<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
May 19, 1994
(Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State of Incorporation)
1-7476 63-0591257
(Commission File Number) (I.R.S. Employer
Identification Number)
1400 AmSouth - Sonat Tower Birmingham, Alabama 35203
(Address of executive offices)
(205) 320-7151
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
------------
AmSouth Bancorporation ("AmSouth") is filing this Current Report on Form
8-K to present pro forma financial statements that give effect to the pending
mergers and acquisitions as of March 31, 1994, described below.
Pending Mergers and Acquisitions as of March 31, 1994
. On July 29, 1993, AmSouth signed an agreement to acquire Parkway Bank,
which is headquartered in Fort Myers, Florida, and its parent company,
Parkway Bancorp, Inc. ("Parkway"). These acquisitions were consummated on
April 4, 1994. AmSouth issued approximately 629,000 shares of common
stock, par value $1.00 per share ("AmSouth Common Stock") in exchange for
the outstanding shares of Parkway. These acquisitions will be accounted
for as a pooling-of-interests under generally accepted accounting
principles ("GAAP").
. On August 3, 1993, AmSouth signed an agreement to acquire First Federal
Savings Bank, Calhoun, Georgia ("Calhoun"), headquartered in Calhoun,
Georgia. This acquisition was consummated on April 7, 1994. AmSouth
issued approximately 442,000 shares of AmSouth Common Stock in exchange
for the outstanding shares of Calhoun. The acquisition will be accounted
for as a pooling-of-interests under GAAP.
. On August 9, 1993, AmSouth signed an agreement to acquire Citizens
National Bank of Naples, which is headquartered in Naples, Florida, and
its parent company, Citizens National Corporation ("Citizens"). These
acquisitions were consummated on April 4, 1994. AmSouth issued
approximately 1,604,000 shares of AmSouth Common Stock in exchange for
the outstanding shares of Citizens. These acquisitions will be accounted
for as a pooling-of-interests under GAAP.
. On September 12, 1993, AmSouth signed an agreement, which was amended on
May 11, 1994, to acquire Fortune Bank, which is headquartered in
Clearwater, Florida, and its parent company, Fortune Bancorp, Inc.
("Fortune"). Under the terms of the amended agreement, Fortune
shareholders may make an election to receive either cash or AmSouth
Common Stock based on a formula which takes into consideration AmSouth's
stock price during a future pricing period. In addition to receiving cash
or shares of AmSouth Common Stock, Fortune preferred shareholders will
also receive $1.81 per Fortune preferred share in cash. Approximately one-
half of Fortune's shares will be exchanged for cash and one-half for
AmSouth Common Stock (plus $1.81 per Fortune preferred share in cash to
each Fortune preferred shareholder), subject to adjustment based upon the
average price per share of AmSouth Common Stock during a specified
period, with AmSouth issuing approximately 4,507,000 shares of AmSouth
Common Stock and approximately $145.8 million in cash. At March 31, 1994,
Fortune had total consolidated assets of approximately $2.7 billion and
total consolidated deposits of approximately $1.8 billion. The
acquisition will be accounted
<PAGE>
for as a purchase under GAAP and is subject to approval by the Fortune
shareholders at a meeting currently scheduled for May 23, 1994, and the
fulfillment of certain other closing conditions. Regulatory approvals
have been received. Assuming receipt of shareholder approval, the Fortune
acquisition is currently expected to close on or about June 23, 1994.
. On March 9, 1994, AmSouth signed an agreement to acquire The Bank of
Tampa, which is located in Tampa, Florida, and its parent company, The
Tampa Banking Company ("Tampa"). At March 31, 1994, Tampa had total
consolidated assets of approximately $213.0 million and total
consolidated deposits of approximately $197.0 million. Under the terms of
the agreement, AmSouth will issue 1.5592 shares of AmSouth Common Stock
for each of the outstanding shares of Tampa common stock, subject to
adjustment. At March 31, 1994, Tampa had approximately 626,000 shares of
common stock outstanding. The acquisition will be accounted for as a
pooling-of-interests under GAAP.
