<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AmSouth Bancorporation
(Name of Registrant as Specified In Its Charter)
AmSouth Bancorporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
- --------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
- -------------------------------------------------------------------------------
Post Office Box 11007
Birmingham, Alabama 35288
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1994
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the regular
Annual Meeting of Shareholders of AMSOUTH BANCORPORATION will be held in the
auditorium of AmSouth Bank N.A. in the AmSouth/Harbert Plaza, 1901 Sixth
Avenue, North, in Birmingham, Alabama, on Thursday, April 21, 1994 at 11:00
A.M., Birmingham, Alabama time, for the purpose of considering and voting upon
the following matters:
1. The election of eight directors of Class III to serve for a term of three
years until the Annual Meeting of Shareholders in 1997 or until their
successors are elected and qualify.
2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for further
information with respect to the matters to be acted upon at the meeting.
Only those Shareholders of Record at the
close of business on March 4, 1994 shall be
entitled to receive notice of the meeting
and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Maria B. Campbell
March 21, 1994 Secretary
- -------------------------------------------------------------------------------
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS PAGE
<TABLE>
<S> <C>
Notice of Meeting........................................................ Cover
Proxy Statement.......................................................... 1
General.................................................................. 1
Shareholder Proposals.................................................... 1
Voting Securities and Principal Holders Thereof.......................... 2
Election of Directors.................................................... 5
Certain Information Concerning the Board of Directors and its Commit-
tees................................................................... 14
Director Attendance; Filings............................................ 14
Certain Transactions.................................................... 14
Executive Compensation................................................... 15
Voting Procedures........................................................ 23
Relationship With Independent Public Accountants......................... 23
</TABLE>
<PAGE>
PROXY STATEMENT
DATED MARCH 21, 1994
AMSOUTH BANCORPORATION
P.O. Box 11007, Birmingham, Alabama 35288
For Annual Meeting of Shareholders
To Be Held on April 21, 1994
- -------------------------------------------------------------------------------
GENERAL
This Proxy Statement is furnished on or about March 24, 1994, to the
shareholders of AmSouth Bancorporation ("AmSouth") in connection with the
solicitation of proxies by the Board of Directors of AmSouth to be used in
voting at the Annual Meeting of Shareholders to be held on April 21, 1994 and
any adjournment or adjournments thereof. If the enclosed Proxy is properly
executed and received by AmSouth before or at the Annual Meeting, the shares
represented thereby will be voted as specified in the Proxy, BUT IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR
THE ELECTION OF THE EIGHT NOMINEES AS DIRECTORS.
The person giving the enclosed Proxy may revoke it at any time before it is
voted by voting in person at the Annual Meeting or by delivering a later
written proxy or a written revocation to the corporate secretary of AmSouth,
provided such later written proxy or revocation is actually received by the
corporate secretary of AmSouth before the vote of shareholders.
Solicitation of proxies will be made initially by mail. In addition, proxies
may be solicited by directors, officers and other employees of AmSouth and its
subsidiaries, in person, by telephone and by telegraph. AmSouth has also
retained Morrow & Co., Inc. to assist with the solicitation of proxies for a
fee of $5,000 plus the reimbursement of any out-of-pocket expenses incurred.
It is possible that Morrow & Co. may be paid additional fees depending upon
the services rendered. The cost of preparing, assembling and mailing this
Proxy Statement and other materials furnished to shareholders and all other
expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries who, at the request of AmSouth, mail material
to or otherwise communicate with beneficial owners of the shares held by them,
will be paid by AmSouth.
THIS SOLICITATION IS MADE BY THE BOARD OF DIRECTORS OF AMSOUTH.
The purposes of the Annual Meeting are as set forth in the accompanying
"Notice of Meeting of Shareholders." Management of AmSouth does not know of
any matters that may be brought before the Annual Meeting other than as
described in the Notice of Meeting. IF ANY OTHER MATTERS SHOULD PROPERLY BE
BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF, THE ENCLOSED
PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF MANAGEMENT.
The Board of Directors urges that you execute and return the enclosed Proxy
as soon as possible and recommends that the shares represented by the Proxy be
voted in favor of the matters proposed.
A COPY OF AMSOUTH'S 1993 ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION ACCOMPANIES THIS PROXY STATEMENT, BUT ADDITIONAL COPIES
WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER WHO REQUESTS SUCH REPORT
IN WRITING FROM SALLY B. HAWLEY, AMSOUTH BANCORPORATION, INVESTOR RELATIONS
DEPARTMENT, POST OFFICE BOX 11007, BIRMINGHAM, ALABAMA 35288.
SHAREHOLDER PROPOSALS
In order to be included in the proxy materials for AmSouth's 1995 Annual
Meeting, any proposals of shareholders intended to be presented at that
meeting must be received in written form at AmSouth's executive offices on or
before November 20, 1994.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shares of common stock, $1.00 par value per share, are the only authorized
securities of AmSouth entitled to vote, and each outstanding share is entitled
to one vote. Only holders of record of common stock at the close of business
on March 4, 1994 will be entitled to vote at the Annual Meeting. AmSouth is
currently authorized to issue up to two hundred million (200,000,000) shares
of such common stock. As of March 4, 1994, there were 51,722,454 shares of
common stock of AmSouth issued, outstanding and entitled to vote.
Shareholders who are participants in AmSouth's Dividend Reinvestment and
Common Stock Purchase Plan will find that the enclosed Proxy shows the total
of the number of shares held by them in their own names and those shares,
including fractions of shares, held on their behalf by the agent for the plan.
Signing and returning the enclosed Proxy will allow voting of all shares,
including those held by the agent.
At March 4, 1994 no person was known to the management of AmSouth to be the
beneficial owner of more than 5% of AmSouth's outstanding common stock other
than (i) the "AmSouth Group" (consisting of the Trust Divisions of AmSouth
Bank N.A. and AmSouth Bank of Florida) and (ii) Capital Research and
Management Company (see the following table).
The following tabulation reflects the number of shares of AmSouth common
stock (rounded to the nearest whole number) beneficially owned by (i) the
AmSouth Group, (ii) Capital Research and Management Company, (iii) each
director and nominee for director of AmSouth, (iv) the two most highly
compensated executive officers who are not also directors (listed in the table
under the heading "Certain Executive Officers"), and (v) the directors,
nominees and executive officers of AmSouth as a group.
B. Phil Richardson will retire as a director effective April 21, 1994,
pursuant to the mandatory retirement provisions in the AmSouth Bylaws.
2
<PAGE>
<TABLE>
<CAPTION>
AMSOUTH SHARES BENEFICIALLY OWNED(/1/) AS OF
MARCH 4, 1994+
------------------------------------------------------------------------
SOLE SHARED PERCENT OF TOTAL
PERSON, GROUP OR ENTITY POWER POWER(/2/) AGGREGATE OUTSTANDING
- ----------------------- --------- ---------- --------- ----------------
<S> <C> <C> <C> <C>
AmSouth Group+ 4,616,546(/3/) 840,382(/4/) 5,456,928(/5/)(/6/) 11.64%
(P.O. Box 11426, Bir-
mingham, Alabama)
Capital Research and
Management Company+
(333 South Hope St.,
Los Angeles, CA 90071) 2,350,000(/7/) 2,350,000(/7/) 5.01%
DIRECTORS AND NOMINEES
C. Stanley Bailey 57,076(/8/) 15,111(/9/) 72,187 *
George W. Barber, Jr. 81,958(/1//0/) 27,259(/1//0/) 109,217 *
William D. Biggs 48,410 48,410 *
Barney B. Burks, Jr. 5,002 5,002 *
William J. Cabaniss, Jr. 4,609 16,315(/1//1/) 20,924 *
Joseph M. Farley 9,149 8,988(/1//2/) 18,137 *
M. Miller Gorrie 13,984 1,000 14,984 *
Robert A. Guthans 8,350 8,350 *
Elmer B. Harris 1,957 1,957 *
James I. Harrison, Jr. 4,535 4,535 *
Donald E. Hess 1,131 1,131 *
Hugh B. Jacks 3,557 3,557 *
Ronald L. Kuehn, Jr. 1,415 1,415 *
E. Roberts Leatherbury 1,350 307 1,657 *
Mrs. H. Taylor
Morrissette 9,853 9,853 *
Claude B. Nielsen 693 693 *
Arthur R. Outlaw 10,896(/1//3/) 10,896 *
Z. Cartter Patten, III 82,227(/1//4/) 368,596(/1//5/) 450,823 *
Benjamin F. Payton 1,182 1,182 *
B. Phil Richardson 3,704(/1//6/) 190 3,894 *
C. Dowd Ritter 76,202(/1//7/) 76,202 *
William J. Rushton, III 18,976 6,039(/1//8/) 25,015 *
Herbert A. Sklenar 1,907 1,907 *
W. A. Williamson, Jr. 24,978 18,848 43,826 *
John W. Woods 302,725(/1//9/) 302,725 *
Spencer H. Wright 89,567 89,567 *
CERTAIN EXECUTIVE OFFI-
CERS
A. Fox deFuniak, III 47,585(/2//0/) 390 47,975 *
E.W. Stephenson, Jr. 40,335(/2//1/) 40,335 *
Directors, Nominees and
Executive Officers as a
group (consisting of 29
persons) 985,088(/2//2/) 466,907 1,451,995 2.79%
</TABLE>
- -------
*less than 1 percent
+ Figures for the AmSouth Group and Capital Research and Management Company,
and for shares held by the AmSouth Thrift Plan, are as of December 31, 1993.
