<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1994
REGISTRATION NO.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------------
DELAWARE 63-0591257
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
1400 AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(205) 320-7151
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
----------------
JAMES D. PRUETT, ESQ.
SENIOR VICE PRESIDENT AND ACTING GENERAL COUNSEL
AMSOUTH BANCORPORATION
1400 AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(205) 320-7151
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
COPIES TO:
C. HENRY MARSTON, ESQ.
WALSTON, STABLER, WELLS, ANDERSON & BAINS
505 NORTH 20TH ST., SUITE 500
BIRMINGHAM, ALABAMA 35203
(205) 251-9600
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: October 3,
1994.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE BEING OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT* PRICE* FEE
- - ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1 per share (and
associated Preferred
Stock Purchase
Rights)............... 1,000,000 Shares $30.9375 $30,937,500 $10,669
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
* Registration fee computed in accordance with Rule 457(c) based upon the
average of the high and low prices on the New York Stock Exchange on
September 26, 1994.
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<PAGE>
PROSPECTUS
[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
----------------
AmSouth Bancorporation (the "Company") is offering through its Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") to all holders of
record of its Common Stock ("Common Stock") the opportunity to reinvest
automatically their cash dividends in shares of Common Stock and to make
optional cash purchases of Common Stock of from $10 to $5,000 per quarter. The
text of the Plan is set forth in this Prospectus.
The price to be paid for shares of Common Stock purchased under the Plan will
be a market price average, determined as provided in the Plan. Shares issued
under the Plan will be either newly issued shares, treasury shares or shares
purchased for Plan participants in the open market. (See "Purchases," "Price"
and "Optional Cash Payments.")
This Prospectus relates to 1,000,000 additional shares of Common Stock of the
par value of $1.00 per share of the Company registered for purchase under the
Plan. This Prospectus is being provided to present and prospective participants
in the Plan. For present participants in the Plan, this Prospectus (including
the material incorporated by reference) provides more current information
concerning the Company and the Plan and is intended to replace the prospectus
dated June 26, 1990. Please retain this Prospectus for future reference.
----------------
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 SHARES OF AMSOUTH COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
The date of this Prospectus is September 29, 1994.
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
The Company's principal executive offices are located at 1400 AmSouth-Sonat
Tower, Birmingham, Alabama 35203, and its telephone number is (205) 320-7151.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at Seven World Trade Center
(13th Floor), New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the Commission, Washington,
D.C. 20549 at prescribed rates. In addition, such reports, proxy statements and
other information can be inspected at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 on which the Company's Common Stock is listed.
The Company has filed with the Commission a Registration Statement on Form S-
3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities to be issued pursuant to the Plan. This Prospectus does not
contain all the information set forth in the Registration Statement. Such
additional information may be obtained from the Commission's principal office
in Washington, D.C. Statements contained in this Prospectus as to the contents
of any contract or other document referred to herein or therein are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated in this
Prospectus by reference:
(a) AmSouth's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (provided that the information referred to in item
402(a)(8) of Regulation S-K shall not be deemed to be specifically
incorporated herein);
(b) AmSouth's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1994 and June 30, 1994;
(c) AmSouth's Current Reports on Form 8-K filed on (i) December 21, 1993,
as amended by a Form 8-K/A filed on February 16, 1994; (ii) January 26,
1994; (iii) March 22, 1994 (as amended by Forms 8-K/A filed on April 4,
1994 and April 11, 1994); (iv) April 11, 1994; (v) April 15, 1994 (vi)
April 22, 1994; (vii) May 11, 1994; (viii) May 19, 1994; (ix) May 20, 1994;
(x) June 10, 1994; and (xi) July 8, 1994, as amended by a Form 8-K/A filed
on August 17, 1994;
(d) AmSouth's Registration Statement on Form 10, filed on March 12, 1973,
with respect to the description of AmSouth Common Stock contained therein
(and any amendment or report filed for the purpose of updating such
description);
(e) AmSouth's Registration Statement on Form 8-A, filed on July 10, 1989,
with respect to the AmSouth's Stockholder Protection Rights Agreement (and
any amendment or report filed for the purpose of updating such
description); and
(f) All documents filed by AmSouth pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of Common Stock pursuant to the Plan
covered by this Prospectus.
Any statement contained in a document incorporated or deemed incorporated
herein by reference will be deemed to be modified or superseded for the purpose
of this Prospectus to the extent that a statement
2
<PAGE>
contained herein or in any other subsequently filed document which also is, or
is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS RELATING TO THE COMPANY, OTHER
THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST MADE TO AMSOUTH BANCORPORATION, POST OFFICE BOX 11007, BIRMINGHAM,
ALABAMA 35288 (TELEPHONE (205) 326-5807), ATTENTION: INVESTOR RELATIONS
DEPARTMENT.