. On March 31, 1994, AmSouth signed an agreement to acquire Community
Federal Savings Bank ("Community"), headquartered in Fort Oglethorpe,
Georgia. At March 31, 1994, Community had total assets of approximately
$103.0 million and total deposits of approximately $89.0 million. Under
the terms of the agreement, AmSouth will pay $65.50 for each of the
outstanding shares of Community common stock for a total purchase price
of approximately $17.2 million. The acquisition will be accounted for as
a purchase under GAAP.
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
Listed below are the financial statements and pro forma financial information
filed as part of this report.
(A) Financial Statements of Business Acquired:
None required.
(B) Pro Forma Financial Information:
The following unaudited pro forma combined condensed financial statements
are attached.
Unaudited Pro Forma Combined Condensed Statement of Condition as of
March 31, 1994
Unaudited Pro Forma Combined Condensed Statement of Earnings for the
three months ended March 31, 1994 and the year ended December 31,
1993.
(C) Exhibits:
None
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed statement of
condition as of March 31, 1994, gives effect to (i) the pending acquisitions
of Parkway, Calhoun, Citizens, and Tampa by AmSouth, assuming such
acquisitions are accounted for as poolings of interests, and (ii) the pending
acquisitions of Fortune and Community, assuming such acquisitions are treated
as purchases for accounting purposes, as if all such transactions had been
consummated on March 31, 1994.
The following unaudited pro forma combined condensed statement of earnings
for the three months ended March 31, 1994, gives effect to (i) the then
pending acquisitions of Parkway, Calhoun, Citizens, and Tampa, assuming such
acquisitions are accounted for as poolings of interests, and (ii) the then
pending acquisitions of Fortune and Community, assuming that the acquisitions
are treated as purchases for accounting purposes, as if all such transactions
had been consummated on January 1, 1993.
The following unaudited pro forma combined condensed statement of
earnings for the twelve months ended December 31, 1993, gives effect to (i)
the then pending acquisitions of Orange Banking Corporation ("OBC"),
FloridaBank, a Federal Savings Bank ("FloridaBank"), Parkway, Calhoun,
Citizens, and Tampa, on a pooling-of-interests accounting basis, and (ii) the
then pending acquisitions of Fortune and Community, and the December 9, 1993
acquisition of Mid-State Federal Savings Bank ("Mid-State Federal"), assuming
that the acquisitions are treated as purchases for accounting purposes, as if
all such transactions had been consummated on January 1, 1993.
The unaudited pro forma combined condensed financial statements are
presented for information purposes only and are not necessarily indicative of
the combined financial position or results of operations which would actually
have occurred if the transactions had been consummated in the past or which
may be obtained in the future.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
MARCH 31, 1994
(In Thousands)
<TABLE>
<CAPTION>
AMSOUTH &
FORTUNE
PRO FORMA
AMSOUTH FORTUNE ADJUSTMENTS COMBINED PARKWAY ADJUSTMENTS
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 520,193 $ 40,533 $ 3,071 (C) 563,797 $ 5,131 $ 146 (E)
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 40,800 45,131 0 85,931 9,150 0
Trading Securities 120,619 0 120,619 0 0
Available-For-Sale Securities 950,458 294,614 0 1,245,072 0 0
Held-To-Maturity Securities 2,227,499 674,949 5,437 (B) 2,907,885 27,937 0
Mortgage Loans Held For Sale 217,356 107,520 0 324,876 0 0
Loans, Net of Unearned Income 8,562,769 1,405,226 (2,442)(A) 9,965,553 78,933 0
Less Allowance for Loan Losses 125,783 28,954 0 154,737 1,200 0
----------- ----------- ----------- ----------- ----------- -----------
