its jurisdiction is engaged in or is
about to engage in an unsafe or unsound practice (which, depending on the
financial condition of the bank, could include the payment of
5
<PAGE>
dividends), such authority may require, after notice and hearing, that such
bank cease and desist from such practice. The Comptroller and the FDIC have
indicated that paying dividends that deplete a bank's capital base to an
inadequate level would be an unsafe and unsound banking practice. Under the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), an
insured bank may not pay any dividend if payment would cause it to become
undercapitalized or once it is undercapitalized. See "FDICIA." Moreover, the
Federal Reserve Board, the Comptroller and the FDIC have issued policy
statements which provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings.
At September 30, 1993, under dividend restrictions imposed under federal and
state laws, the Subsidiary Banks, without obtaining governmental approvals,
could declare aggregate dividends of approximately $159.0 million.
The payment of dividends by AmSouth and the Subsidiary Banks may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.
TRANSACTIONS WITH AFFILIATES
There are various legal restrictions on the extent to which AmSouth and its
nonbank subsidiaries can borrow or otherwise obtain credit from its Subsidiary
Banks. Each Subsidiary Bank (and its subsidiaries) is limited in engaging in
borrowing and other "covered transactions" with nonbank or non-savings bank
affiliates to the following amounts: (1) in the case of any such affiliate,
the aggregate amount of covered transactions of the Subsidiary Bank and its
subsidiaries may not exceed 10% of the capital stock and surplus of such
Subsidiary Bank; and (2) in the case of all affiliates, the aggregate amount
of covered transactions of the Subsidiary Bank and its subsidiaries may not
exceed 20% of the capital stock and surplus of such Subsidiary Bank. Covered
transactions also are subject to certain collateralization requirements.
"Covered transactions" are defined by statute to include a loan or extension
of credit, as well as a purchase of securities issued by an affiliate, a
purchase of assets (unless otherwise exempted by the Federal Reserve Board),
the acceptance of securities issued by the affiliate as collateral for a loan
and the issuance of a guarantee, acceptance or letter of credit on behalf of
an affiliate.
CAPITAL ADEQUACY
The Federal Reserve Board has adopted risk-based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total capital
("Total Capital") to risk-weighted assets (including certain off-balance-sheet
items, such as standby letters of credit) is 8%. At least half of the Total
Capital must be composed of common stock, minority interests in the equity
accounts of consolidated subsidiaries, noncumulative perpetual preferred stock
and a limited amount of cumulative perpetual preferred stock, less goodwill
and certain other intangible assets ("Tier 1 Capital"). The remainder may
consist of subordinated debt, other preferred stock and a limited amount of
loan loss reserves. At September 30, 1993, AmSouth's consolidated Tier 1
Capital and Total Capital ratios were 9.58% and 11.88%, respectively. As of
September 30, 1993, on a pro forma combined basis after giving effect to the
Business Combinations, AmSouth's consolidated Tier 1 Capital and Total Capital
ratios would have been 8.68% and 10.77%, respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the "Leverage Ratio"), of 3% for bank holding
companies that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3%, plus an additional cushion of 100 to
200 basis points. AmSouth's Leverage Ratio at September 30, 1993 was 7.78%. At
September 30, 1993, on a pro forma combined basis after giving effect to the
Business
6
<PAGE>
Combinations, AmSouth's Leverage Ratio would have been approximately 6.21%.
The guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve
Board has indicated that it will consider a "tangible Tier 1 Capital leverage
ratio" (deducting all intangibles) and other indicia of capital strength in
evaluating proposals for expansion or new activities.
Each of the Subsidiary Banks is subject to risk-based and leverage capital
requirements similar to those described above adopted by the Comptroller or
the FDIC, as the case may be. AmSouth believes that each of the Subsidiary
Banks was in compliance with applicable minimum capital requirements as of
September 30, 1993. Neither AmSouth nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage Ratio
requirement applicable to it.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business. See "FDICIA."
All of the federal banking agencies have proposed regulations that would add
an additional risk-based capital requirement based upon the amount of an
institution's exposure to interest rate risk. In addition, bank regulators
continue to indicate their desire generally to raise capital requirements
applicable to banking organizations beyond their current levels. However, the
management of AmSouth is unable to predict whether and when higher capital
requirements would be imposed and, if so, at what levels and on what schedule.
SUPPORT OF SUBSIDIARY BANKS
Under Federal Reserve Board policy, AmSouth is expected to act as a source
of financial strength to, and to commit resources to support, each of the
Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve Board policy, AmSouth may not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
Under the Federal Deposit Insurance Act (the "FDIA"), a depository
institution insured by the FDIC can be held liable for any loss incurred by,
or reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection with (1) the default of a commonly controlled FDIC-insured
depository institution or (2) any assistance provided by the FDIC to any
commonly controlled FDIC-insured depository institution "in danger of
default." "Default" is defined generally as the appointment of a conservator
or receiver and "in danger of default" is defined generally as the existence
of certain conditions indicating that a default is likely to occur in the
absence of regulatory assistance.
FDICIA
On December 19, 1991, FDICIA was enacted. FDICIA substantially revises the
depositary institution regulatory and funding provisions of the FDIA and makes
revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take prompt corrective
action in respect of FDIC -insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a Leverage Ratio of at least 5%, a risk-adjusted
Tier 1 Capital Ratio of at least 6% and a Total Capital
7
<PAGE>
Ratio of at least 10% and is not otherwise in a "troubled condition" as
specified by its appropriate federal regulatory agency. A depository
institution is defined to be adequately capitalized if it meets all of its
minimum capital requirements as described above. In addition, a depository
institution will be considered undercapitalized if it fails to meet any
minimum required measure, significantly undercapitalized if it is
significantly below such measure and critically undercapitalized if it fails
to maintain a level of tangible equity equal to not less than 2% of total
assets. A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating.
The capital-based prompt corrective action provisions of FDICIA and their
implementing regulations apply to FDIC-insured depository institutions and are
not applicable to holding companies which control such institutions. However,
the Federal Reserve Board has indicated that, in regulating bank holding
companies, it will take appropriate action at the holding company level based
on an assessment of the effectiveness of supervisory actions imposed upon
subsidiary depository institutions pursuant to such provisions and
regulations. Although the capital categories defined under the prompt
corrective action regulations are not directly applicable to AmSouth under
existing law and regulations, if AmSouth were placed in a capital category it
would qualify as well-capitalized as of September 30, 1993.