3
<PAGE>
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who do not wish to participate in the Plan will
continue to receive cash dividends, if and when declared, by check.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of Common Stock with a
simple and convenient way of investing cash dividends in shares of Common Stock
and of investing optional cash payments in Common Stock, all without payment of
any brokerage commissions, service charge or other expense. To the extent such
shares are purchased from the Company, the Company will receive additional
funds to finance the continuing operations of the Company and its subsidiaries.
The Plan offers eligible holders an opportunity to invest conveniently for the
long-term. The Plan is not intended to provide a mechanism for generating
short-term profits or engaging in other strategies involving rapid turnover of
shares or proliferation of accounts. The Company accordingly reserves the right
to refuse to allow participation in the Plan and/or to modify, suspend or
terminate participation by otherwise eligible record owners who engage in, or
who the Company believes may engage in, such practices or other practices
deemed by the Company to be inconsistent with the purposes of the Plan or
detrimental to the Plan or other participants.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
-- Reinvest all or part of their dividends on shares of Common Stock
automatically.
-- Invest additional cash, up to $5,000 per quarter, in Common Stock.
-- Avoid charges for brokerage commissions or fees on all investments under
the Plan.
-- Invest the full amount of all dividends and optional cash payments since
the Plan allows fractions of a share to be held under the Plan.
-- Avoid cumbersome safekeeping requirements through free custodial
services under the Plan.
-- Avoid inconvenience and expense of recordkeeping through the free
reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
All record owners of Common Stock are eligible to participate in the Plan.
Beneficial owners whose shares are registered in names other than their own
(for example, in the name of a broker or bank nominee) must become owners of
record by having the number of shares as to which they wish to participate
transferred into their names. Shareholders can participate with respect to all
or less than all of their shares.
4. How does an eligible shareholder become a participant?
An eligible shareholder may join the Plan by signing an Authorization Card
and returning it to AmSouth Bank of Alabama as follows:
AmSouth Bank of Alabama
Corporate Securities Services
Dividend Reinvestment
P.O. Box 11426
Birmingham, Alabama 35202
4
<PAGE>
An Authorization Card may be obtained at any time by written request to
AmSouth Bank of Alabama at the above address or by calling AmSouth Bank of
Alabama at (205) 581-7557.
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an Authorization
Card specifying reinvestment of dividends is received by AmSouth Bank of
Alabama before the record date for a dividend payment, reinvestment will
commence with that dividend payment. If the Authorization Card is received on
or after a dividend record date, the reinvestment of dividends through the
Plan will begin with the dividend payment following the next record date. The
record date for determining shareholders who will receive dividends normally
precedes the dividend payment date by two to three weeks. Dividend payment
dates ordinarily are:
January 2 July 1
April 1 October 1
(See Questions 11, 12, 13, and 14 for information concerning the investment
of optional cash payments.)
6. What does the Authorization Card provide?
By marking the appropriate spaces of the Authorization Card you may choose
among the following investment options:
-- To reinvest automatically cash dividends on all shares registered in
your name.
-- To reinvest automatically cash dividends on less than all of the shares
registered in your name (a specified number of whole shares) and
continue to receive cash dividends on the remaining shares.
-- To invest by making optional cash payments in any amount from $10 per
payment, up to a total of $5,000 per quarter, whether or not any
dividends are being reinvested. Optional cash payments will be invested
quarterly as explained under Question 11.
-- To deposit certificates for Common Stock with the Agent as explained
under Question 18.
Dividends on all shares purchased for your account under the Plan, whether
through dividend reinvestment or optional cash payments, will be reinvested
automatically in additional shares of Common Stock.
7. May a participant change his or her method of participation after
enrollment?
Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to AmSouth Bank of Alabama as provided
under Question 4. If you elect to participate through the reinvestment of
dividends but later decide to reduce the number of shares on which dividends
are being reinvested or to participate through the optional cash payment
feature only, an Authorization Card indicating a change of options must be
received by AmSouth Bank of Alabama prior to a particular dividend record date
in order to stop any unwanted reinvestment of dividends paid on that dividend
payment date. If you want to terminate your participation in the Plan, see
Question 19.
AGENT
8. Who administers the Plan?
AmSouth Bank of Alabama (the "Agent"), a subsidiary of the Company,
administers the Plan for participants, keeps records, sends statements of
account to participants and performs other duties relating to the Plan. Shares
purchased under the Plan will be registered in the name of the Agent or its
nominee as agent for participants in the Plan.
The Agent's mailing address is:
AmSouth Bank of Alabama
Corporate Securities Services
Dividend Reinvestment
P.O. Box 11426
Birmingham, Alabama 35202
5
<PAGE>
The Agent may at any time (1) resign by giving written notice to the Company,
or (2) be removed by the Company. In the event a vacancy occurs in the office
of Agent, the Company shall appoint a successor Agent, which may be the Company
or one of its subsidiaries.
COSTS
9. Are there any expenses to participants in connection with purchases under
the Plan?