Net Loans 8,436,986 1,376,272 (2,442) 9,810,816 77,733 0
Premises and Equipment, Net 240,945 36,495 (11,093)(B) 266,347 3,094 0
Other Real Estate Owned 21,720 6,980 0 28,700 1,990 0
Intangible Assets 131,567 13,154 (13,154)(A) 264,246 0 0
132,679 (D)
Mortgage Servicing Rights 33,039 24,880 614 (B) 58,533 0 0
Other Assets 246,207 60,724 (1,622)(A) 305,309 2,242 0
----------- ----------- ----------- ----------- ----------- -----------
$13,187,389 $ 2,681,252 $ 113,490 15,982,131 $ 127,277 $ 146
=========== =========== =========== =========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $10,005,960 $ 1,766,843 16,143 (B) $11,788,946 $ 116,915 $ 0
Federal Funds Purchased and Securities 0
Sold Under Agreements to Repurchase 1,094,365 390,500 0 1,484,865 0 0
Other Borrowed Funds 534,090 17,000 0 551,090 0 0
Long-Term Debt 160,757 218,000 2,932 (B) 527,508 0 0
145,819 (D)
----------- ----------- ----------- ----------- ----------- -----------
Total Deposits and Interest-
Bearing Liabilities 11,795,172 2,392,343 164,894 14,352,409 116,915 0
Other Liabilities 246,959 107,639 1,000 (A) 357,705 1,166 0
5,900 (A)
(2,789)(A)
12,090 (B)
(13,094)(B)
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities 12,042,131 2,499,982 168,001 14,710,114 118,081 0
Shareholders' Equity:
Preferred Stock 0 14 (14)(D) 0 0 0
Common Stock 53,250 64 (66)(D) 57,757 12 1 (E)
2 (C) (13)(F)
4,507 (D) 629 (F)
Capital Surplus 463,934 127,965 (131,034)(D) 586,186 6,329 145 (E)
3,069 (C) (616)(F)
122,252 (D)
Retained Earnings 661,893 55,405 (21,329)(A) 661,893 2,855 0
(23,113)(B)
(10,963)(D)
Cost of Common Stock in Treasury (24,173) 0 0 (24,173) 0 0
Deferred Compensation on Restricted Stock (4,539) 0 0 (4,539) 0 0
Unrealized Losses on Available-for-Sale
Securities (5,107) (2,178) 2,178 (D) (5,107) 0 0
----------- ----------- ----------- ----------- ----------- -----------
Total Shareholders' Equity 1,145,258 181,270 (54,511) 1,272,017 $ 9,196 146
----------- ----------- ----------- ----------- ----------- -----------
$13,187,389 2,681,252 $ 113,490 $15,982,131 127,277 $ 146
=========== =========== =========== =========== =========== ===========
<CAPTION>
AMSOUTH,
AMSOUTH, FORTUNE,
FORTUNE, PARKWAY &
& PARKWAY CALHOUN
PRO FORMA PRO FORMA
COMBINED CALHOUN ADJUSTMENTS COMBINED**
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 569,074 $ 2,088 $ 0 $ 571,162
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 95,081 2,916 0 97,997
Trading Securities 120,619 0 0 120,619
Available-For-Sale Securities 1,245,072 0 0 1,245,072
Held-To-Maturity Securities 2,935,822 15,174 0 2,950,996
Mortgage Loans Held For Sale 324,876 52 0 324,928
Loans, Net of Unearned Income 10,044,486 49,812 0 10,094,298
Less Allowance for Loan Losses 155,937 398 0 156,335
----------- ----------- ----------- -----------
Net Loans 9,888,549 49,414 0 9,937,963
Premises and Equipment, Net 269,441 1,180 0 270,621
Other Real Estate Owned 30,690 0 0 30,690
Intangible Assets 264,246 0 0 264,246
Mortgage Servicing Rights 58,533 0 0 58,533
Other Assets 307,551 741 0 308,292
----------- ----------- ----------- -----------
$16,109,554 $ 71,565 $ 0 $16,181,119
=========== =========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $11,905,861 $ 59,183 $ 0 $11,965,044
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 1,484,865 0 0 1,484,865
Other Borrowed Funds 551,090 0 0 551,090
Long-Term Debt 527,508 0 0 527,508
----------- ----------- ----------- -----------
Total Deposits and Interest- 14,469,324 59,183 0 14,528,507
Bearing Liabilities
Other Liabilities 358,871 1,731 0 360,602
----------- ----------- ----------- -----------
Total Liabilities 14,828,195 60,914 0 14,889,109
Shareholders' Equity:
Preferred Stock 0 0 0 0
Common Stock 58,386 4 (4)(G) 58,828
442 (G)
Capital Surplus 592,044 4,201 (438)(G) 595,807
Retained Earnings 664,748 6,446 0 671,194