FDICIA generally prohibits a FDIC-insured depository institution from making
any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to restrictions on borrowing from the Federal Reserve System. In
addition, undercapitalized depository institutions are subject to growth
limitations and are required to submit capital restoration plans. A depository
institution's holding company must guarantee the capital plan, up to an amount
equal to the lesser of 5% of the depository institution's assets at the time
it becomes undercapitalized or the amount of the capital deficiency when the
institution fails to comply with the plan. The federal banking agencies may
not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized depository institutions are subject to appointment
of a receiver or conservator.
AmSouth believes that at September 30, 1993 all of the Subsidiary Banks were
well capitalized under the criteria discussed above.
Various other legislation, including proposals to revise the bank regulatory
system and to limit the investments that a depository institution may make
with insured funds, is from time to time introduced in Congress.
BROKERED DEPOSITS
The FDIC has adopted regulations under FDICIA governing the receipt of
brokered deposits. Under the regulations, a FDIC-insured depository
institution cannot accept a rollover or renew brokered deposits unless (1) it
is well capitalized or (2) it is adequately capitalized and receives a waiver
from the FDIC. A depository institution that cannot receive brokered deposits
also cannot offer "pass-through" insurance on certain employee benefit
accounts. Whether or not it has obtained such a waiver, an adequately
capitalized depository institution may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no
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such restrictions on a depository institution that is well capitalized.
Because all the Subsidiary Banks were well capitalized as of September 30,
1993, AmSouth believes the brokered deposits regulation will have no material
effect on the funding or liquidity of any of the Subsidiary Banks.
FDIC INSURANCE ASSESSMENTS
The Subsidiary Banks are subject to FDIC deposit insurance assessments. As
required by FDICIA, the FDIC has adopted a new risk-based premium schedule
which has increased the assessment rates for most FDIC-insured depository
institutions. Under the new schedule, the premiums initially range from $.23
to $.31 for every $100 of deposits. Each depository institution is assigned to
one of three capital groups--well capitalized, adequately capitalized or
undercapitalized--and further assigned to one of three subgroups within a
capital group, on the basis of supervisory evaluations by the institution's
primary federal and, if applicable, state supervisors and other information
relevant to the institution's financial condition and the risk posed to the
applicable insurance fund. The actual assessment rate applicable to a
particular institution will, therefore, depend in part upon the risk
assessment classification so assigned to the institution by the FDIC.
The FDIC is authorized to raise insurance premiums in certain circumstances.
Any increase in premiums would have an adverse effect on AmSouth's earnings.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is
in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by a federal
bank's regulatory agency.
DEPOSITOR PREFERENCE
The recently adopted Omnibus Budget Reconciliation Act of 1993 provides that
deposits and certain claims for administrative expenses and employee
compensation against a FDIC-insured depositary institution would be afforded a
priority over other general unsecured claims against such an institution,
including federal funds and letters of credit, in the "liquidation or other
resolution" of such an institution by any receiver.
DESCRIPTION OF THE DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered hereunder ("Offered Debt Securities") will be described in a
Prospectus Supplement or Prospectus Supplements relating to such Offered Debt
Securities (each, an "Applicable Prospectus Supplement").
Senior Debt Securities are to be issued under an Indenture (the "Senior
Indenture"), between AmSouth and the trustee named in the Applicable
Prospectus Supplement as the trustee therefor (the "Senior Trustee").
Subordinated Debt Securities are to be issued under an Indenture (the
"Subordinated Indenture"), between AmSouth and the trustee named in the
Applicable Prospectus Supplement as the trustee therefor (the "Subordinated
Trustee"). Copies of the forms of the Senior Indenture and the Subordinated
Indenture are exhibits to the Registration Statement of which this Prospectus
is a part. The Senior Indenture and the Subordinated Indenture are sometimes
herein referred to collectively as the "Indentures" and the Senior Trustee and
the Subordinated Trustee are sometimes herein referred to collectively as the
"Trustees". The following summaries of certain provisions of the Senior Debt
Securities, the Subordinated Debt Securities, the Senior Indenture and
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the Subordinated Indenture, as modified or superseded by any Applicable
Prospectus Supplement, are brief summaries of certain provisions thereof, do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to all the provisions of the Indenture applicable to a
particular series of Debt Securities (the "Applicable Indenture"), including
the definitions therein of certain terms. Whenever particular provisions or
defined terms in one or both of the Indentures are referred to, such
provisions or defined terms are incorporated herein by reference. Section
references used herein are references to the Applicable Indenture. Capitalized
terms not otherwise defined herein shall have the meaning given to them in the
Applicable Indenture.
The Debt Securities will be limited to the aggregate initial offering price
specified on the cover page of this Prospectus (or, at the option of AmSouth
if so specified in the Applicable Prospectus Supplement, the equivalent
thereof in any other currency or currency unit such as the European Currency
Unit) and will be direct, unsecured obligations of AmSouth. The Debt
Securities will not be deposits or other obligations of a bank and will not be
insured by the FDIC, the Bank Insurance Fund, the Savings Association
Insurance Fund or any other governmental agency.
The Indentures do not limit the aggregate principal amount of Debt
Securities or of any particular series of Debt Securities which may be issued
thereunder and provide that Debt Securities issued thereunder may be issued
from time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. (Section 301). The Indentures do not
limit the amount of other debt that may be issued by AmSouth and do not
contain financial or similar restrictive covenants. AmSouth expects from time
to time to incur additional indebtedness constituting Senior Indebtedness and
Other Financial Obligations (as defined in the Subordinated Indenture). The
Indentures do not prohibit or limit the incurrence of additional Senior
Indebtedness or Other Financial Obligations. The Indentures provide that there
may be more than one trustee (each, an "Applicable Trustee") under the
Indentures with respect to different series of Debt Securities.
Because AmSouth is a holding company and a legal entity separate and
distinct from its subsidiaries, the rights of AmSouth to participate in any
distribution of assets of any subsidiary upon its liquidation of assets or
reorganization or otherwise (and thus the ability of Holders of Debt
Securities to benefit indirectly from such distribution) would be subject to
the prior claims of creditors of that subsidiary, except to the extent that
AmSouth itself may be a creditor of that subsidiary with recognized claims.