3
<PAGE>
NOTES
(1) The number of shares reflected are shares which under applicable
regulations of the Securities and Exchange Commission are deemed to be
beneficially owned. Shares deemed to be beneficially owned under such
regulations include shares as to which, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise,
either voting power or investment power is held or shared. The total
number of shares beneficially owned is divided, where applicable, into
two categories: shares as to which voting/investment power is held
solely, and shares as to which voting/investment power is shared. Unless
otherwise indicated in the following notes, if a beneficial owner is
shown as having sole power, he or she has sole voting and investment
power, and if a beneficial owner is shown as having shared power, he or
she has shared voting and investment power. Some individuals are shown as
beneficial owners of shares held by the AmSouth Stock Fund of the AmSouth
Thrift Plan. The individual has sole voting power, but no direct power of
disposition, over the shares held in the Stock Fund, but can elect to
move monies in and out of the Fund and/or change the amount of his
contributions, thereby affecting his balance in the Fund.
(2) This column may include shares held in the name of, among others, a
spouse, minor children or certain other relatives sharing the same home
as the director, nominee or executive officer, as to all of which
beneficial ownership is disclaimed by the respective director, nominee
and executive officer. In addition, individual directors, nominees and
executive officers may make specific disclaimers of beneficial ownership
in the following notes.
(3) Of these shares, the AmSouth Group has sole voting power as to 4,615,796
shares, sole investment power as to 2,369,510 shares, shared investment
power as to 1,628,248 shares and no voting power as to 750 shares.
(4) Of these shares, the AmSouth Group has shared voting power as to 814,516
shares, no voting power as to 25,866 shares, sole investment power as to
28,820 shares and shared investment power as to 420,737 shares.
(5) Includes 590,094 shares held as Trustee of AmSouth's Thrift Plan at
December 31, 1993. See Note (22) and the information immediately
following the Notes to this Table.
(6) Shares reported as beneficially owned by the AmSouth Group are held in
various fiduciary capacities.
(7) Capital Research and Management Company, a registered investment adviser,
and an operating subsidiary of The Capital Group, Inc., exercises
investment discretion with respect to these shares, which are owned by
various institutional investors, but has no power to direct the voting of
these shares.
(8) Includes 26,100 shares which could be acquired within 60 days pursuant to
stock options and 18,625 shares of restricted stock as to which he has
sole voting power, but no power of disposition.
(9) Mr. Bailey disclaims actual beneficial ownership of these shares, which
are owned by his spouse either in her own name or as custodian for a
minor child.
(10) Mr. Barber expressly disclaims actual beneficial ownership of (a) 69,559
of the shares shown under "Sole Power," which are owned by a foundation
he has established, and (b) all shares shown under "Shared Power," which
are held by trusts for which he is a trustee.
(11) Mr. Cabaniss disclaims actual beneficial ownership of these shares, which
are held by trusts of which he is a trustee.
(12) Includes 6,187 shares held by a foundation of which Mr. Farley is a co-
trustee, as to which Mr. Farley disclaims actual beneficial ownership.
(13) Includes 481 shares owned of record by the Estate of Mayme R. Outlaw and
6,547 shares owned of record by the Estate of G.C. Outlaw, Jr., as to all
of which Mr. Outlaw disclaims actual beneficial ownership.
(14) 59,325 of these shares are held by Patten and Patten, Inc. ("P & P") of
which Mr. Patten is Chairman of the Board, as to which shares Mr. Patten
disclaims actual beneficial ownership. Mr. Patten also disclaims actual
beneficial ownership of the following shares shown under "Sole Power":
2,084 shares, which he holds as custodian for his children and 2,464
shares owned by the P & P Profit Sharing Plan (as to which he has sole
voting power, but shared investment power).
(15) Mr. Patten disclaims actual ownership of these shares, 1,324 of which are
held by his spouse, 6,930 of which are held by a trust of which he is co-
trustee and 360,342 of which are held by P & P.
(16) This number does not include 370,887 shares owned by Alfa Mutual
Insurance Co., 26,934 shares owned by Alfa Mutual General Ins. Co. and
292,173 shares owned by Alfa Mutual Fire Ins. Co. Mr. Richardson is an
officer of these companies, but disclaims actual beneficial ownership of
all shares owned by them.
4
<PAGE>
(17) Includes 33,003 shares which could be acquired within 60 days pursuant to
stock options, 18,625 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 13,569 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(18) Mr. Rushton has the potential power to control these shares (which are
owned by his sons) through powers of attorney, and disclaims actual
beneficial ownership of these shares.
(19) Includes 200,325 shares which could be acquired within 60 days pursuant
to stock options, 20,325 shares of restricted stock as to which he has
sole voting power, but no power of disposition, and 10,786 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(20) Includes 24,903 shares which could be acquired within 60 days pursuant to
stock options, 13,825 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 2,107 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(21) Includes 23,350 shares which could be acquired within 60 days pursuant to
stock options, 11,775 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 1,874 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(22) 29,289 of these shares are held by the AmSouth Stock Fund of the AmSouth
Thrift Plan; 91,950 of these shares are restricted stock as to which the
director, nominee or executive officer has sole voting power but no power
of disposition; and 326,931 of these shares could be acquired within 60
days pursuant to stock options.
Participants in the AmSouth Thrift Plan who have balances in the AmSouth
Stock Fund will be furnished copies of all proxy solicitation materials, and
each participant may direct the plan Trustee how to vote the participant's
proportionate interest in the stock held by the plan. Except with respect to
the election of directors and any proposal for a merger or other
reorganization, the Trustee may, in its discretion, vote shares for which no
directions have been received. With respect to the election of directors and
any proposal for a merger or other reorganization, the Trustee will not vote
shares for which no voting directions are received.
Participants in the Employee Stock Ownership Plan ("ESOP") of the former
Mid-State Federal Savings Bank, which merged into a subsidiary of AmSouth,
will also be furnished copies of proxy solicitation materials.
Each ESOP participant is entitled to direct the voting of the shares of
AmSouth stock allocated to his account. The ESOP trustee votes all shares held
under the ESOP and not yet allocated to participants' accounts. In addition,
if any participant fails to direct the trustee as to the voting of shares
allocated to that participant's account, the trustee votes those shares in the
same manner as the unallocated shares.
As of March 4, 1994, AmSouth held 1,500,000 shares of its common stock as
Treasury shares.