No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. All costs of administration of the Plan will be
paid by the Company. However, if you request the Agent to sell your Plan
shares, you will pay certain charges as explained under Question 17.
Participants may incur tax liability as a result of payment by the Company of
expenses in connection with open market purchases of shares for Plan
participants, as explained under Question 20.
PURCHASES
10. How many shares of Common Stock will be purchased for participants and what
is the source of shares purchased under the Plan?
If you become a participant in the Plan, the number of shares purchased for
you will depend on the amount of your dividends, optional cash payments, or
both, and market prices of the Common Stock. The number of shares purchased for
your account, including fractions computed to three decimal places, will be
equal to the total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)
Shares purchased under the Plan will be, at the Company's discretion, either
newly issued shares, shares of treasury stock held by the Company or shares
purchased for Plan participants in the open market, or a combination of the
foregoing. Newly issued shares and treasury shares will be purchased directly
from the Company. The decision to purchase shares for Plan participants in the
open market will be made by the Company based upon general market conditions,
the relationship between purchase price and book value per share, regulatory
requirements and other factors.
Shares purchased under the Plan in the open market will be purchased by an
agent (the "Purchasing Agent") who normally will not be affiliated with the
Company. The Purchasing Agent may at any time (1) resign by giving written
notice to the Company, or (2) be removed by the Company. In the event a vacancy
occurs in the office of Purchasing Agent, the Company shall appoint a successor
Purchasing Agent, which may be the Company or one of its subsidiaries. The
Company may change the Purchasing Agent without notifying Plan participants.
11. When will shares of Common Stock be purchased under the Plan?
When shares are purchased from the Company, purchases will be made on the
dividend payment date with dividends paid on, and optional cash payments
received by the Agent on or within a month prior to, that dividend payment
date.
When shares are purchased in the open market, the Purchasing Agent will use
dividends paid on, and optional cash payments received on or within a month
prior to, a dividend payment date to purchase shares in the open market as soon
as practical and within 30 days after that dividend payment date, unless a
longer period is necessary or advisable because of federal securities laws or
market conditions. Such open market purchases may be made on any securities
exchange where shares of the Common Stock are traded, in the over-the-counter
market or in negotiated transactions and may be subject to such terms with
respect to price, delivery and other matters as the Purchasing Agent may agree
to. Neither the Company, the Agent nor any Plan participant shall have the
authority to direct the time, price or manner of such open market purchases, or
the selection of the broker or dealer through or from whom purchases are to be
made, all of which are in the sole discretion of the Purchasing Agent.
6
<PAGE>
PRICE
12. At what price will shares of Common Stock be purchased under the Plan?
Common Stock will be purchased under the Plan from the Company at a price per
share equal to the average of the daily high and low sales prices of the Common
Stock reported as New York Stock Exchange-Composite Transactions for the five
New York Stock Exchange trading days immediately preceding the dividend payment
date. If there is no trading in the Common Stock on the New York Stock Exchange
(or if trading is halted or suspended) for a substantial amount of time during
any trading day during the five day period or if publication of the sales
prices of the Common Stock on any such trading day does not take place or
contains a reporting error, the purchase price of shares purchased from the
Company shall be determined by the Company on the basis of such market
quotations as it shall deem appropriate. No shares will be purchased from the
Company under the Plan at less than their par value ($1.00 per share).
The price to a Plan participant of shares purchased in the open market under
the Plan will be the weighted average price of Common Stock purchased in the
open market for all Plan participants in respect of a particular dividend
payment date.
OPTIONAL CASH PAYMENTS
13. Who is eligible to make optional cash payments?
Record owners of Common Stock who have submitted a signed Authorization Card
are eligible to make optional cash payments. Your check or money order should
be made payable to AmSouth Bancorporation Dividend Reinvestment. Any optional
cash payment received from a participant on or within a month prior to a
dividend payment date will be applied to the purchase of Common Stock for the
account of the participant on that dividend payment date if such Common Stock
is purchased from the Company and as soon as practical (as explained under
Question 11) after that dividend payment date if such Common Stock is purchased
in the open market. This ordinarily results in the following schedule:
<TABLE>
<CAPTION>
*CHECKS FOR OPTIONAL CASH PAYMENTS
DIVIDEND PAYMENT DATE: ACCEPTED DURING THE PERIOD:
<S> <C>
January 2 December 1--December 31
April 1 March 1--March 31
July 1 June 1--June 30
October 1 September 1--September 30
</TABLE>
- - --------
* If the period ends on a weekend or holiday, the check must be received by the
Agent on the last business day of the period.
If you choose to make optional cash payments only (and not reinvest dividends
on Common Stock registered in your name), dividends on shares purchased with
optional cash payments will be reinvested automatically. (See Question 16.)
An initial optional cash payment may be made by you when you join the Plan by
enclosing a check or money order with the Authorization Card, IF THE
AUTHORIZATION CARD IS RECEIVED BY THE AGENT NOT MORE THAN A MONTH BEFORE THE
NEXT DIVIDEND PAYMENT DATE. See the schedule above. Your check or money order
must be returned along with the Authorization Card. Thereafter, optional cash
payments may be made through the use of cash payment forms sent to you with
statements of your account.