Claims on AmSouth's Subsidiary Banks by creditors other than AmSouth include
substantial obligations with respect to deposit liabilities and federal funds
purchased, securities sold under repurchase agreements, other short-term
borrowing and various other financial obligations.
The Indentures do not contain any provision intended to provide protection
to holders of Debt Securities against a sudden or dramatic decline in credit
quality of AmSouth that could result from a takeover, recapitalization,
special dividend or other restructuring.
Reference is made to the Applicable Prospectus Supplement for the following
terms of the Offered Debt Securities offered thereby: (1) the title of the
Offered Debt Securities; (2) whether the Offered Debt Securities are Senior
Debt Securities or Subordinated Debt Securities; (3) any limit upon the
aggregate principal amount of the Offered Debt Securities and the percentage
of such principal amount at which such Offered Debt Securities may be issued;
(4) the date or dates on which the principal of the Offered Debt Securities is
scheduled to become payable (the Stated Maturity ); (5) the rate or rates
(which may be fixed or variable) per annum at which the Offered Debt
Securities will bear interest, or the method of determining such rate or
rates, if any, the date or dates from which any such interest will accrue, the
Interest Payment Dates on which any such interest will be payable, the Regular
Record Date for the interest payable on any Interest Payment Date, the Person
to whom interest or principal on any Offered Debt Security of such series will
be payable, if other than the Person in whose name that Offered Debt Security
(or one or more predecessor Debt Securities) is registered at the close of
business on the Regular Record Date for such interest and the extent to which,
or the manner in which,
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any interest payable on a permanent global Offered Debt Security on an
Interest Payment Date will be paid; (6) if other than the location specified
in this Prospectus, the place or places where the principal of and premium, if
any, and interest on the Offered Debt Securities will be payable; (7) the
period or periods within which, the price or prices at which and the terms and
conditions upon which the Offered Debt Securities will, pursuant to any
mandatory sinking fund provisions or otherwise, or may, pursuant to any
optional sinking fund provisions or otherwise, be redeemed in whole or in part
by AmSouth; (8) the period or periods within which, the price or prices at
which and the terms and conditions upon which the Offered Debt Securities may
be repaid, in whole or in part, at the option of the Holders thereof; (9) if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Offered Debt Securities shall be issuable; (10) if
other than the principal amount thereof, the portion of the principal amount
of the Offered Debt Securities which shall be payable upon declaration of
acceleration of the Maturity thereof; (11) the currency or currency unit of
payment of principal and premium, if any, and interest on such Offered Debt
Securities, and any index used to determine the amount of payment of principal
or premium, if any, and interest on such Offered Debt Securities; (12) whether
the Offered Debt Securities are to be issuable in permanent global form and,
in such case, the initial depositary with respect thereto and the
circumstances under which such permanent global Debt Security may be
exchanged; (13) whether the subordination provisions summarized below or
different subordination provisions, including a different definition of
"Senior Indebtedness", "Entitled Persons", "Existing Subordinated
Indebtedness" or "Other Financial Obligations", shall apply to the Offered
Debt Securities that are Subordinated Debt Securities; and (14) any other
terms of the Offered Debt Securities not specified in this Prospectus.
(Section 301).
FORM, REGISTRATION AND TRANSFER
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal, premium, if any, and interest, if any, on the Debt Securities will
be payable, and the Debt Securities will be transferable, at the agency or
office of AmSouth maintained for such purpose in the Borough of Manhattan, The
City of New York or Birmingham, Alabama except that interest may be paid at
the option of AmSouth by check mailed to the address of the Holder entitled
thereto as it appears on the Security Register. (Sections 301, 305 and 1002).
Unless otherwise indicated in the Applicable Prospectus Supplement, the Debt
Securities will be issued only in fully registered form, without coupons
("Registered Securities"), in denominations of $1,000 and any integral
multiple thereof. (Section 302). The Indentures provide that Offered Debt
Securities of any series may be issuable in permanent global form (Section
301). No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but AmSouth may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305).
Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Securities to be offered and sold at a substantial
discount below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue
Discount Securities will be described in the Applicable Prospectus Supplement.
"Original Issue Discount Security" means any security which provides for an
amount less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the Maturity thereof in accordance with the
terms of the related Indenture. (Section 101).
Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Securities
for the particular provisions relating to acceleration of the maturity of a
portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
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GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Applicable Prospectus Supplement. Global Securities may be issued in
either registered or bearer form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for individual
certificates evidencing Debt Securities in definitive form represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Applicable Prospectus
Supplement. AmSouth anticipates that the following provisions will generally
apply to all depositary arrangements although no assurance can be given that
such will be the case.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security
to the accounts of institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by AmSouth, if such Debt
Securities are offered and sold directly by AmSouth. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Depositary or its nominee
for such Global Security (with respect to interests of participants) and the
records of participants (with respect to persons other than participants). The
laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary, or its nominee, is the owner of a Global
Security, such Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Applicable Indenture. Except as set
forth below, owners of beneficial interests in a Global Security will not be
entitled to have Debt Securities represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Applicable Indenture.
Subject to the restrictions discussed under "Description of Debt
Securities--Registration and Transfer," payment of principal of, premium, if
any, and interest, if any, on, Debt Securities registered in the name of or
held by a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner or the holder of the
Global Security representing such Debt Securities. None of AmSouth, the
Applicable Trustee, or any Paying Agent or the Security Registrar for such
Debt Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
AmSouth expects that the Depositary for Debt Securities of a series, upon
receipt of any payment of principal, premium, if any, or any interest in
respect of a permanent Global Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary or its nominee. AmSouth also expects that payments
by participants to owners of beneficial
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interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary Global
Security of payments in respect of such temporary Global Security will be
subject to the restrictions discussed under "Description of Debt Securities--
Form, Registration and Transfer" above.