ELECTION OF DIRECTORS
Under AmSouth's Restated Certificate of Incorporation, the Board of
Directors is divided into three classes, with the term of office of each Class
expiring in successive years. The terms of Class III Directors expire at this
Annual Meeting. The terms of Class I Directors and Class II Directors will
expire in 1995 and 1996, respectively. As previously noted, one director will
retire at this Annual Meeting. The Board is recommending the re-election of
the eight current directors of Class III eligible for re-election. Directors
elected at this Annual Meeting will serve three-year terms expiring at the
1997 Annual Meeting of Shareholders or until his respective successor is
elected and qualified, except as provided in the Bylaws. It is intended that
unless "Withhold Authority" is noted as to all or some of the nominees,
proxies in the accompanying form will be voted at the Annual Meeting for the
election to the Board of Directors of the nominees named below for the term
indicated.
If any nominee is not a candidate when the election occurs, it is intended
that the proxies will be voted for the election of the other nominees and may
be voted, unless authorization is withheld, for any substitute nominees
recommended by Management. Management has no reason to believe that any
nominee will be unable or unwilling to serve as a Director if elected.
The names of the nominees and the Directors who will continue to serve
unexpired terms and certain information relating to them, including the
business experience of each during the past five years, follow. Service shown
with AmSouth and its subsidiaries may include service with their predecessor
companies.
5
<PAGE>
NOMINEES FOR TERMS EXPIRING IN 1997
<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS(/1/)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George W. Barber, Jr. 53 1982 Director, AmSouth Chairman of the Board,
Bank N.A. Barber Dairies, Inc.
(processor and distributor
of dairy products)
William J. Cabaniss, Jr. 55 1992* Director, AmSouth President, Precision Protective Life
Bank N.A. Grinding, Inc. (machine Corporation
grinding company) Birmingham Steel
Corporation
Hugh B. Jacks 59 1983 Director, AmSouth President, January 1992 to Acme Cleveland Corp.
Bank N.A. date, Potential Enterprises Provident Life and
(consulting and speaking); Accident Insurance
President, May 1983 to Company of America
November 1991, BellSouth
Services (communications)
Ronald L. Kuehn, Jr. 58 1986 Director, AmSouth Chairman of the Board, Praxair, Inc.
Bank N.A. President and Chief Protective Life
Executive Officer, April Corporation
1986 to date, Sonat Inc. Sonat Inc.
(diversified energy holding Sonat Offshore
company) Drilling, Inc.
Southern Natural Gas
Company
Union Carbide
Corporation
E. Roberts Leatherbury 57 1982 Director, AmSouth Executive Vice President,
Bank N.A. February 1994 to date,
Cooper/T. Smith (stevedoring
and towing company);
Executive Vice President,
1987 to February 1994, Ryan-
Walsh, Inc. (cargo handling
and ship services)
Z. Cartter Patten, III 53 1993 Director, AmSouth Chairman of the Board, Patten and Patten, Inc.
Bank of Tennessee and Patten and Patten, Inc.
AmSouth Bank of (investment advisory firm)
Georgia
Herbert A. Sklenar 62 1984 Director, AmSouth Chairman and Chief Executive Vulcan Materials
Bank N.A. Officer, May 1992 to date, Company
and President and Chief Protective Life
Executive Officer, May 1986 Corporation
to May 1992, all of Vulcan Temple Inland, Inc.
Materials Company
(construction materials and
chemicals)
John W. Woods 62 1972 Chairman, Chief Chairman and Chief Executive Alabama Power
Executive Officer, Officer, 1972 to date, and Company
and President, President, August 1993 to Protective Life
AmSouth; Director, date, all of AmSouth; Corporation
Chairman, Chief Chairman and Chief Executive
Executive Officer and Officer, 1983 to date, and
President, AmSouth President, August 1990 to
Bank N.A.; Director, date, all of AmSouth Bank
AmSouth Mortgage N.A.
Company, Inc.
</TABLE>
*Mr. Cabaniss was formerly a director from 1983 to 1988.
6
<PAGE>
(PHOTO OF (PHOTO OF (PHOTO OF
GEORGE W. BARBER, JR. WILLIAM J. CABANISS, JR. HUGH B. JACKS
APPEARS HERE) APPEARS HERE) APPEARS HERE)
George W. Barber, Jr. William J. Cabaniss, Jr. Hugh B. Jacks
(PHOTO OF (PHOTO OF (PHOTO OF
RONALD L. KUEHN, JR. E. ROBERTS LEATHERBURY Z. CARTTER PATTEN, III
APPEARS HERE) APPEARS HERE) APPEARS HERE)
Ronald L. Kuehn, Jr. E. Roberts Leatherbury Z. Cartter Patten, III
(PHOTO OF (PHOTO OF
HERBERT A. SKELENAR JOHN W. WOODS
APPEARS HERE) APPEARS HERE)
Herbert A. Sklenar John W. Woods
7
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1995
<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS/(1)/
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Barney B. Burks, Jr. 63 1988 Director, AmSouth Partner, Burks Brothers, 1954
Bank of Florida to date (investments);
Consultant to J.C. Bradford &
Co., 1986 to date (brokerage
firm); Chairman of the Board,
July 1988 to August 1993,
AmSouth Bank of Florida;
Partner, Burks Tire & Services,
1993 to date (auto tire and
service facilities)
M. Miller Gorrie 58 1983 Director, AmSouth President and Chief Executive Colonial
Bank N.A. Officer, Brasfield & Gorrie, Properties
Inc., 1967 to date, and Trust
Brasfield & Gorrie General Winston
Contractor, Inc., 1988 to date Furniture Co.
(general contractors)
Donald E. Hess 45 1992 Director, AmSouth President and Chief Executive Parisian, Inc.
Bank N.A. Officer, Parisian, Inc. (chain
of retail specialty stores)
Claude B. Nielsen 43 1993 Director, AmSouth President and Chief Executive Colonial
Bank N.A. Officer, May 1991 to date, Properties
President and Chief Operating Trust
Officer, February 1990 to May
1991, and President, April 1987
to February 1990, all of Coca-
Cola Bottling Company United,
Inc. (soft drink bottler)
Arthur R. Outlaw 67 1974 Vice Chairman of the Board, Morrison
December 1984 to date, Morrison Restaurants,
Restaurants, Inc. (restaurants- Inc.
food supplier); Mayor of
Mobile, Alabama, October 1985
to September 1989
Benjamin F. Payton 61 1983 Director, AmSouth President, Tuskegee University, Morrison
Bank N.A. 1981 to date Restaurants,
Inc.
Praxair, Inc.
The ITT
Corporation
The Liberty
Corporation
The Sheraton
Corporation
Sonat Inc.
C. Dowd Ritter 46 1993 Vice Chairman and a Vice Chairman of AmSouth and
Director of AmSouth AmSouth Bank N.A., July 1993 to
and AmSouth Bank date; Senior Executive Vice
N.A.; Director, President of AmSouth and Senior
AmSouth Bank of Executive Vice President and
Georgia, AmSouth General Banking Group Head of
Mortgage Company, AmSouth Bank N.A., May 1991 to
Inc. and AmSouth July 1993; Senior Executive
Investment Services, Vice President, Trust Officer
Inc. and Trust and Financial
Services Group Head of AmSouth
Bank N.A., August 1988 to May
1991
William J. Rushton, III 65 1979 Director, AmSouth Chairman of the Board, May 1992 Alabama Power
Bank N.A. to date, and Chairman of the Company
Board and Chief Executive Protective Life
Officer, 1982 to May 1992, all Corporation
of Protective Life Corporation The Southern
(insurance holding company) Company
W. A. Williamson, Jr. 58 1983 Director, AmSouth Partner, Kowaliga Capital, Genesco
Bank N.A. Inc., February 1994 to date
(investment company); Chairman
and Chief Executive Officer,
1981 to 1992, Durr Fillauer
Medical, Inc. (supplier of
drugs and other medical
products)
</TABLE>
8
<PAGE>
(PHOTO OF (PHOTO OF (PHOTO OF
BARNEY B. BURKS, JR. M. MILLER GORRIE DONALD E. HESS
APPEARS HERE) APPEARS HERE) APPEARS HERE)
Barney B. Burks, Jr. M. Miller Gorrie Donald E. Hess
(PHOTO OF (PHOTO OF (PHOTO OF
CLAUDE B. NIELSEN ARTHUR R. OUTLAW BENJAMIN F. PAYTON
APPEARS HERE) APPEARS HERE) APPEARS HERE)