THE COMPANY RECOMMENDS THAT OPTIONAL CASH PAYMENTS BE SENT SO AS TO BE
RECEIVED SHORTLY BEFORE A DIVIDEND PAYMENT DATE. NO INTEREST WILL BE PAID ON
THESE PAYMENTS. OPTIONAL CASH PAYMENTS RECEIVED MORE THAN A MONTH PRIOR TO THE
NEXT DIVIDEND PAYMENT DATE WILL BE RETURNED TO THE PARTICIPANT. YOU MAY OBTAIN
THE RETURN OF ANY OPTIONAL CASH PAYMENT BY WRITTEN REQUEST RECEIVED BY THE
AGENT AT LEAST 48 HOURS BEFORE THE NEXT DIVIDEND PAYMENT DATE.
7
<PAGE>
14. What are the limitations on making optional cash payments?
Optional cash payments must be received by the Agent on or within a month
before a dividend payment date. See the schedule set forth under Question 13.
The same amount of money need not be sent each time, and you are under no
obligation to make an optional cash payment at any time. Any optional cash
payments you wish to make must not be less than $10 per payment nor may your
payments aggregate more than $5,000 in any calendar quarter.
REPORTS TO PARTICIPANTS
15. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase you will receive a statement of
your account showing amounts invested, purchase prices, shares purchased and
other information for the year to date. THIS STATEMENT WILL PROVIDE A RECORD OF
THE COST OF PURCHASES UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX PURPOSES.
In addition, you will receive copies of the same communications sent to every
other holder of Common Stock, including the Company's annual and quarterly
reports to shareholders, proxy statements and information for income tax
reporting purposes.
DIVIDENDS
16. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Agent will receive dividends (less the amount of any tax withheld)
for all Plan shares held on the dividend record date and credit them to
participants' accounts on the basis of full shares and fractions of a share
credited to those accounts on that record date. Such dividends received will be
reinvested automatically in additional shares of Common Stock as a dividend
reinvestment. (See Question 12.)
CERTIFICATES
17. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan will not be
issued to you unless you request them. All shares credited to your account
under the Plan will be issued to the Agent or its nominee, as your agent. The
number of shares credited to your account will be shown on your statement of
account. This convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces the costs to
be borne by the Company.
A certificate for any number of whole shares credited to your account under
the Plan will be issued on your written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Agent. Any remaining full shares and fraction of a
share will continue to be credited to your account. If you have authorized the
reinvestment of dividends on all shares registered in your name, dividends on
shares represented by the certificate issued to you will continue to be
reinvested. Otherwise, dividend reinvestment will continue with respect to the
number of shares registered in your name specified for dividend reinvestment on
your Authorization Card.
Certificates for fractions of a share will not be issued under any
circumstances. (See Question 19.)
Shares credited to your account may not be pledged. If you wish to pledge the
whole shares credited to your account, you must request that certificates for
those shares be issued in your name.
Accounts under the Plan are maintained in the name in which your certificates
were registered at the time you entered the Plan. Consequently, certificates
for whole shares will be similarly registered when issued to you.
You may at any time request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of
the sale, less any related brokerage commission, Agent's fee and transfer tax.
8
<PAGE>
18. May certificates for shares of Common Stock be Deposited with the Agent?
A participant who holds certificates for Common Stock may send the unendorsed
certificates to the Agent at the address set forth under Question 4 and have
them registered in the name of the Agent or its nominee. The method of delivery
of your certificates is at your election and at your risk. The Company
recommends that certificates be sent by registered mail. Your certificates may
be sent to the Agent when you join the Plan by enclosing your certificates with
the Authorization Card. If you are already a participant in the Plan and wish
to have your certificates held by the Agent, you should mail the certificates
to the Agent together with the completed form which is included with your
quarterly statement of account. Additional forms may be obtained by written
request to the Agent at the address set forth under Question 4 or by calling
the Agent at (205) 581-7557. Dividends on all shares represented by
certificates deposited with the Agent will be reinvested automatically in
additional shares of Common Stock pursuant to the Plan.
TERMINATION OF PARTICIPATION
19. How does a participant terminate participation in the Plan?
You may at any time terminate your participation in the Plan by notifying the
Agent in writing.
If your notice of termination is received on or after the record date for the
next dividend, that dividend will be reinvested for your account, but all
subsequent dividends on those shares will be paid to you. If you elect to
terminate your participation in the Plan, any optional cash payment received by
the Agent before it receives your notice of termination will be invested for
your account unless you specifically request return of the payment by written
request received by the Agent at least 48 hours prior to the next dividend
payment date.