If the Depositary for Debt Securities of a series is at any time unwilling,
unable or ineligible to continue as Depositary and a successor depositary is
not appointed by AmSouth within ninety days, AmSouth will issue Debt
Securities of such series in definitive form in exchange for the Global
Security or Securities representing the Debt Securities of such series. In
addition, AmSouth may at any time and in its sole discretion, subject to any
limitations described in the Applicable Prospectus Supplement, determine not
to have any Debt Securities of a series represented by one or more Global
Securities and, in such event, will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securities representing
such Debt Securities. Further, if AmSouth so specifies with respect to the
Debt Securities of a series, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may, on terms acceptable
to AmSouth and the Depositary for such Global Security, receive Debt
Securities of each series in definitive form in exchange for such beneficial
interests, subject to any limitations described in the Applicable Prospectus
Supplement relating to such Debt Securities. In any such instance, an owner of
a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial interest and
to have such Debt Securities registered in its name (if the Debt Securities of
such series are issuable as Registered Securities).
SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES
The obligations of AmSouth to make any payment on account of the principal
of and interest on any Subordinated Debt Securities will, to the extent set
forth in the Subordinated Indenture, be subordinate and junior in right of
payment to all Senior Indebtedness of AmSouth. Unless otherwise specified in
the Applicable Prospectus Supplement, "Senior Indebtedness" of AmSouth is
defined in the Subordinated Indenture to mean the principal of, premium, if
any, and interest on (1) all indebtedness of AmSouth (including indebtedness
of others guaranteed by AmSouth), other than the Subordinated Debt Securities
and obligations on account of Existing Subordinated Indebtedness, whether
outstanding on the date of execution of the Indenture or thereafter created,
incurred or assumed which is (a) for money borrowed or (b) evidenced by a note
or similar instrument given in connection with the acquisition of any
business, properties or assets of any kind, and (2) amendments, renewals,
extensions, modifications or refundings of any such indebtedness, unless in
any case in the instrument creating or evidencing such indebtedness or
pursuant to which the same is outstanding it is provided that such
indebtedness is not superior in right of payment to the Subordinated Debt
Securities or is to rank pari passu with the Subordinated Debt Securities.
(Section 101 and Article Fourteen of the Subordinated Indenture).
The payment of the principal of and interest on the Subordinated Debt
Securities will, to the extent set forth in the Subordinated Indenture, be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness. Unless otherwise specified in the Applicable Prospectus
Supplement, in certain events of insolvency, the payment of the principal of
and interest on the Subordinated Debt Securities will, to the extent set forth
in the Subordinated Indenture, also be effectively subordinated in right of
payment to the prior payment in full of all Other Financial Obligations. Upon
any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of AmSouth, the holders of all Senior Indebtedness will first be
entitled to receive payment in full of all amounts due or to become due
thereon before the Holders of the Subordinated Debt
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Securities will be entitled to receive any payment in respect of the principal
of or interest on the Subordinated Debt Securities. If upon any such payment
or distribution of assets to creditors, there remains, after giving effect to
such subordination provisions in favor of the holders of Senior Indebtedness,
any amount of cash, property or securities available for payment or
distribution in respect of Subordinated Debt Securities (defined in the
Subordinated Indenture as "Excess Proceeds") and if, at such time, any
Entitled Persons (as defined in the Subordinated Indenture) in respect of
Other Financial Obligations have not received payment in full of all amounts
due or to become due on or in respect of such Other Financial Obligations,
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of the Subordinated Debt Securities (and
other securities ranking pari passu in respect of payment). In the event of
the acceleration of the maturity of any Subordinated Debt Securities, the
holders of all Senior Indebtedness will first be entitled to receive payment
in full of all amounts due thereon before the Holders of the Subordinated Debt
Securities will be entitled to receive any payment upon the principal of or
interest on the Subordinated Debt Securities.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of AmSouth who are not
holders of Senior Indebtedness or Holders of the Subordinated Debt Securities
may recover less, ratably, than the holders of Senior Indebtedness and may
recover more, ratably, than the Holders of the Subordinated Debt Securities.
By reason of the obligation of the Holders of Subordinated Debt Securities to
pay over any Excess Proceeds to Entitled Persons in respect to Other Financial
Obligations, in the event of insolvency, holders of Existing Subordinated
Indebtedness may recover less, ratably, than Entitled Persons in respect of
Other Financial Obligations and may recover more, ratably, than the Holders of
Subordinated Debt Securities.
Unless otherwise specified in the Applicable Prospectus Supplement,
"Existing Subordinated Indebtedness" means (1) the obligations of AmSouth
under securities issued pursuant to the indenture, dated as of April 15, 1987,
between AmSouth and Chemical Bank, as trustee, relating to AmSouth's 9 3/8%
Subordinated Capital Notes due 1999 (the "9 3/8% Notes") and (2) the
obligations of AmSouth (as successor by merger to FirstGulf Bancorp) under
securities issued pursuant to the indenture, dated as of August 1, 1981,
between The First National Bank of Mobile and FirstGulf Bancorp (formerly
known as First Bancgroup--Alabama, Inc.), as trustee, as amended by the First
Supplemental Indenture, dated as of August 30, 1985 between AmSouth and
FirstGulf Bancorp, relating to 7 1/2% Convertible Subordinated Debentures due
August 1, 2001. (Section 101 of the Subordinated Indenture). As of the date of
this Prospectus, there was outstanding approximately $103 million aggregate
principal amount of Existing Subordinated Indebtedness.
Unless otherwise specified in the Applicable Prospectus Supplement, "Other
Financial Obligations" means (1) all obligations of AmSouth under direct
credit substitutes, (2) obligations of, or any such obligation directly or
indirectly guaranteed by AmSouth for purchased money or funds, (3) any
deferred obligation of, or any such obligation directly or indirectly
guaranteed by, AmSouth incurred in connection with the acquisition of any
business properties or assets not evidenced by a note or similar instrument
given in connection therewith, and (4) all obligations of AmSouth to make
payment pursuant to the terms of financial instruments, such as (a) securities
contracts and foreign currency exchange contracts, (b) derivative instruments,
such as swap agreements (including interest rate and foreign exchange rate
swap agreements), cap agreements, floor agreements, collar agreements,
interest rate agreements, foreign exchange rate agreements, options, commodity
futures contracts, commodity option contracts, and (c) in the case of both (a)
and (b) above, similar financial instruments, other than (x) obligations on
account of Senior Indebtedness, and (y) obligations on account of indebtedness
for money borrowed ranking pari passu with or subordinate to the Subordinated
Debt Securities. Unless otherwise specified in the Applicable Prospectus
Supplement
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relating to the particular series of Subordinated Debt Securities offered
thereby, "Entitled Persons" means any person who is entitled to payment
pursuant to the terms of Other Financial Obligations.