Cost of Common Stock in Treasury (24,173) 0 0 (24,173)
Deferred Compensation on Restricted Stock (4,539) 0 0 (4,539)
Unrealized Losses on Available-for-Sale (5,107) 0 0 (5,107)
Securities ----------- ----------- ----------- -----------
Total Shareholders' Equity 1,281,359 10,651 0 1,292,010
----------- ----------- ----------- -----------
$16,109,554 $ 71,565 $ 0 $16,181,119
=========== =========== =========== ===========
</TABLE>
** Continued on next page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Condition.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
MARCH 31, 1994
(In Thousands)
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, FORTUNE,
FORTUNE, PARKWAY,
PARKWAY & CALHOUN &
CALHOUN CITIZENS
PRO FORMA PRO FORMA
COMBINED** CITIZENS ADJUSTMENTS COMBINED TAMPA ADJUSTMENTS
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 571,162 $ 12,173 $ 646 (H) $ 583,981 $ 13,021 $ 0
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 97,997 21,895 0 119,892 11,823 0
Trading Securities 120,619 0 0 120,619 0 0
Available-For-Sale Securities 1,245,072 4,775 0 1,249,847 0 0
Held-To-Maturity Securities 2,950,996 45,257 0 2,996,253 60,478 0
Mortgage Loans Held For Sale 324,928 375 0 325,303 0 0
Loans, Net of Unearned Income 10,094,298 221,966 0 10,316,264 118,619 0
Less Allowance for Loan Losses 156,335 3,107 0 159,442 2,337 0
----------- ----------- ----------- ----------- ----------- -----------
Net Loans 9,937,963 218,859 0 10,156,822 116,282 0
Premises and Equipment, Net 270,621 4,878 0 275,499 4,701 0
Other Real Estate Owned 30,690 1,613 0 32,303 2,527 0
Intangible Assets 264,246 0 0 264,246 0 0
Mortgage Servicing Rights 58,533 0 0 58,533 0 0
Other Assets 308,292 3,062 0 311,354 3,759 0
----------- ----------- ----------- ----------- ----------- -----------
$16,181,119 $ 312,887 $ 646 $16,494,652 $ 212,591 $ 0
=========== =========== =========== =========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $11,965,044 $ 282,857 $ 0 $12,247,901 $ 197,043 $ 0
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 1,484,865 406 0 1,485,271 0 0
Other Borrowed Funds 551,090 1,000 0 552,090 1,980 0
Long-Term Debt 527,508 10,000 0 537,508 0 0
----------- ----------- ----------- ----------- ----------- -----------
Total Deposits and Interest-
Bearing Liabilities 14,528,507 294,263 0 14,822,770 199,023 0
Other Liabilities 360,602 1,788 0 362,390 803 0
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities 14,889,109 296,051 0 15,185,160 199,826 0
Shareholders' Equity:
Preferred Stock 0 0 0 0 0 0
Common Stock 58,828 42 2 (H) 60,432 63 (63)(J)
(44)(I) 979 (J)
1,604 (I)
Capital Surplus 595,807 11,337 644 (H) 606,228 7,352 (916)(J)
(1,560)(I)
Retained Earnings 671,194 5,457 0 676,651 5,350
Cost of Common Stock in Treasury (24,173) 0 0 (24,173) 0 0
Deferred Compensation on Restricted Stock (4,539) 0 0 (4,539) 0 0
Unrealized Losses on Available-for-Sale
Securities (5,107) 0 0 (5,107) 0 0
----------- ----------- ----------- ----------- ----------- -----------
Total Shareholders' Equity 1,292,010 16,836 646 1,309,492 12,765 0
----------- ----------- ----------- ----------- ----------- -----------
$16,181,119 $ 312,887 $ 646 $16,494,652 $ 212,591 $ 0
=========== =========== =========== =========== =========== ===========
<CAPTION>
AMSOUTH,
FORTUNE,
PARKWAY,
CALHOUN,
CITIZENS &
TAMPA TOTAL
PRO FORMA PRO FORMA
COMBINED COMMUNITY ADJUSTMENTS COMBINED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 597,002 $ 4,652 $ 0 $ 601,654
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 131,715 0 0 131,715
Trading Securities 120,619 0 0 120,619
Available-For-Sale Securities 1,249,847 0 (17,069)(M) 1,232,778
Held-To-Maturity Securities 3,056,731 1,412 11 (L) 3,058,154
Mortgage Loans Held For Sale 325,303 0 0 325,303
Loans, Net of Unearned Income 10,434,883 93,752 456 (K) 10,529,908
817 (L)