Claude B. Nielsen Arthur R. Outlaw Benjamin F. Payton
(PHOTO OF (PHOTO OF (PHOTO OF
C. DOWD RITTER WILLIAM J. RUSHTON, III W.A. WILLIAMSON, JR.
APPEARS HERE) APPEARS HERE) APPEARS HERE)
C. Dowd Ritter William J. Rushton, III W.A. Williamson, Jr.
9
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS(/1/)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C. Stanley Bailey 44 1993 Vice Chairman and a Vice Chairman of AmSouth and
Director of AmSouth AmSouth Bank N.A., July 1993
and AmSouth Bank to date; Senior Executive
N.A.; Director, Vice President and Chief
AmSouth Bank of Financial Officer of AmSouth
Georgia, AmSouth and Senior Executive Vice
Mortgage Company, President and Chief
Inc., AmSouth Realty, Financial Officer and
Inc. and Alabanc Financial Management Group
Properties, Inc. Head of AmSouth Bank N.A.,
June 1990 to July 1993;
Senior Executive Vice
President of AmSouth and
Senior Executive Vice
President and Operations and
Administration Group Head of
AmSouth Bank N.A., August
1988 to June 1990
William D. Biggs 55 1990* Director, AmSouth Real estate development and
Bank N.A. investments
Joseph M. Farley 66 1972 Of Counsel, Balch & Bingham Torchmark
(Law Firm), November 1992 to Corporation
date; Chairman of the Board,
June 1992 to October 1992,
Chairman and Chief Executive
Officer, April 1991 to May
1992, and President and
Chief Executive Officer,
January 1991 to April 1991,
all of Southern Nuclear
Company (public utility);
Executive Vice President and
Corporate Counsel, July 1991
to October 1992, and
Executive Vice President-
Nuclear, March 1989 to
December 1990, The Southern
Company (public utility);
President and Director,
April 1969 through February
1989, Alabama Power Company
(public utility)
Robert A. Guthans 64 1991 Director, AmSouth President and Chief
Bank N.A. Executive Officer, 1973 to
date, Midstream Fuel
Service, Inc., Petroleum
Energy Products Co. and
Tenn-Tom Towing Co. (fueling
and towing services)
Elmer B. Harris 54 1989 Director, AmSouth President and Chief The Southern
Bank N.A. Executive Officer, March Company Alabama
1989 to date, Alabama Power Power Company
Company (public utility); Southern
Senior Executive Vice Electric
President, 1986 to February Generating
1989, Georgia Power Company Company
(public utility) Southern Company
Services, Inc.
Southern Nuclear
Company
James I. Harrison, Jr. 61 1988 Director, AmSouth President, Harco Drug, Inc.
Bank N.A. (retail drug store chain)
</TABLE>
* Mr. Biggs was formerly a director from 1977 to 1988.
10
<PAGE>
(PHOTO) (PHOTO) (PHOTO)
C. Stanley Bailey William D. Biggs Joseph M. Farley
(PHOTO) (PHOTO) (PHOTO)
Robert A. Guthans Elmer B. Harris James I. Harrison, Jr.
11
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS(/1/)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mrs. H. Taylor 60 1992 Director, AmSouth President, 1990 to date, HTM
Morrissette Bank N.A. Investment & Development,
Inc. (personal investment
company)
Spencer H. Wright 69 1993 Chairman of the Board Chairman of the Board of
and Director, AmSouth AmSouth Bank of Tennessee,
Bank of Tennessee February 1993 to date;
Chairman of the Board,
President and Chief
Executive Officer, First
Chattanooga Financial
Corporation and First
Federal Bank, FSB, 1987 to
February 1993; Chairman of
the Board and President of
Spencer Wright Industries,
Inc. (manufacturer of
tufting machinery and other
textile equipment and parts)
</TABLE>
12
<PAGE>
(PHOTO) (PHOTO)
Mrs. H. Taylor MorrissetteSpencer H. Wright
13
<PAGE>
NOTES:
1. These are directorships with corporations subject to the registration or
reporting requirements of the Securities Exchange Act of 1934 or
registered under the Investment Company Act of 1940.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF
DIRECTORS AS SET FORTH IN THIS PROXY STATEMENT.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The full Board of Directors met 13 times during 1993. To assist it in
carrying out its work, the Board of Directors has several standing committees.
These include the Audit Committee, the Compensation Committee and the
Nominating Committee. Information about these committees follows.
The Audit Committee has a membership consisting of seven non-officer
directors. The Chairman is Director Leatherbury, and the other current members
are Directors Barber, Burks, Guthans, Hess, Patten and Williamson. Management
representatives meeting with the Committee included Directors Woods, Bailey
and Ritter. Management representatives met with the Audit Committee during
part, but not all, of each meeting of the Committee, as did representatives of
AmSouth's Audit Department and Credit Administration and Loan Review
Department and representatives of AmSouth's independent auditors. This
Committee is charged by the Board of Directors with several major functions:
to audit and examine the condition of the corporation; to review all reports
of audits of the corporation and its subsidiaries and affiliates; to ensure
proper asset quality of the corporation; and to monitor compliance with
various laws and regulations. The Audit Department is under the direct
supervision of the Audit Committee. In performing these functions, the
Committee met four times during 1993.
The Compensation Committee is currently composed of seven non-officer
directors. Director Farley serves as Chairman, and other members of the
Committee are Directors Biggs, Cabaniss, Harris, Kuehn, Jacks and Sklenar. The
Compensation Committee is responsible for all compensation and staff benefit
plans of the corporation, and it evaluates and approves compensation for
executive officers. It reviews summaries of current compensation paid all
other officers and periodically reports changes in the compensation plans for
all officers and employees to the Board of Directors. It receives and reviews
such reports of compensation and benefit plan administration from the
corporation's management as it may require. The Committee met four times
during 1993.
The Nominating Committee is currently composed of seven non-officer
directors. Director Gorrie, as Chairman, serves with Directors Harrison,
Jacks, Morrissette, Nielsen, Payton and Wright. In addition to reviewing
potential nominees and recommending new directors, the Nominating Committee is
charged with reviewing the structure of the Board and its operation and
recommending changes where appropriate. Further, the Committee reviews and
recommends appropriate changes in Board compensation and Board retirement
policies. No formal procedure whereby individual shareholders can submit
recommendations of persons to be considered for nomination as a director of
AmSouth has been instituted. However, the Committee would consider any such
recommendations made to it in writing on a timely basis. The Committee met one
time during 1993.
In addition to the committees discussed above, the Board may from time to
time establish special purpose committees. There is also an Executive
Committee which normally meets once a month and performs functions of the full
Board when the Board is not in session. Prior to February 1994, the membership
of the Committee rotated on a prescribed basis, and Directors Woods, Bailey
and Ritter were ex officio members of the Committee. At the February 1994
AmSouth Board Meeting, Messrs. Biggs, Farley, Harris, Jacks, Kuehn and Sklenar
were designated as members of the Committee, with Mr. Woods as an ex officio
member and Chairman. The Committee met 12 times during 1993.
DIRECTOR ATTENDANCE; FILINGS
During 1993, all incumbent directors of AmSouth, other than George W. Barber,
Jr., Donald E. Hess, Claude B. Nielsen and Benjamin F. Payton attended at
least 75% of the total number of meetings of the Board of Directors and
meetings of committees of which they were members. AmSouth believes that
attendance at meetings is only one means by which directors may contribute to
the effective management of AmSouth and that the contributions of all
directors have been substantial and are highly valued.