AmSouth's obligations under the Subordinated Debt Securities shall rank pari
passu in right of payment with each other and with the Existing Subordinated
Indebtedness, subject (unless otherwise specified in the Applicable Prospectus
Supplement relating to the particular series of Subordinated Debt Securities
offered thereby) to the obligations of the Holders of Subordinated Debt
Securities to pay over any Excess Proceeds to Entitled Persons in respect of
Other Financial Obligations as provided in the Subordinated Indenture.
The Applicable Prospectus Supplement may further describe the provisions, if
any, applicable to the subordination of the Subordinated Debt Securities of a
particular series offered thereby.
LIMITATION ON DISPOSITION OF VOTING STOCK OF PRINCIPAL SUBSIDIARY BANKS
The Senior Indenture contains a covenant by AmSouth that it will not sell,
assign, transfer, grant a security interest in or otherwise dispose of any
shares of, securities convertible into or options, warrants or rights to
subscribe for or purchase shares of, Voting Stock (other than directors'
qualifying shares) of any Principal Subsidiary Bank and that it will not
permit any Principal Subsidiary Bank to issue (except to AmSouth) shares of,
securities convertible into, or options, warrants or rights to subscribe or
purchase, shares of Voting Stock, except for sales, assignments, transfers,
grants of security interests or other dispositions which: (1) are for fair
market value (as determined by the Board of Directors of AmSouth) and, after
giving effect to such dispositions and to any potential dilution, AmSouth will
own not less than 80 percent of the shares of Voting Stock of such Principal
Subsidiary Bank; (2) are made in compliance with an order of a court or
regulatory authority of competent jurisdiction, a condition imposed by any
such court or authority permitting the acquisition by AmSouth, directly or
indirectly, of any other bank or entity the activities of which are legally
permissible for a bank holding company or a subsidiary thereof to engage in,
or an undertaking made to such authority in connection with such an
acquisition; (3) are made where such Principal Subsidiary Bank, having
obtained any necessary regulatory approvals, unconditionally guarantees
payment when due of the principal of and interest on the Debt Securities; or
(4) are made to AmSouth or any Wholly-Owned Subsidiary if such Wholly-Owned
Subsidiary agrees to be bound by this covenant and AmSouth agrees to maintain
such Wholly-Owned Subsidiary as a Wholly-Owned Subsidiary. Notwithstanding the
foregoing, any Principal Subsidiary Bank may be merged into or consolidated
with another banking institution organized under the laws of the United
States, any State thereof or the District of Columbia, if after giving effect
to such merger or consolidation, AmSouth or any Wholly-Owned Subsidiary owns
at least 80 percent of the Voting Stock of such other banking institution then
issued and outstanding free and clear of any security interest and if,
immediately after giving effect thereto, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing. (Sections 101 and 1008). A
Principal Subsidiary Bank is defined in the Senior Indenture to mean any
Subsidiary which is a Bank and has total assets equal to 30 percent or more of
the consolidated assets of AmSouth determined as of the date of the most
recent audited financial statements of such entities. At present, the only
Principal Subsidiary Bank is AmSouth Alabama. If the Business Combinations are
completed as planned, AmSouth Florida will become a Principal Subsidiary Bank.
Voting Stock is defined in the Senior Indenture to mean stock of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
corporation (irrespective of whether or not at the time stock of any other
class or classes shall have contingent voting rights).
The Subordinated Indenture contains no such covenant and the foregoing
covenant is not a covenant for the benefit of any series of Subordinated Debt
Securities. The Indenture relating to the 9 3/8% Notes, however, does contain
a substantially identical covenant for the benefit of such 9 3/8% Notes.
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DEFAULTS
The Senior Indenture
An Event of Default is defined in the Senior Indenture as, with respect to
Debt Securities of any series issued thereunder: (1) default in payment of
principal of or premium, if any, on any Debt Security of that series at
Maturity; (2) default for 30 days in payment of interest of any Debt Security
of that series; (3) default in the deposit of any sinking fund payment when
due in respect of that series; (4) default in the performance, or breach, of
any other covenant of AmSouth in the Senior Indenture or in the Debt
Securities of that series, continued for 30 days after written notice to
AmSouth by the Senior Trustee or to AmSouth and the Senior Trustee by the
Holders of not less than 25 percent of the aggregate principal amount of the
Outstanding Securities of that series; (5) failure to pay when due any
indebtedness of AmSouth or any Principal Subsidiary Bank for borrowed money in
excess of $5,000,000, or acceleration of the maturity of any such indebtedness
in excess of such amount if acceleration results from a default under the
instrument giving rise to such indebtedness and is not annulled within 30 days
after due notice, unless in either case such default is contested in good
faith by appropriate proceedings; (6) certain events of bankruptcy, insolvency
or reorganization of AmSouth, or any Principal Subsidiary Bank; and (7) any
other Event of Default with respect to Debt Securities of that series that is
specified in the Applicable Prospectus Supplement. (Section 501).
The Senior Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time outstanding thereunder occurs and is
continuing, either the Senior Trustee or the Holders of not less than 25
percent in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Debt Securities of that
series to be due and payable immediately (provided that no such declaration is
required upon certain events of bankruptcy), but upon certain conditions such
declaration may be annulled and past defaults (except, unless theretofore
cured, a default in payment of principal of or premium, if any, or interest on
the Debt Securities of that series and certain other specified defaults) may
be waived by the Holders of a majority in principal amount of the Outstanding
Securities of that series on behalf of the Holders of all Debt Securities of
that series. (Sections 502 and 513). See the last paragraph under "General"
above. In the event of the bankruptcy, insolvency or reorganization of
AmSouth, the claims of Holders would be subject as to enforcement to the broad
equity power of a Federal Bankruptcy Court, and to the determination by that
court of the nature of the rights of the Holders.