Less Allowance for Loan Losses 161,779 726 0 162,505
----------- ----------- ----------- -----------
Net Loans 10,273,104 93,026 1,273 10,367,403
Premises and Equipment, Net 280,200 1,644 0 281,844
Other Real Estate Owned 34,830 0 0 34,830
Intangible Assets 264,246 0 7,954 (M) 272,200
Mortgage Servicing Rights 58,533 0 100 (L) 58,633
Other Assets 315,113 1,820 (56)(K) 316,877
----------- ----------- ----------- -----------
$16,707,243 $ 102,554 $ (7,787) $16,802,010
=========== =========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $12,444,944 $ 88,655 $ 754 (L) $12,534,353
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 1,485,271 0 0 1,485,271
Other Borrowed Funds 554,070 3,000 0 557,070
Long-Term Debt 537,508 0 0 537,508
----------- ----------- ----------- -----------
Total Deposits and Interest-
Bearing Liabilities 15,021,793 91,655 754 15,114,202
Other Liabilities 363,193 1,088 441 (K) 365,551
152 (K)
887 (L)
(210)(L)
----------- ----------- ----------- -----------
Total Liabilities 15,384,986 92,743 2,024 15,479,753
Shareholders' Equity:
Preferred Stock 0 0 0 0
Common Stock 61,411 249 (249)(M) 61,411
Capital Surplus 612,664 2,039 (2,039)(M) 612,664
Retained Earnings 682,001 7,523 (193)(K) 682,001
(503)(L)
(6,827)(M)
Cost of Common Stock in Treasury (24,173) 0 0 (24,173)
Deferred Compensation on Restricted Stock (4,539) 0 0 (4,539)
Unrealized Losses on Available-for-Sale
Securities (5,107) 0 0 (5,107)
----------- ----------- ----------- -----------
Total Shareholders' Equity 1,322,257 9,811 (9,811) 1,322,257
----------- ----------- ----------- -----------
$16,707,243 $ 102,554 $ (7,787) $16,802,010
=========== =========== =========== ===========
</TABLE>
** Continued from prior page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Condition.
<PAGE>
AMSOUTH BANCORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
MARCH 31, 1994
(In Thousands Except Share Amounts)
(A) The following pro forma adjustments are necessary to record the transactions
for Fortune:
<TABLE>
<S> <C>
(1) To eliminate goodwill $ (9,877)
(2) To eliminate core deposit intangible (3,277)
(3) To establish income tax liability (1,000)
(4) To recapture a tax bad debt reserve as a result of the
reversal of a special deduction for bad debts allowed
for certain savings and loan associations that is not
available to commercial banks (5,900)
(5) To write off prepaid expenses (1,622)
(6) To eliminate deferred loan costs-FASB 91 (2,442)
(7) To establish deferred taxes on applicable items above
assuming a 38% tax rate 2,789
---------
$ (21,329)
=========
</TABLE>
(B) These amounts reflect purchase accounting adjustments of the book value of
the assets and liabilities of Fortune estimated at fair values. Current
market values of investment securities were determined using publicly quoted
prices. Certain long-term fixed rate loans and deposits were valued based on
prevailing market interest rates. The final purchase accounting adjustments
may vary to the extent that the market values of the assets and liabilities
change.
<TABLE>
<CAPTION>
Fortune
-----------
<S> <C> <C>
Cost of acquisition:
Stock consideration $ 126,759
Cash consideration 145,819
-----------
272,578
Estimated acquisition costs 12,090
-----------
$ 284,668
===========
Net assets acquired:
Shareholders' equity $ 181,270
Shareholders' equity adjustments from Note C 3,071
Adjustments from Note A (21,329)
Fair value adjustments:
Held-to-maturity securities 5,437
Fixed assets-buildings and land (11,093)
Purchased mortgage servicing rights 614
Deposits (16,143)
Other borrowings (2,932)
-----------
(24,117)
Deferred taxes at 38% on applicable items 13,094
Cost in excess of fair value of net assets acquired 132,679
-----------
$ 284,668
===========
</TABLE>
The fair market value of the loans is approximately equal to the book value;
therefore, no fair value adjustment is necessary.