During 1993 the following directors and executive officer of AmSouth filed
late reports required by Section 16(a) of the Securities Exchange Act of 1934:
M. Miller Gorrie, a director, filed one late report covering one transaction;
the Longview Trust, of which director Z. Cartter Patten, III is a trustee,
filed one late report on Form 3; and Alfred W. Swan, Jr., an executive
officer, filed one late report covering one transaction. In making this
disclosure AmSouth has relied on written representations of its directors and
executive officers and copies of the reports that have been filed.
CERTAIN TRANSACTIONS
Certain directors and executive officers of AmSouth and its subsidiaries, and
certain associates and members of the immediate families of these individuals,
were customers of,
14
<PAGE>
and had loan transactions with, AmSouth's subsidiaries in the ordinary course
of business during 1993. In addition, certain of the foregoing are or have
been executive officers or 10% or more stockholders in corporations, or
members of partnerships, which are customers of such subsidiaries and which
have had loan transactions with the subsidiaries in the ordinary course of
business. In the opinion of the management of each of the respective
subsidiaries, all such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and corporations and did not
involve more than the normal risk of collectibility or present other
unfavorable features. Transactions of a similar nature will, in all
probability, occur in the future in the ordinary course of business.
Director M. Miller Gorrie is President and Chief Executive Officer and a
substantial shareholder of Brasfield & Gorrie, Inc. ("Brasfield"). During
1993, AmSouth entered into a construction contract with Brasfield with an
approximate total value of $64,000,000. From January 1, 1993 through February
28, 1994, AmSouth made payments to Brasfield of $3,693,210 pursuant to that
contract.
Certain other transactions involving directors of AmSouth are disclosed below
in the section entitled "Information with Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions."
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides summary information concerning compensation paid
by AmSouth and its subsidiaries to its Chief Executive Officer, each of the
four other most highly compensated executive officers of AmSouth at December
31, 1993 and William A. Powell, Jr., who retired in August 1993, but whose
compensation would place him among the five most highly compensated executive
officers (hereafter referred to as the "named executive officers") for the
fiscal years ended December 31, 1993, 1992 and 1991, except that the "Other
Annual Compensation" and "All Other Compensation" columns are only required to
include amounts earned for the fiscal years ended December 31, 1993 and 1992.
The "All Other Compensation" column includes such amounts. No amounts were
required to be disclosed in the "Other Annual Compensation" column under
applicable rules.
15
<PAGE>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- -------------------------------------
AWARDS PAYOUTS
-------------------------- ----------
SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS/ LTIP COPMPENSA-
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARD(S) ($)(1) SAR'S (#) PAYOUTS($) TION($)(3)
------------------ ---- ---------- --------- ---------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JOHN W. WOODS 1993 $595,000 $327,250 There is no $203,190.63 18,000 $ 29,295
Chairman, President, & 1992 $545,000 $245,250 compensation 166,287.50 18,825 (2) Not $ 29,123
Chief Executive Officer 1991 $515,000 $283,251 required to be 45,000 Applicable
of AmSouth & AmSouth disclosed in
Bank N.A. this column.
C. STANLEY BAILEY 1993 $266,667(4) $133,333 117,012.50 4,500 $ 11,648
Vice Chairman, AmSouth 1992 $210,000 $ 84,000 42,400.00 4,800 $ 12,400
& AmSouth Bank N.A. 1991 $186,750 $ 82,170 161,280.00 9,750
C. DOWD RITTER 1993 $266,667(4) $133,333 117,012.50 4,500 $ 13,566
Vice Chairman, AmSouth 1992 $210,000 $ 84,000 42,400.00 4,800 $ 12,920
& AmSouth Bank N.A. 1991 $188,625 $ 82,995 161,280.00 9,750
WILLIAM A. POWELL, JR. 1993 $211,335 $ 95,101 11,000 $124,548
President, AmSouth 1992 $330,000 $132,000 98,050.00 11,100 $ 22,225
and Vice Chairman, 1991 $308,000 $169,401 24,000
AmSouth Bank N.A.
Retired in 1993
A. FOX DEFUNIAK, III 1993 $217,000 $ 75,950 52,971.88 4,500 $ 11,122
Senior Executive Vice 1992 $200,000 $ 62,000 42,400.00 4,800 $ 11,240
President, Birmingham 1991 $177,500 $ 78,100 161,280.00 9,750
Banking Group,
AmSouth Bank N.A.
E. W. STEPHENSON, JR. 1993 $177,833 $ 71,133 52,971.88 3,400 $ 9,256
Senior Executive Vice 1992 $150,000 $ 45,000 27,825.00 3,150 $ 8,560
President, AmSouth 1991 $140,000 $ 52,488 107,520.00 6,750
and Chairman & Chief
Executive Officer,
AmSouth Bank of Florida
</TABLE>
- --------------------------------------------------------------------------------
(1) Amount is based on market value (2) No performance share or unit plan
on date of grant. Dividends are currently exists. See Footnote
paid on all restricted shares. (1), however, for a discussion of
The size of the grants was the performance factors on which
determined by comparison of the 1993 grant of restricted stock
AmSouth's Return on Average was based.
Assets, Return on Average Equity (3) These amounts reflect Company
and Total Shareholder Return to Matching contributions to the
that of a group of peer banks AmSouth Thrift Plan and Prior
during 1990, 1991, and 1992. Profit Sharing Plan payout, and in
AmSouth's performance was at the the case of Mr. Powell, include
median of the peer group, amounts payable at retirement,
generating a market average including $50,000 in consulting
award. fees paid in 1993. An additional
$50,000 in such fees are payable
The following table provides infor- in 1994.
mation about restricted shares unre-
leased as of 12/31/93.
<TABLE>
<CAPTION>
AGGREGATE # OF VALUE BASED ON YEAR END
NAME RESTRICTED SHARES HELD STOCK PRICE OF $31.25
- ---------- ---------------------- -----------------------
<S> <C> <C>
Woods 12,700 $396,875.00
Bailey 14,300 $446,875.00
Ritter 14,300 $446,875.00
Powell 0(5) $ 0.00
deFuniak 12,275 $383,593.75
Stephenson 8,725 $272,656.25
</TABLE>
<TABLE>
<CAPTION>
None of the restricted awards listed
in the Summary Compensation Table or
in the Footnote Table above have a
vesting schedule of less than three
years.
NAME COMPANY MATCH THRIFT PRIOR PROFIT SHARING PLAN
- ---------------- -------------------- -------------------------
<S> <C> <C>
Woods $5,895 $23,400
Bailey $4,498 $ 7,150
Ritter $5,896 $ 7,670
Powell $5,031 $ 8,152
deFuniak $4,882 $ 6,240
Stephenson $4,446 $ 4,810
</TABLE>
(4) Base salary increases for the two (5) No shares were held at year-end;
Vice Chairmen include increases however, early vesting of 3700
granted at the time of their shares occurred upon retirement.
promotion in August, 1993.
16
<PAGE>
STOCK OPTIONS
The following table contains information regarding the grant of stock
options during 1993 to the named executive officers under AmSouth's 1989 Long
Term Incentive Compensation Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR*
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------------------------ ----------------------
# OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EMPLOYEES EXERCISE OR EXPIRATION
NAME GRANTED(#) IN FISCAL YEAR BASE PRICE ($/SH) DATE 5%($) 10%($)
- ---------------------- --------------- -------------------- ----------------- ----------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
John W. Woods 18,000 9.4% $29.75 February 23, 2003 $ 336,780 $853,380
C. Stanley Bailey 4,500 2.3% $29.75 February 23, 2003 $ 84,195 $213,345
C. Dowd Ritter 4,500 2.3% $29.75 February 23, 2003 $ 84,195 $213,345
William A. Powell, Jr. 11,000 5.7% $29.75 February 23, 2003 $ 205,810 $521,510
A. Fox deFuniak, III 4,500 2.3% $29.75 February 23, 2003 $ 84,195 $213,345
E. W. Stephenson, Jr. 3,400 1.8% $29.75 February 23, 2003 $ 63,614 $161,194
</TABLE>
*The stock options became exercisable on February 23, 1994 (one year after
date of grant) although vesting is accelerated upon death, disability or a
change in control of AmSouth. The exercise price is equal to the closing price
of AmSouth common stock on the New York Stock Exchange on the date of grant.