The Senior Indenture contains a provision entitling the Senior Trustee,
subject to the duty of the Senior Trustee upon the occurrence and continuation
of an Event of Default to act with the required standard of care, to be
indemnified by the Holders of any series of Outstanding Securities thereunder
before proceeding to exercise any right or power under the Indenture at the
request of the Holders of such series of Securities. (Section 603). The Senior
Indenture provides that the Holders of a majority in principal amount of
Outstanding Securities thereunder of any series may direct the time, method
and place of conducting any proceeding for any remedy available to the Senior
Trustee, or exercising any trust or other power conferred on the Senior
Trustee, with respect to the Debt Securities of such series, provided that the
Senior Trustee may decline to act if such direction is contrary to law or the
Senior Indenture or would involve the Senior Trustee in personal liability.
(Section 512).
AmSouth will file annually with the Senior Trustee a certificate as to
compliance with all conditions and covenants in the Senior Indenture. (Section
1004).
The Subordinated Indenture
Payment of principal of the Subordinated Debt Securities may be accelerated
only upon an Event of Default (as defined below). There is no right of
acceleration in the case of a default in the payment of interest or the
payment of principal prior to the date of maturity or a default in the
performance of
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<PAGE>
any other covenant of AmSouth in the Subordinated Indenture, unless the terms
of a particular series of Subordinated Debt Securities specifically provide
otherwise, in which case any such extension of such right of acceleration will
be described in the Applicable Prospectus Supplement.
An Event of Default is defined in the Subordinated Indenture as certain
events involving the bankruptcy, insolvency or reorganization of AmSouth and
any other Event of Default which may be provided for with respect to the
Subordinated Debt Securities of that series. (Section 501). A Default, with
respect to Debt Securities of that series, is defined in the Subordinated
Indenture to include: (1) any Event of Default with respect to any Debt
Securities of that series; (2) a default in the payment of principal or
premium, if any, of any Debt Security of that series at its Maturity; (3)
default in the payment of any interest on any Debt Security of that series
when due, continued for 30 days; (4) default in the performance, or breach, of
any other covenant or warranty of AmSouth in the Subordinated Indenture or in
the Debt Securities of that series, continued for 30 days after written notice
to AmSouth by the Subordinated Trustee or to AmSouth and the Subordinated
Trustee by the Holders of not less than 25 percent in aggregate principal
amount of the Outstanding Securities of such series; or (5) any other Default
with respect to Debt Securities of that series. (Section 503). If an Event of
Default with respect to the Debt Securities of any series occurs and is
continuing, either the Subordinated Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Outstanding Securities of that
series may accelerate the maturity of all Outstanding Securities of such
series. The Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series may waive an Event of Default resulting
in acceleration of the Securities of such series, but only if all Events of
Default have been remedied and all payments due on the Debt Securities of that
series (other than those due as a result of acceleration) have been made and
certain other conditions have been met. (Section 502). Subject to the
provisions of the Subordinated Indenture relating to the duties of the
Subordinated Trustee, in case a Default shall occur and be continuing, the
Subordinated Trustee will be under no obligation to exercise any of its rights
or powers under the Subordinated Indenture at the request or direction of any
of the Holders, unless such Holders shall have offered to the Subordinated
Trustee reasonable indemnity. (Section 603). Subject to such provisions for
the indemnification of the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series will have the
right to direct the time, method and place of conducting any proceeding for
any remedy available to the Subordinated Trustee or exercising any trust or
power conferred on the Subordinated Trustee. (Section 512). The Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series may waive any past default under the Subordinated Indenture with
respect to such series, except a default in the payment of principal or
interest or a default in respect of a covenant in the Subordinated Indenture
which cannot be modified without the consent of the Holder of each Outstanding
Security of the series affected. (Section 513). See the final paragraph under
"General" above.
In the event of the bankruptcy, insolvency or reorganization of AmSouth, the
claims of the Holders would be subject as to enforcement to the broad equity
power of a United States Bankruptcy Court, and to the determination by that
court of the nature of the rights of the Holders.
AmSouth will file annually with the Subordinated Trustee a certificate as to
compliance with all conditions and covenants in the Subordinated Indenture.
(Section 1004).
DEFEASANCE AND DISCHARGE
Each Indenture provides that the terms of any series of Debt Securities
issued thereunder may provide that AmSouth may terminate all (referred to as
"Defeasance"), or certain of (referred to as "Covenant Defeasance"), its
obligations under such Indenture with respect to the Debt Securities of such
series on the terms and subject to the conditions contained in the Applicable
Indenture, by (1) depositing irrevocably with the Applicable Trustee as trust
funds in trust (a) in the case of Debt
17
<PAGE>
Securities denominated in a foreign currency, money in such foreign currency
or Foreign Government Obligations (as defined below) of the foreign government
or governments issuing such foreign currency, (b) in the case of Debt
Securities denominated in U.S. dollars, U.S. dollars or U.S. Government
Obligations (as defined below), in each case in an amount which through the
payment of interest, principal or premium, if any, in respect thereof in
accordance with their terms will provide (without any reinvestment of such
interest, principal or premium), not later than one business day before the
due date of any payment, money, or (c) a combination of money and U.S.
Government Obligations or Foreign Government Obligations, as applicable,
sufficient to pay the principal of or premium, if any, and interest on, the
Debt Securities of such series as such are due and (2) satisfying certain
other conditions precedent specified in the Applicable Indenture. (Article
XIII). Such deposit and termination is conditioned, among other things, upon
AmSouth's delivery of (1) an opinion of independent counsel that the Holders
of the Debt Securities of such series will have no federal income tax
consequences as a result of such deposit and termination and (2), in the case
of Defeasance, if the Debt Securities of such series are then listed on the
New York Stock Exchange, an opinion of counsel that the Debt Securities of
such series will not be delisted as a result of the exercise of this option.
(Section 1304).
In the event AmSouth exercises its option to effect a Covenant Defeasance
and, therefore, to omit compliance with its obligations under certain
covenants contained in the Applicable Indenture, with respect to the Debt
Securities of any series and the outstanding Debt Securities of such series
are declared due and payable because of the occurrence of any Event of
Default, then the amount of money and Government Obligations or Foreign
Obligations on deposit with the Applicable Trustee will be sufficient to pay
amounts due on such Debt Securities at the time of their Stated Maturity but
may be insufficient to pay amounts due on such Debt Securities at the time of
acceleration of their maturity resulting from such Event of Default. In
connection with such Covenant Defeasance, AmSouth shall in any event remain
liable for such payments as provided in the Applicable Indenture.