If you terminate your participation in the Plan or if the Company terminates
the Plan, certificates for whole shares credited to your account under the Plan
will be issued to you and a cash payment will be made for a fraction of a
share. The cash payment will be based on the closing price of the Company's
Common Stock reported as New York Stock Exchange-Composite Transactions on the
day the notice of termination is received by the Agent or on the next day on
which the New York Stock Exchange is open if it is closed when the notice is
received. However, if upon termination you prefer to receive cash for all your
Plan shares, you may request the Agent to sell your shares as explained under
Question 17.
OTHER INFORMATION
20. What are the federal income tax consequences of participation in the Plan?
Under Internal Revenue Service rulings in connection with similar plans,
dividends which you reinvest in additional shares of Common Stock under the
Plan will be treated for federal income tax purposes as having been received by
you in the form of a taxable stock distribution rather than as a cash dividend.
Under these rulings, an amount equal to the fair market value on the dividend
payment date of shares acquired from the Company with reinvested dividends on
that date will be treated as a dividend paid to you which must be included in
your gross income. When the Purchasing Agent purchases shares for your Plan
account in the open market with reinvested dividends, you must include in gross
income a dividend equal to the actual price paid by the Purchasing Agent for
those shares.
The Internal Revenue Service has issued a letter ruling which held that
brokerage commissions and service charges paid by a corporation in connection
with the open market purchase of shares pursuant to a dividend reinvestment
plan are includible in the gross income of participants in that plan. To the
extent that ruling is a correct interpretation of the law and applicable to the
Plan, when shares are purchased for your Plan account in the open market, you
must include in your gross income a dividend equal to that portion of any
brokerage commissions and service charges paid by the Company which are
attributable to the purchase of such shares. Any such service charges included
in income would be deductible by participants who itemize deductions.
9
<PAGE>
You will not realize any taxable income when you receive certificates for
whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize tax gain or loss (which, for most participants, will be capital
gain or loss) when whole shares acquired under the Plan are sold or exchanged--
either by the Agent at your request or by you. (See Questions 17 and 19.) You
also will recognize gain or loss when you receive a cash payment for a
fractional share credited to your account. The amount of such gain or loss will
be the difference between the amount which you receive for your shares or
fractional share and the tax basis thereof.
Under the rulings referred to above, the tax basis of shares acquired from
the Company under the Plan by reinvestment of dividends will be equal to the
fair market value of the shares on the dividend payment date on which the
shares are purchased for your Plan account. The tax basis of shares acquired by
the Purchasing Agent in the open market with reinvested dividends will be the
purchase price thereof paid by the Purchasing Agent plus an allocable share of
any brokerage commissions paid by the Company. The tax basis of shares
purchased with an optional cash payment will be the amount of such optional
cash payment plus allocable brokerage commissions. The holding period of shares
of Common Stock acquired under the Plan, whether purchased with dividends or
optional cash payments, will begin on the day following the date as of which
the shares are purchased for you.
The federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for
your Plan account. If your dividends become subject to the backup withholding
tax of the tax laws, dividends reinvested for you under the Plan will be
reduced by the amount of tax required to be withheld.
The foregoing is only an outline of the Company's understanding of some of
the applicable federal tax provisions. For further information as to the tax
consequences of participation in the Plan, including state, local and foreign
tax consequences and any future changes in applicable law or interpretations
thereof, you should consult with your own tax advisors.
21. What happens if a participant sells a portion of the shares of Common Stock
registered in the participant's name?
If you have authorized the reinvestment of dividends on all shares registered
in your name and then dispose of a portion of those shares, the dividends on
the remaining shares will continue to be reinvested.
If you have authorized the reinvestment of dividends on part of the shares
registered in your name and then dispose of a portion of those shares, the
dividends on the lesser of (1) the shares with respect to which reinvestment of
dividends was originally authorized, or (2) all of the remaining shares, will
continue to be reinvested.
22. What happens when a participant sells or transfers all of the shares
registered in his or her name?
If you dispose of all shares registered in your name with respect to which
you participate in the Plan, the dividends on the shares credited to your
account under the Plan will continue to be reinvested until the Agent is
otherwise notified.
23. If the Company has a rights offering, how will rights on Plan shares be
handled?
In the event of a rights offering, rights on shares of Common Stock credited
to your account under the Plan will be sold by the Agent. The proceeds of the
sale will be credited to your account and used as an optional cash payment to
purchase Common Stock for your account on the first dividend payment date
following the sale.
10
<PAGE>
24. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by the Company on shares of
Common Stock credited to your account under the Plan will be added to your
account. Stock dividends or split shares distributed on shares of Common Stock
registered in your name will be distributed to you in the same manner as to
shareholders who are not participants in the Plan.
25. How will a participant's shares be voted at meetings of shareholders?
You will receive a proxy indicating the total number of your shares of Common
Stock, including shares of Common Stock registered in your name and shares of
Common Stock credited to your account under the Plan.
If your proxy is returned properly signed and marked for voting, all the
shares covered by the proxy--those registered in your name and those credited
to your account under the Plan--will be voted as marked.