OPTION EXERCISES AND HOLDINGS
The following table provides information concerning the exercise of stock
options during 1993 by the named executive officers and the unexercised stock
options held by them at December 31, 1993.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY-END(#) OPTIONS/SARS AT FY-END($)
------------------------- ---------------------------------
SHARES ACQUIRED VALUE REALIZED*
NAME ON EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE*
- ---------------------- --------------- --------------- ------------------------- ---------------------------------
<S> <C> <C> <C> <C>
John W. Woods 0 $0.00 182,325 $2,468,718.75
18,000 $27,000.00
C. Stanley Bailey 0 $0.00 21,600 $265,847.01
4,500 $6,750.00
C. Dowd Ritter 0 $0.00 28,503 $369,392.01
4,500 $6,750.00
William A. Powell, Jr. 48,000 $658,050.02 14,966 $46,261.75
0 $0.00
A. Fox deFuniak, III 0 $0.00 20,403 $247,892.01
4,500 $6,750.00
E. W. Stephenson, Jr. 0 $0.00 19,950 $260,392.50
3,400 $5,100.00
</TABLE>
*Market value of underlying securities at exercise or year-end, as applicable,
minus the exercise price.
17
<PAGE>
RETIREMENT PLAN
The following table shows the estimated annual benefits payable at normal
retirement age (age 65) under AmSouth's qualified defined benefit Retirement
Plan, as well as under
nonqualified supplemental plans that provide benefits that would otherwise be
denied participants because of Internal Revenue Code limitations on qualified
plan benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 7,320 $ 11,214 $ 15,264 $ 19,314 $ 23,364 $ 23,364
100,000 16,320 24,714 33,264 41,814 50,364 50,364
150,000 25,320 38,214 51,264 64,314 77,364 77,364
200,000 34,320 51,714 69,264 86,814 104,364 104,364
250,000 43,320 65,214 87,264 109,314 131,364 131,364
300,000 52,320 78,714 105,264 131,814 158,364 158,364
350,000 61,320 92,214 123,264 154,314 185,364 185,364
400,000 70,320 105,714 141,264 176,814 212,364 212,364
450,000 79,320 119,214 159,264 199,314 239,364 239,364
500,000 88,320 132,714 177,264 221,814 266,364 266,364
550,000 97,320 146,214 195,264 244,314 293,364 293,364
600,000 106,320 159,714 213,264 266,814 320,364 320,364
650,000 115,320 173,214 231,264 289,314 347,364 347,364
700,000 124,320 186,714 249,264 311,814 374,364 374,364
750,000 133,320 200,214 267,264 334,314 401,364 401,364
</TABLE>
The benefits shown are not subject to any deduction for Social Security
benefits or other offset amounts.
The compensation covered by the plan is the base salary of the employee. The
amount of the retirement benefit is determined by the length of the retiree's
credited service under the plan and the average base salary of the retiree for
the 60 consecutive highest compensated months out of the 120 months preceding
retirement. The full years of credited service and covered compensation in
1993 under the plan for the named executive officers are as follows: Mr.
Woods: 23 years ($595,000); Mr. Powell: 37 years ($211,335); Mr. Bailey: 19
years ($266,667); Mr. Ritter: 21 years ($266,267); Mr. deFuniak: 30 years
($217,000); and Mr. Stephenson: 18 years ($177,833). For purposes of
calculating the benefit provided under the plan, credited service in excess of
30 years is disregarded. Benefits shown are computed as a straight life
annuity beginning at age 65.
COMPENSATION OF DIRECTORS
Directors of AmSouth other than Mr. Woods, Mr. Bailey and Mr. Ritter are paid
a fee of $4,000 at the end of each calendar quarter during which the director
has served. In addition, each such director is paid a fee of $800 for each
meeting of the Board and each committee meeting which the director attends.
Effective in March 1994, the fee for attending Board meetings will be
increased to $1,500. The committee meeting fee remains unchanged. Individual
directors may, at their option, elect to defer the receipt of directors' fees
and the deferred amounts earn interest at market rates until paid.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
AmSouth has no employment contracts with any of the named executive officers.
AmSouth has entered into agreements providing for compensation of certain
executives, including the named executive officers (other than Mr. Powell, who
has retired) under certain circumstances after a change in control
(hereinafter referred to in this section as "the Agreements"). A "Change in
Control" is defined as (1) a merger, consolidation or other corporate
reorganization of AmSouth in which AmSouth does not survive, (2) disposition
by AmSouth of a bank subsidiary or any successor then employing the executive,
(3) the beneficial ownership of one person or a related group of persons of as
much as 20% of the outstanding voting stock of AmSouth unless acquired with
the approval of AmSouth's Board of Directors, or (4) as may otherwise be
defined by the Board of Directors from time to time.
The Agreements provide that if employment is terminated within three years
following a Change in Control for reasons other than for "cause," the
executive is entitled to receive a
18
<PAGE>
cash payment in an amount equal to a specified multiple of the sum of the
executive's base salary plus one-half of his maximum bonus under AmSouth's
Executive Incentive Plan, as in effect at the time of the Change in Control.
For Mr. Woods, Mr. Bailey and Mr. Ritter the multiple is 3.0 and for Mr.
deFuniak and Mr. Stephenson the multiple is 2.5. The Agreements also provide
that no payments will be made that exceed specified Internal Revenue Code
limits that currently approximate three times the average of the executive's
compensation for the prior five years. In addition, the Agreements accelerate
benefits receivable under certain AmSouth plans, including the Long Term
Incentive Compensation Plan and the 1989 Long Term Incentive Compensation
Plan, and provide for insurance coverage of the executive and other benefits.
The executive is also entitled to such payments and benefits if the executive
terminates his employment due to a reduction in salary or responsibilities,
assignment of duties inconsistent with the executive's position, a transfer or
increase in travel requirements, or a good faith determination by the
executive that effective discharge of his responsibilities is no longer
possible due to a Change in Control.
The purpose of the Agreements is to enable AmSouth to rely upon key
executives to continue in their positions in the event of a proposed Change in
Control, and to allow AmSouth the continued availability of the advice of key
executives as to the best interests of the shareholders without concern that
the executive might be distracted by the personal uncertainties and risks
created by a Change in Control threat. The Agreements will automatically renew
for successive one-year terms unless the executive is given written
notification 180 days prior to a January 31 expiration date, in which case the
Agreements will be terminated on the January 31 next following such
notification. These Agreements do not constitute employment contracts and they
apply only in circumstances following a Change in Control.
INFORMATION WITH RESPECT TO COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The following directors served as members of the Compensation Committee of
AmSouth's Board of Directors at some time during 1993: William D. Biggs,
William J. Cabaniss, Jr., Joseph M. Farley, Elmer B. Harris, James I.
Harrison, Jr., Ronald L. Kuehn, Jr., Hugh B. Jacks, William J. Rushton, III
and Herbert A. Sklenar.
The following information concerns directors who were members of the
Compensation Committee of AmSouth's Board of Directors during 1993:
(a) Mr. William J. Rushton, III is Chairman of the Board of Protective Life
Corporation ("Protective Life"). During 1993 AmSouth and its subsidiaries paid
premiums, fees and deposits for various insurance of $4,353,541 to Protective
Life and its subsidiaries, and Protective Life and its subsidiaries paid
$3,719,417 to AmSouth and its subsidiaries in commissions, interest, mortgage
loan service fees and other charges.
(b) Mr. James I. Harrison, Jr. is President and a substantial shareholder of
Harco Drug, Inc. AmSouth Bank N.A. has subleased space from Harco Drug, Inc.,
for two branch locations with annual rental payments and remaining terms
respectively of $26,400 and two years and $26,000 and eight years.
(c) Mr. Ronald L. Kuehn, Jr. is Chairman of the Board, President and Chief
Executive Officer of Sonat, Inc. ("Sonat"). The main office of AmSouth Bank
N.A. is owned by a joint venture between the Bank and Sonat, both of which are
tenants in the building with annual rental payments of approximately
$3,053,461 and $3,365,163, respectively, and having remaining terms of three
years.