"U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
under clauses (1) or (2) of this sentence are not callable or redeemable at
the option of the issuer thereof. "Foreign Government Obligations" means
securities denominated in a Foreign Currency that are (1) direct obligations
of a foreign government for the payment of which its full faith and credit is
pledged or (2) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of a foreign government the payment of which
is unconditionally guaranteed as a full faith and credit obligation by such
foreign government, which, in either case, under clauses (1) or (2) of this
sentence are not callable or redeemable at the option of the issuer thereof.
The Applicable Prospectus Supplement will state whether any defeasance
provisions of the Applicable Indenture will apply to Offered Debt Securities.
MODIFICATION AND WAIVER
Certain modifications and amendments of each of the Indentures may be made
by AmSouth and the Trustee under the Applicable Indenture only with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of each series issued under such
Indenture and affected by the modification or amendment, provided that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security issued under such Indenture and affected thereby: (1)
change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any such Debt Security; (2) reduce the principal
amount of, or the premium,
18
<PAGE>
if any, or the interest on, any such Debt Security (including in the case of
an Original Issue Discount Security the amount payable upon acceleration of
the maturity thereof); (3) change the place of payment where, or the coin or
currency or currency unit in which, any principal of, or premium, if any, or
interest on, any such Debt Security is payable; (4) impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date); (5) reduce the above-stated percentage of Outstanding Securities of any
series the consent of the Holders of which is necessary to modify or amend the
Applicable Indenture; or (6) modify the foregoing requirements or reduce the
percentage of aggregate principal amount of Outstanding Securities of any
series required to be held by Holders seeking to waive compliance with certain
provisions of the Applicable Indenture or seeking to waive certain defaults.
(Section 902).
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is concerned,
compliance by AmSouth with certain restrictive provisions of the Applicable
Indenture. (Section 1008 of the Subordinated Indenture, Section 1009 of the
Senior Indenture). The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all Debt Securities of that series waive any past default under
the Applicable Indenture with respect to that series, except a default in the
payment of the principal of, or premium, if any, or interest on any Debt
Security of that series or in respect of a covenant or provision which under
the Applicable Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Security issued thereunder of the series
affected. (Section 513).
Certain modifications and amendments of each of the Senior Indenture and the
Subordinated Indenture may be made by AmSouth and the Trustee under the
Applicable Indenture without the consent of Holders of the Outstanding
Securities issued under such Indenture. (Section 901).
Each Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities issued under such
Indenture have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or are present at a meeting of Holders of Debt
Securities for quorum purposes, (1) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount
of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (2) the principal
amount of a Debt Security denominated in a foreign currency or currency unit
shall be the U.S. dollar equivalent, determined on the date of original
issuance of such Debt Security, of the principal amount of such Debt Security
or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Debt Security,
of the amount determined as provided in (1) above. (Section 101).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indentures each provide that AmSouth may not consolidate with or merge
into any other Person or transfer its properties and assets substantially as
an entirety to any Person unless (1) the Person formed by such consolidation
or into which AmSouth is merged or the Person to which the properties and
assets of AmSouth are so transferred shall be a corporation, partnership or
trust organized and validly existing under the laws of the United States, any
State thereof or the District of Columbia and shall expressly assume by a
supplemental indenture the payment of the principal of and premium, if any,
and interest on the Senior Debt Securities or the Subordinated Debt
Securities, as the case may be, and the performance of the other covenants of
AmSouth under the Applicable Indenture; (2) immediately after giving effect to
such transaction, no Event of Default or Default, as applicable, and no event
which, after notice or lapse of time or both, would become an Event of Default
or Default, as applicable, shall have occurred and be continuing; and (3)
certain other conditions are met. (Section 801).
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<PAGE>
TRUSTEES
Any Trustee may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed to act with respect
to such series. (Section 610). In the event that two or more persons are
acting as Trustee with respect to different series of Debt Securities, each
such Trustee shall be a Trustee of a trust under the related Indenture
separate and apart from the trust administered by any other such Trustee
(Section 611), and any action described herein to be taken by the "Trustee"
may then be taken by each such Trustee with respect to, and only with respect
to, the one or more series of Debt Securities for which it is Trustee.
In the normal course of business, AmSouth and its subsidiaries may conduct
banking transactions with any Trustee, and any Trustee may conduct banking
transactions with AmSouth and its subsidiaries.
DESCRIPTION OF WARRANTS
AmSouth may issue Warrants for the purchase of Debt Securities. Warrants may
be issued independently or together with Debt Securities offered by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities.
The Warrants are to be issued under Warrant Agreements to be entered into
between AmSouth and a bank or trust company, as Warrant Agent, all as set
forth in the Applicable Prospectus Supplement. The Warrant Agent will act
solely as an agent of AmSouth in connection with the certificates for Warrants
("Warrant Certificates") and will not assume any obligation or relationship of
agency or trust for or with any holders of Warrant Certificates or beneficial
owners of Warrants. A copy of a form of Warrant Agreement, including a form of
Warrant Certificate representing the Warrants, is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the form of Warrant Agreement and Warrant
Certificate do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the Warrant
Agreements and the Warrant Certificates.
GENERAL
If Warrants are offered, the Applicable Prospectus Supplement will describe
the terms of the Warrants, including the following: (1) the offering price;
(2) the currency for which Warrants may be purchased; (3) the designation,
aggregate principal amount, currency, priority of payment and terms of the
Debt Securities purchasable upon exercise of the Warrants; (4) if applicable,
the designation and terms of the Debt Securities with which the Warrants are
issued and the number of Warrants issued with each such Debt Security; (5) if
applicable, the date on and after which the Warrants and the related Debt
Securities will be separately transferable; (6) the principal amount of Debt
Securities purchasable upon exercise of one Warrant and the price at and
currency in which such principal amount of Debt Securities may be purchased
upon such exercise; (7) the date on which the right to exercise the Warrants
shall commence and the date on which such right shall expire (the "Expiration
Date"); (8) certain federal income tax consequences of holding or exercising
Warrants; (9) whether the Warrants represented by the Warrant Certificates
will be issued in registered or bearer form; and (10) any other terms of the
Warrants (which shall not be inconsistent with the provisions of the
applicable Warrant Agreement).