If your proxy is returned properly signed but without indicating instructions
as to the manner in which shares are to be voted with respect to any item
thereon, all of your shares--those registered in your name and those credited
to your account under the Plan--will be voted in accordance with the
recommendations of the board of directors of the Company. If the proxy is not
returned, or if it is returned unsigned or improperly signed, your shares may
be voted only if you vote in person.
26. What is the responsibility of the Company, the Agent and the Purchasing
Agent under the Plan?
The Agent and the Purchasing Agent have had no responsibility with respect to
the preparation and contents of this Prospectus. Neither the Company, the Agent
or the Purchasing Agent, in administering the Plan, will be liable for any act
done in good faith, or for any good faith omissions to act, including, without
limitation, any claims of liability arising out of failure to terminate a
participant's account upon the participant's death prior to receipt of notice
in writing of the death.
Neither the Company, the Agent or the Purchasing Agent can assure any
participant of a profit or protect any participant against a loss on the shares
purchased by him or her under the Plan.
27. Who regulates and interprets the Plan?
The Company reserves the right to interpret and regulate the Plan as it deems
necessary or desirable.
28. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Notice of any suspension, modification or termination will be mailed
to all participants.
11
<PAGE>
USE OF PROCEEDS
The Company does not know either the number of shares that will ultimately be
purchased under the Plan or the prices at which the shares will be sold, and
therefore cannot determine how the proceeds will be used. The Company intends
to add the net proceeds of sales under the Plan of newly issued shares and
treasury shares to the general funds of the Company to be available for general
purposes.
INDEMNIFICATION
Directors, officers, employees and agents of the Company and its subsidiaries
or those serving at its request as directors, officers, employees or agents of
another corporation or enterprise are entitled to indemnification as expressly
permitted by the provisions of the General Corporation Law of the State of
Delaware, the Company's certificate of incorporation, the charters of the
Company's subsidiaries, and the Company's liability insurance. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Carl L. Gorday, Counsel of the Company. Mr. Gorday owns less
than 1/100 of one percent of the outstanding shares of Common Stock.
EXPERTS
The consolidated financial statements of AmSouth Bancorporation and
subsidiaries appearing in AmSouth Bancorporation's Annual Report (Form 10-K)
for the year ended December 31, 1993, have been audited by Ernst & Young LLP,
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, 1994 and March 31, 1993, and the six
month periods ended June 30, 1994 and June 30, 1993, incorporated by reference
in this Prospectus, Ernst & Young LLP 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
Bancorporation's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1994 and June 30, 1994, 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 of 1933 (the "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 Act.
12
<PAGE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT
TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND TO
WHICH PORTIONS REFERENCE IS HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT
TO THE COMPANY AND THE SECURITIES OFFERED HEREBY.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Plan................................................................... 4
Purpose.................................................................. 4
Advantages............................................................... 4
Participation............................................................ 4
Agent.................................................................... 5
Costs.................................................................... 6
Purchases................................................................ 6
Price.................................................................... 7
Optional Cash Payments................................................... 7
Reports to Participants.................................................. 8
Dividends................................................................ 8
Certificates............................................................. 8
Termination of Participation............................................. 9
Other Information........................................................ 9
Use of Proceeds............................................................ 12
Indemnification............................................................ 12
Legal Opinion.............................................................. 12
Experts.................................................................... 12
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
---------------
PROSPECTUS
---------------
DATED SEPTEMBER 29, 1994
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration fee............... $10,669
Legal fees*....................................................... 7,500
Accounting fees*.................................................. 7,500
Printing expense*................................................. 3,500
Miscellaneous*.................................................... 2,000
-------
$31,169
=======
</TABLE>
- - --------
* Estimated. Total expenses exclude an estimated $100,000 of annual recurring
costs for the operation of the Plan.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation, as amended, and
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the Registrant's directors and officers against certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*(4)(i) Restated Certificate of Incorporation (Exhibit 3-b to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993).
*(4)(ii) By-laws (Exhibit 3 to the Company's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1994).
(5) Opinion of Carl L. Gorday, Counsel for the Company, regarding
legality of securities being registered, and consent of such
counsel.
(15) Acknowledgment letter from Ernst & Young LLP, independent
accountants, concerning unaudited interim financial
information.
(23)(i) Consent of Ernst & Young LLP, independent accountants.
(23)(ii) Consent of Carl L. Gorday (included in Exhibit (5)).
(25) Powers of attorney.
</TABLE>
- - --------
* Exhibit is incorporated by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON SEPTEMBER 29, 1994.