During 1993, Mr. John W. Woods, Chairman of the Board, President and Chief
Executive Officer of AmSouth, served as a member of the Boards of Directors of
Alabama Power Company and Protective Life Corporation, and on the Compensation
Committee of Protective Life Corporation. During 1993, Mr. William J. Rushton,
III, Chairman of the Board of Protective Life Corporation, and Mr. Elmer B.
Harris, President and Chief Executive Officer of Alabama Power Company, served
as members of AmSouth's Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION AND OVERALL PHILOSOPHY
The Compensation Committee (the "Committee") of AmSouth's Board of Directors
is composed of seven non-officer directors. The Committee is generally
responsible for all of AmSouth's compensation and benefit plans, and is
specifically responsible for evaluating and approving compensation plans, and
payments and awards under those plans, for AmSouth's most senior executives,
including the named executive officers. During 1993, the Committee held four
meetings.
In discharging this responsibility, the Committee has, for a number of years,
used the services of compensation consultants as a resource. Compensation
consultants have also been utilized in the process of developing the current
AmSouth incentive and benefit plans.
The following comments are applicable to executive officers of AmSouth,
including the Chief Executive Officer and the named executive officers.
EXECUTIVE COMPENSATION POLICIES
AmSouth's executive compensation programs have as their
19
<PAGE>
stated purpose to attract, reward, retain and motivate the strong leadership
necessary to achieve, over time, a superior financial performance. There are
three major components to the program: base salary, short-term incentives and
long-term incentives.
Base salary provides the foundation for executive pay; its purpose is to
compensate the executive for performing his or her basic duties. The purpose
of the short-term incentive plan is to provide rewards for favorable short-
term performance. The purpose of the long-term incentive program is to provide
incentives and rewards for longer-term performance, and to motivate long-term
thinking.
The Committee believes that AmSouth's executive compensation program
motivates executives to perform in a superior manner and rewards them
appropriately for the actual level of success achieved by the Company.
AmSouth's goal for executive compensation is to provide total compensation
opportunities based on the average practice of a group of Peer Banks. Those
opportunities are designed such that AmSouth performance that is higher or
lower than the Peer Banks generates compensation higher or lower than the Peer
Banks. AmSouth considers the entire pay package when setting each portion of
pay.
The Peer Bank group includes all U.S. commercial banks with total assets
ranging from one-half to twice AmSouth's asset size. The Committee has
concluded that this is the best comparison group for AmSouth, both for
purposes of establishing competitive levels of compensation, and to compare
relative performance. It reflects companies within the banking industry at an
appropriate size relative to AmSouth, includes all companies within the
parameters stated and is large enough to provide a valid comparison both for
compensation and for performance.
The companies chosen for the Peer Bank group used for compensation purposes
generally are not the same companies which comprise the published industry
index in the Performance Graph included in this proxy statement. The Committee
believes that AmSouth's most direct competitors for executive talent are not
necessarily the same as the companies that would be included in the published
industry index established for comparing shareholder returns.
BASE SALARY
AmSouth's salary ranges are set such that their midpoints are at the average
of the Peer Banks, as those banks are represented in various salary surveys to
which AmSouth has access. The Committee believes this strikes an appropriate
balance between managing AmSouth's fixed costs and retaining a competent,
cohesive and effective management team.
Progress within a particular executive's salary range, and thus annual base
salary increases, are determined based on (a) projected base salary increases
in the banking industry in general, and (b) the individual's experience,
tenure and individual performance each year. This determination has both
objective and subjective elements, but does not lend itself to formulas or
weightings. Individual executive base salaries may be above or below the
average of the Peer Banks based on these factors.
Base salary adjustments for all executive officers are approved by the
Committee. Comments regarding individual base salary increases during 1993 for
the named executive officers can be found in footnotes to the Summary
Compensation Table.
SHORT-TERM INCENTIVE PLAN
AmSouth's short-term incentive plan, the Executive Incentive Plan, is
designed to provide rewards to participants on an annual basis based primarily
on corporate performance, and secondarily on individual performance. The cash
bonus opportunities provided by the Executive Incentive Plan are designed to
be at the average of the Peer Banks as represented in available surveys. That
is, the target opportunity is average; higher or lower performance than
average then yields higher or lower payouts than the average.
AmSouth's corporate performance level is determined by comparison to the Peer
Banks. AmSouth's percentile ranking among the Peer Banks is determined based
on two objective measurement factors: Return on Average Equity (ROAE) and
Return on Average Assets (ROAA) (weighted equally). The Committee believes
that these two measures, compared to peers, do the best job of measuring
AmSouth's financial success on a single-year basis.
Individual awards are determined by a plan provision that specifies the
percentage of the executive's base salary to be awarded for specified peer
group percentile rankings. Awards under the plan may range from (a) 0-90% of
the base salary of an officer who is also a director of AmSouth, (b) 0-72% of
the base salary of Senior Executive Vice Presidents or Group Heads, and (c) 0-
62% of the base salary of other plan participants.
No payouts are allowed if AmSouth's performance is below the 35th percentile,
or if the net earnings of AmSouth for a Plan Year do not exceed two times the
cash dividends declared by AmSouth in that Plan Year. Performance at the
median of the designated peer group will provide a payout of 45%, 35% and 30%
of base salary for each of the groups described in the immediately preceding
paragraph, respectively. These payout levels are designed to be at the median
of the Peer Banks. Payouts may range above or below these levels if
performance is above or below the median of the Peer Banks.
Actual payouts for a particular executive may be decreased to zero, or
increased by up to two performance categories (but not above the maximums
stated above), based on the Committee's assessment of the personal performance
of the executive, and such adjustments are discretionary on the part of the
Committee.
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The Committee retains the power to change the Executive Incentive Plan formula
as and if necessary. Any such changes would be prospective only, however.
The Committee believes that the Executive Incentive Plan structure pays for
performance, focusing primarily on corporate performance and thus fostering
teamwork, and rewards for management skill in the same economic and interest
rate environment as other banks. These are goals the Committee believes are
important in developing plans that benefit AmSouth.
During 1993, AmSouth's ROAE and ROAA performance led to payouts equal to 100%
of target.
LONG-TERM INCENTIVE PLAN
The overall purpose of AmSouth's 1989 Long Term Incentive Compensation Plan
(the "LTIP") is to promote the long-term success of AmSouth and its
subsidiaries. The LTIP accomplishes this by providing financial incentives to
key employees who are in positions to make significant contributions toward
such success. The LTIP is a key component of executive compensation, and two
types of long-term incentives were utilized under it in 1993: stock options and
performance-based restricted stock grants.
The LTIP is designed to attract individuals of outstanding ability and to
encourage key employees to acquire a proprietary interest in AmSouth, to
continue employment with AmSouth and to render superior performance during such
employment. The Committee believes the program meets those objectives.
As noted below, the LTIP links executives interests directly to the interests
of shareholders in two ways: (a) the greater the increase in stock value, the
greater the reward to the executive under both types of incentives, and (b) the
number of shares of restricted stock granted increases as AmSouth's long-term
performance against the Peer Banks increases.
AmSouth develops its grant sizes for stock options and restricted stock first
by determining the average of the long-term incentive opportunities provided to
similar positions at the Peer Banks. This calculation is made with the help of
outside consultants. Market data on the Peer Banks is limited to that available
in surveys to which AmSouth has access.
Then, the Committee delivers one-half that value in the form of stock options
and one-half in the form of a target restricted stock opportunity that is based
on AmSouth's performance against the Peer Banks. (The actual restricted stock
award may differ from target based on performance, as discussed below.) The
Committee believes this strikes an appropriate balance between incentives for
future performance and rewards for past performance. The Committee does not
consider prior option or restricted stock grants in making new grants.
STOCK OPTIONS
Stock options are granted for two primary reasons. First, the Committee
believes that they align executive pay with shareholders interests, since no
rewards are realized unless the stock value increases. Second, they are the
most prevalent type of long-term incentive at the Peer Banks and the issuance
of options causes AmSouth to be competitive in that respect.