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office
of the Warrant Agent or any other office indicated in the Applicable
Prospectus Supplement. Prior to the exercise of their Warrants, holders of
Warrants will not have any of the rights of holders of the Debt Securities
purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest, if any, on the Debt Securities
purchasable upon such exercise or to enforce covenants in the Applicable
Indenture.
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<PAGE>
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in,
or calculable from, the Applicable Prospectus Supplement. Unless otherwise
specified in the Applicable Prospectus Supplement, Warrants may be exercised
at any time up to 5:00 P.M. New York time on the Expiration Date set forth in
such Prospectus Supplement. After the close of business on the Expiration
Date, unexercised Warrants will become void.
Warrants may be exercised by delivery of payment to the Warrant Agent as
provided in the Applicable Prospectus Supplement of the amount required to
purchase the Debt Securities purchasable upon such exercise together with
certain information, set forth on the reverse side of the Warrant Certificate.
Upon receipt of such payment and the Warrant Certificate properly completed
and duly executed at the corporate trust office of the Warrant Agent or any
other office indicated in the Applicable Prospectus Supplement, AmSouth will,
in the time period provided by the applicable Warrant Agreement, issue and
deliver pursuant to the indenture the Debt Securities purchasable upon such
exercise. If fewer than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
PLAN OF DISTRIBUTION
AmSouth may sell Securities to or through underwriters to be designated from
time to time, and also may sell Securities directly to other purchasers or
through agents. The distribution of the Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
The Debt Securities will be new issues of securities with no established
trading market. It has not presently been established whether the
underwriters, if any, of the Debt Securities will make a market in the Debt
Securities. If a market in the Debt Securities is made by any such
underwriters, such market making may be discontinued at any time without
notice. No assurance can be given as to the liquidity of the trading market
for the Debt Securities.
In connection with the sale of Securities, underwriters may receive
compensation from AmSouth or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters, and any discounts
or commissions received by them from AmSouth and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriter or agent will be identified,
and any such compensation received from AmSouth will be described, in the
Applicable Prospectus Supplement.
Unless otherwise indicated in the Applicable Prospectus Supplement, the
obligations of any such underwriters to purchase the Securities will be
subject to certain conditions precedent, and each of the underwriters with
respect to a sale of Securities will be obligated to purchase all of its
Securities if any are purchased. Unless otherwise indicated in the Applicable
Prospectus Supplement, any such agent involved in the offer and sale of the
Securities in respect of which this Prospectus is being delivered will be
acting on a best efforts basis for the period of its appointment.
Under agreements which may be entered into by AmSouth, underwriters, agents
and their controlling persons who participate in the distribution of
Securities may be entitled to indemnification by AmSouth against certain
liabilities, including liabilities under the Securities Act.
21
<PAGE>
If so indicated in the Applicable Prospectus Supplement, AmSouth will
authorize dealers or other persons acting as AmSouth's agents to solicit
offers by certain institutions to purchase any Offered Securities from AmSouth
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by AmSouth. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
any Offered Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
If AmSouth offers and sells Offered Securities directly to a purchaser or
purchasers in respect of which this Prospectus is delivered, purchasers
involved in the reoffer or resale of such Offered Securities, if such
purchasers in respect thereof may be deemed to be underwriters as that term is
defined in the Securities Act, will be named and the terms of such reoffers or
resales will be set forth in a Prospectus Supplement. Such purchasers may then
reoffer and resell such Offered Securities to the public or otherwise at
varying prices to be determined by such purchasers at the time of resale or as
otherwise described in the Prospectus Supplement. Purchasers of Offered
Securities directly from AmSouth may be entitled under agreements which they
may enter into with AmSouth to indemnification by AmSouth against certain
liabilities, including liabilities under the Securities Act, and may engage in
transactions with or perform services for AmSouth in the ordinary course of
their business or otherwise.
Underwriters or agents and their associates may be customers of (including
borrowers from), engage in transactions with, and/or perform services for,
AmSouth and its subsidiaries, or any Trustee, in the ordinary course of
business.
VALIDITY OF THE SECURITIES
The validity of any Securities offered hereby will be passed upon for
AmSouth by Sullivan & Cromwell, 125 Broad Street, New York, New York, special
counsel to AmSouth.
EXPERTS
The consolidated financial statements of AmSouth for the year ended December
31, 1992 included and incorporated by reference in the Form 10-K have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
With respect to the unaudited consolidated interim financial information for
the three month periods ended March 31, 1993 and March 31, 1992, the six month
periods ended June 30, 1993 and June 30, 1992, and the nine month periods
ended September 30, 1993 and September 30, 1992, incorporated by reference in
this Prospectus, Ernst & Young have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports, included in AmSouth's Quarterly
Report on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993, and incorporated herein by reference, 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 independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because the reports are not a "report"
or a "part" of the Registration Statement prepared or certified by the
auditors within the meaning of Sections 7 and 11 of the Securities Act.
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<PAGE>
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPOR-
ATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY AMSOUTH OR BY ANY OF THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF AMSOUTH SINCE THE DATE HEREOF. THIS PRO-
SPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITA-
TION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHO-
RIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALI-
FIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLIC-
ITATION.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
AmSouth.................................................................... S-2
Recent Developments........................................................ S-3
Use of Proceeds............................................................ S-5
Selected Consolidated Financial Data....................................... S-5
Unaudited Pro Forma Combined Condensed Selected Financial Data............. S-7
Description of Certain Terms of the Notes.................................. S-8
Underwriting............................................................... S-9
Validity of the Notes...................................................... S-9
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
AmSouth.................................................................... 3
Use of Proceeds............................................................ 4
Consolidated Ratios of Earnings to Fixed Charges........................... 4
Certain Regulatory Considerations.......................................... 5
Description of the Debt Securities......................................... 9
Description of Warrants.................................................... 20
Plan of Distribution....................................................... 21
Validity of the Securities................................................. 22
Experts.................................................................... 22
</TABLE>
$150,000,000
AMSOUTH
BANCORPORATION
7 3/4% SUBORDINATED NOTES DUE 2004
LOGO OF AMSOUTH
SALOMON BROTHERS INC
KEEFE, BRUYETTE & WOODS, INC.
THE ROBINSON-HUMPHREY
COMPANY, INC.
PROSPECTUS SUPPLEMENT
DATED MAY 19, 1994