AmSouth Bancorporation
*
By __________________________________
(JOHN W. WOODS) (CHAIRMAN OF THE
BOARD, CHIEF EXECUTIVE OFFICER AND
A DIRECTOR)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON SEPTEMBER 29, 1994.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the September 29,
- - ------------------------------------- Board, Chief 1994
(JOHN W. WOODS) Executive Officer
and a Director
(Principal
Executive Officer)
* Executive Vice September 29,
- - ------------------------------------- President and Chief 1994
(M. LIST UNDERWOOD, JR.) Financial Officer
(Principal
Financial Officer)
* Senior Vice September 29,
- - ------------------------------------- President, 1994
(RICKY W. THOMAS) Controller and
Chief Accounting
Officer (Principal
Accounting Officer)
* A Director and an September 29,
- - ------------------------------------- Officer 1994
(C. DOWD RITTER)
* A Director and an September 29,
- - ------------------------------------- Officer 1994
(C. STANLEY BAILEY)
II-3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* A Director September 29,
- - ------------------------------------- 1994
(GEORGE W. BARBER, JR.)
* A Director September 29,
- - ------------------------------------- 1994
(WILLIAM D. BIGGS)
* A Director September 29,
- - ------------------------------------- 1994
(BARNEY B. BURKS, JR.)
* A Director September 29,
- - ------------------------------------- 1994
(WILLIAM J. CABANISS, JR.)
* A Director September 29,
- - ------------------------------------- 1994
(JOSEPH M. FARLEY)
* A Director September 29,
- - ------------------------------------- 1994
(RODNEY C. GILBERT)
* A Director September 29,
- - ------------------------------------- 1994
(M. MILLER GORRIE)
* A Director September 29,
- - ------------------------------------- 1994
(ROBERT A. GUTHANS)
* A Director September 29,
- - ------------------------------------- 1994
(ELMER B. HARRIS)
* A Director September 29,
- - ------------------------------------- 1994
(JAMES I. HARRISON, JR.)
A Director
- - -------------------------------------
(DONALD E. HESS)
II-4
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* A Director September 29,
- - ------------------------------------- 1994
(HUGH B. JACKS)
* A Director September 29,
- - ------------------------------------- 1994
(RONALD L. KUEHN, JR.)
* A Director September 29,
- - ------------------------------------- 1994
(E. ROBERTS LEATHERBURY)
A Director
- - -------------------------------------
(MRS. H. TAYLOR MORRISSETTE)
* A Director September 29,
- - ------------------------------------- 1994
(CLAUDE B. NIELSEN)
* A Director September 29,
- - ------------------------------------- 1994
(ARTHUR R. OUTLAW)
* A Director September 29,
- - ------------------------------------- 1994
(Z. CARTTER PATTEN, III)
A Director
- - -------------------------------------
(BENJAMIN F. PAYTON)
A Director
- - -------------------------------------
(WILLIAM J. RUSHTON, III)
* A Director September 29,
- - ------------------------------------- 1994
(HERBERT A. SKLENAR)
* A Director September 29,
- - ------------------------------------- 1994
(W. A. WILLIAMSON, JR.)
* A Director September 29,
- - ------------------------------------- 1994
(SPENCER H. WRIGHT)
/s/ Carl L. Gorday
By: _________________________________
(CARL L. GORDAY) ATTORNEY-IN-FACT
II-5
<PAGE>
(Exhibit 5)
_______________________________________________________________________________
September 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3 Relating
to 1,000,000 shares of Common Stock, $1.00
par value per share, of AmSouth Bancorporation
Ladies and Gentlemen:
I am familiar with the above referenced Registration Statement on Form
S-3 (the "Registration Statement"), relating to 1,000,000 shares of Common
Stock, $1.00 par value per share (the "Common Stock"), of AmSouth Bancorporation
(the "Company"), to be offered pursuant to the Company's Dividend Reinvestment
and Common Stock Purchase Plan and up to 1,000,000 related stock purchase rights
(the "Rights") to be issued pursuant to the Stockholder Protection Rights
Agreement dated as of June 15, 1989 (the "Rights Agreement") between the Company
and AmSouth Bank of Alabama, as Rights Agent (the "Rights Agent"). I have
examined the Company's Restated Certificate of Incorporation, as amended to
date, and such other documents and proceedings as I have deemed necessary or
appropriate as a basis for the opinion expressed below.
Based upon such examination I am of the opinion that:
(1) The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Delaware;
(2) The shares of Common Stock have been duly authorized, and when
issued and sold upon the terms and conditions set forth in the Registration
Statement, will be validly authorized and legally issued, fully paid and
nonassessable; and
(3) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration Statement
has become effective and the Common Stock has been validly issued as
contemplated by the Registration Statement, the Rights attributable to the
Common Stock will be validly issued.