The options to purchase AmSouth stock that were granted in 1993 were issued at
100% of the fair market value of AmSouth common stock on the date of the grant,
generally become exercisable on February 23, 1994 (one year after date of
grant) and expire 10 years after the date of grant.
PERFORMANCE-BASED RESTRICTED STOCK
Restricted stock grants made in 1993 were dependent on the average percentile
of AmSouth's prior three-year ROAE, ROAA and Total Shareholder Return (TSR)
(weighted equally) against the Peer Banks. A formula was developed that
provides a particular grant size for each percentile level of performance. The
higher the performance, the larger the grant size. Grant sizes can range from
zero to 200% of an average market grant.
For the three years ending with 1992, AmSouth's combined ROAE, ROAA and TSR
performance was at the 54.8th percentile of the Peer Banks. This resulted in a
restricted stock grant at 100% of the targeted Peer Bank average.
Restricted stock issued in 1993 will be held by the company for three years
before it is released to the executive. Executives receive dividends on their
shares and experience the impact of stock price decreases and the rewards of
stock price increases throughout the restriction period. Thus, executives are
encouraged to think in ways that promote corporate performance and benefit
stockholders. These shares also serve as a positive incentive to encourage key
officers to remain with the company, since the stock is forfeited if the
executive leaves prior to the end of the restriction period.
POLICY REGARDING $1 MILLION DEDUCTION LIMIT
With respect to the $1 million deduction limit on executive pay, the Committee
plans to consider it with great care and to review all situations in which
AmSouth might lose deductions. Because the law was passed after certain AmSouth
plans were designed and grants made, however, and because some of these plans
and grants are not grandfathered under the rules, the Committee cannot assure
that AmSouth will not lose some deductions, particularly for grants made during
1993 through 1995. It believes any such lost deductions will be immaterial to
the financial condition and performance of AmSouth, however.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee gives special attention to determining appropriate pay for the
Chief Executive Officer, Mr. John W. Woods, and works closely with an outside
compensation consultant in this regard. Following are comments on Mr. Woods'
1993 compensation:
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BASE SALARY
Base salary of $595,000 in 1993 is above midpoint, but below the maximum
salary range. This is due to Mr. Woods' long tenure as CEO of AmSouth (over 20
years) and the Committee's and Board's assessment of Mr. Woods' and AmSouth's
performance during that time.
EXECUTIVE INCENTIVE PLAN
The Executive Incentive Plan Award for 1993 was $327,250, or 55% of base
salary. This was determined under the terms of the Executive Incentive Plan by
AmSouth's corporate performance compared to the Peer Banks using the plan
procedures described above. Performance was at the median of the Peer Bank
group. Mr. Woods' target payout under the plan is 45% of base salary. The
Committee increased Mr. Woods' payment by two performance categories as
allowed by the Plan, based on its assessment of Mr. Woods' performance.
LTIP
Stock options for 18,000 shares and 6,425 shares of restricted stock were
granted to Mr. Woods by the Committee in 1993 based on the procedures detailed
above for all executive officers.
MISCELLANEOUS
"All Other Compensation," as disclosed in the Summary Compensation Table
consists of payments made by reason of AmSouth's prior Profit Sharing Plan and
AmSouth's matching contribution to Mr. Woods' account under the existing
AmSouth Thrift Plan.
CONCLUSION
The Committee believes that under the AmSouth compensation package, executive
officers' compensation has been commensurate with AmSouth's financial
performance and total value received by its shareholders. The Committee
continually reviews the programs and will modify them as needed to continue to
meet AmSouth's business and compensation objectives with the ultimate goal of
maximizing long-term shareholder value.
Submitted by the Compensation Committee of the AmSouth Bancorporation Board
of Directors:
William D. Biggs (Vice Chairman)
William J. Cabaniss, Jr.
Joseph M. Farley (Chairman)
Elmer B. Harris
Hugh B. Jacks
Ronald L. Kuehn, Jr.
Herbert A. Sklenar
PERFORMANCE GRAPH
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of AmSouth's common stock against the cumulative total
return of the S&P 500 Index and the S&P Regional Bank Index for the last five
years. It assumes that the value of the investment in AmSouth common stock and
in each index was $100.00 and that all dividends were reinvested.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG AMSOUTH, S&P 500 INDEX AND S&P REGIONAL BANK INDEX
<CAPTION>
Measurement period S&P 500 S&P Regional
(Fiscal year Covered) AmSouth Index Bank Index
- --------------------- ------- ------- ------------
<S> <C> <C> <C>
Measurement PT -
12/31/88 $ 100 $ 100 $ 100
FYE 12/31/89 $ 110 $ 132 $ 122
FYE 12/31/90 $ 97 $ 127 $ 87
FYE 12/31/91 $ 168 $ 166 $ 156
FYE 12/31/92 $ 265 $ 179 $ 199
FYE 12/31/93 $ 263 $ 197 $ 210
</TABLE>
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VOTING PROCEDURES
Under the Delaware General Corporation Law (the "DGCL") and AmSouth's Bylaws,
the presence, in person or by proxy, of a majority of the outstanding shares
of common stock is necessary to constitute a quorum of the stockholders to
take action at the Annual Meeting. For these purposes, shares which are
present, or represented by a proxy, at the Annual Meeting will be counted for
quorum purposes regardless of whether the holder of the shares or the proxy
fails to vote on any particular matter or whether a broker with discretionary
authority fails to exercise its discretionary voting authority with respect to
any particular matter. Once a quorum of the stockholders is established, under
the DGCL, (i) the directors standing for election must be elected by a
plurality of the shares of common stock present, in person or by proxy, at the
Annual Meeting, and (ii) any other action to be taken, must be approved by the
vote of the holders of a majority of the shares of common stock present, in
person or by proxy, at the Annual Meeting. For voting purposes, abstentions
and broker non-votes will in effect count as "no" votes.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm selected by the Board of Directors for
the calendar year 1994 is Ernst & Young. Representatives of Ernst & Young are
expected to be present at the Annual Meeting and will have the opportunity to
make a statement and to respond to appropriate questions.
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AMSOUTH
PROXY
For Annual Shareholders' Meeting
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(Instruction: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below. If you do not indicate
that you withhold authority to vote for the election of any nominee, this
proxy will be counted as voting for that nominee.)
1. George W. Barber, Jr. 5. E. Roberts Leatherbury
2. William J. Cabaniss, Jr. 6. Z. Cartter Patten, III
3. Hugh B. Jacks 7. Herbert A. Sklenar
4. Ronald L. Kuehn, Jr. 8. John W. Woods
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS A VOTE "FOR" ALL NOMINEES.
The undersigned hereby appoints Eunice A. Hickey, David E. White and Charles
S. Northen, IV (the "Proxies") and any of them, jointly or severally, the
lawful attorneys of the undersigned with full power of substitution to vote
all of the stock of AMSOUTH BANCORPORATION standing in the name of the
undersigned at the close of business on March 4, 1994 upon the books of the
Corporation, at the Annual Meeting of Shareholders to be held on Thursday,
April 21, 1994 and at any adjourned meeting or meetings, as indicated herein.
(Continued on Reverse Side)
NUMBER OF SHARES
The Proxies will vote the shares represented hereby as directed by the
undersigned shareholder, but if no direction is given, they will vote the
shares FOR the election of all nominees. The Proxies are further authorized to
vote, in their discretion, in accordance with the recommendation of the
management of AmSouth Bancorporation, on any other matters that may properly
come before the meeting or any adjournment thereof and with respect to the
election of any person as a Director if a nominee for the office is named in
the Proxy Statement and such nominee is unable to serve or for good cause will
not serve.
Please sign exactly as name appears below. When shares are held by joint
- ------------------------------------------------------------------------
tenants, both should sign. When signing as attorney, executor, administrator,
- --------------------------
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED:_____________________________________, 1994
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
------------------------------------------------
Signature
------------------------------------------------
Signature if held jointly
(Continued from Reverse Side)