In connection with my opinion set forth in paragraph (3) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to being named in the Registration Statement and in any
amendments thereto under the heading "LEGAL OPINION", and to the filing of this
Opinion as an Exhibit to the Registration Statement. In giving such consent, I
do not hereby admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/Carl L. Gorday
Carl L. Gorday
Counsel
<PAGE>
Exhibit 15 -- Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) of AmSouth Bancorporation for the registration of 1,000,000 shares of
its common stock of our reports dated May 9, 1994 and August 10, 1994 relating
to the unaudited consolidated interim financial statements of AmSouth
Bancorporation which are included in its Forms 10-Q for the quarters ended
March 31, 1994 and June 30, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/Ernst & Young LLP
Birmingham, Alabama
September 23, 1994
<PAGE>
Exhibit 23(i) -- Consent of Ernst & Young LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of AmSouth
Bancorporation for the registration of 1,000,000 shares of its common stock and
to the incorporation by reference therein of our report dated January 31, 1994,
with respect to the consolidated financial statements of AmSouth Bancorporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Birmingham, Alabama
September 23, 1994
<PAGE>
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and Officer
of AmSouth Bancorporation, a Delaware corporation (the "Company"), hereby
constitutes and appoints Carl L. Gorday and William H. Caughran, Jr., and either
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute and sign the Registration Statement on Form
S-3 to be filed by the Company with the Securities and Exchange Commission,
pursuant to the provisions of the Securities Act of 1933, as amended, the said
Registration Statement being related to the offer and sale of shares of Common
Stock of AmSouth Bancorporation, par value of $1.00 per share, by the Company
pursuant to its Dividend Reinvestment and Common Stock Purchase Plan, and,
further, to execute and sign any and all amendments (including post-effective
amendments and amendments changing the amount of such shares being registered)
to such Registration Statement, and to file same, with all exhibits and
schedules thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the said attorneys-in-fact and
agents, or either of them, or their or any of their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ John W. Woods
- - --------------------------- ---------------------------
JOHN W. WOODS
<PAGE>
OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned an officer of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ M. List Underwood, Jr.
- - -------------------------- --------------------------
M. LIST UNDERWOOD, JR.
<PAGE>
OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned an officer of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Ricky W. Thomas
- - -------------------------- ---------------------------
RICKY W. THOMAS
<PAGE>
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ C. Stanley Bailey
- - --------------------------- ---------------------
C. STANLEY BAILEY
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ George W. Barber Jr.
- - -------------------------- --------------------------
GEORGE W. BARBER, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ William D. Biggs
- - -------------------------- --------------------------
WILLIAM D. BIGGS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Arthur R. Outlaw /s/ Barney B. Burks, Jr.
- - -------------------------- --------------------------
BARNEY B. BURKS, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ William J. Cabaniss, Jr.
- - -------------------------- ----------------------------
WILLIAM J. CABANISS, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Joseph M. Farley
- - -------------------------- --------------------------
JOSEPH M. FARLEY
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS
/s/ Michelle A. Bridges /s/ Rodney C. Gilbert
- - -------------------------- --------------------------
RODNEY C. GILBERT
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ M. Miller Gorrie
- - -------------------------- --------------------------
M. MILLER GORRIE
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Robert A. Guthans
- - -------------------------- ---------------------------
ROBERT A. GUTHANS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Elmer B. Harris
- - -------------------------- --------------------------
ELMER B. HARRIS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ James I. Harrison, Jr.
- - -------------------------- --------------------------
JAMES I. HARRISON, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Hugh B. Jacks
- - -------------------------- ---------------------------
HUGH B. JACKS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Ronald L. Kuehn, Jr.
- - -------------------------- --------------------------
RONALD L. KUEHN, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ E. Roberts Leatherbury
- - -------------------------- ---------------------------
E. ROBERTS LEATHERBURY
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Claude B. Nielsen
- - -------------------------- --------------------------
CLAUDE B. NIELSEN
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Barney B. Burks /s/ Arthur R. Outlaw
- - -------------------------- --------------------------
ARTHUR R. OUTLAW
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Z. Cartter Patten, III
- - -------------------------- ---------------------------
Z. CARTTER PATTEN, III
<PAGE>
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994..
WITNESS:
/s/ Michelle A. Bridges /s/ C. Dowd Ritter
- - -------------------------- ---------------------------
C. DOWD RITTER
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Herbert A. Sklenar
- - -------------------------- --------------------------
HERBERT A. SKLENAR
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ W.A. Williamson, Jr.
- - -------------------------- --------------------------
W.A. WILLIAMSON, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Carl L. Gorday and William H. Caughran, Jr., and either of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and sign the Registration Statement on Form S-3 to be
filed by the Company with the Securities and Exchange Commission, pursuant to
the provisions of the Securities Act of 1933, as amended, the said Registration
Statement being related to the offer and sale of shares of Common Stock of
AmSouth Bancorporation, par value of $1.00 per share, by the Company pursuant to
its Dividend Reinvestment and Common Stock Purchase Plan, and, further, to
execute and sign any and all amendments (including post-effective amendments and
amendments changing the amount of such shares being registered) to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or either of
them, or their or any of their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of September, 1994.
WITNESS:
/s/ Michelle A. Bridges /s/ Spencer H. Wright
- - -------------------------- --------------------------
SPENCER H. WRIGHT