Deferred taxes are established on the net difference between the fair value
adjustments and the deductible portion of the estimated acquisition costs.
<PAGE>
(C) Fortune stock options which are exercisable prior to the merger are assumed
to be exercised before the merger as follows:
<TABLE>
<S> <C>
Number of Fortune options outstanding 164,979
Average exercise price per share 18.615
-----------
Proceeds from exercise $ 3,071
===========
</TABLE>
The impact upon Fortune's statement of condition as a result of the exercise
will be the issuance of 164,979 shares of $0.01 par value common stock with
a resulting $2 increase in common stock, a $3,069 increase in capital
surplus and a $3,071 increase in cash.
If the outstanding Fortune stock options are not exercised prior to the
merger, AmSouth has the option, on a case by case basis, to convert the
options into either (1) an option to purchase, on the same terms as the
Fortune common stock, shares of AmSouth Common Stock in an amount and at a
price appropriately adjusted to reflect the per share consideration received
by holders of Fortune common stock; or (2) cash in an amount equal to the
difference between (a) the per share consideration to be received by holders
of Fortune common stock in the merger and (b) the exercise price of such
option. The assumption that all of the Fortune stock options will be
exercised before the merger represents the most dilutive outcome. If either
option (1) or option (2) discussed above were to occur, the pro forma
combined condensed statement of condition and statement of earnings would
not be materially different from that reported.
(D) In connection with the acquistion, each common and preferred shareholder of
Fortune may make an election to receive either cash or AmSouth Common Stock
based on a formula which takes into consideration AmSouth's stock price
during a future pricing period. In addition to receiving cash or shares of
AmSouth Common Stock, Fortune preferred shareholders will also receive $1.81
per Fortune preferred share in cash. Approximately one-half of Fortune's
shares will be exchanged for cash and one-half for AmSouth Common Stock
(plus $1.81 per Fortune preferred share in cash to each Fortune preferred
shareholder), subject to adjustment based upon the average price per share
of AmSouth Common Stock, with AmSouth issuing approximately 4,507,000 shares
and approximately $145.8 million in cash. The cash consideration is assumed
to be funded by AmSouth's issuance of $145,819 of long-term debt at an
assumed interest rate of 7.5%.
Based upon an average price per share of AmSouth Common Stock of $28.125,
approximately 4,507,000 shares of AmSouth Common Stock will be issued with a
resulting $4,507 increase to common stock and a $122,252 increase in capital
surplus. The remaining capital of Fortune, after all fair value adjustments
and accounting adjustments will be eliminated.
(E) Certain Parkway stock options which are exercisable prior to the merger are
assumed to be exercised before the merger resulting in the issuance of
approximately 118,000 shares of Parkway common stock and the receipt of
$146. The impact upon Parkway's statement of condition as a result of the
exercise will be the issuance of approximately 118,000 shares of $0.01 par
value common stock with a resulting $1 increase in common stock, a $145
increase in capital surplus and a $146 increase in cash.
(F) Upon consummation of the merger with Parkway, each share of Parkway common
stock was converted into 0.4886 of a share of AmSouth Common Stock. The
Parkway transaction will be accounted for as a pooling of interests;
therefore, the effect upon shareholders' equity will be to increase AmSouth
shareholders' equity by the total equity of Parkway. The unaudited pro forma
financial statements have been prepared to reflect that AmSouth issued in
the aggregate approximately 629,000 shares of AmSouth Common Stock to the
shareholders of Parkway. A reclassification from capital surplus to common
stock results from the issuance of the shares.
(G) Upon consummation of the merger with Calhoun, each share of Calhoun common
stock was converted into 0.9991 of a share of AmSouth Common Stock. The
Calhoun transaction will be accounted for as a pooling of interests;
therefore, the effect upon shareholders' equity will be to increase AmSouth
shareholders' equity by the total equity of Calhoun. The unaudited pro forma
financial statements have been prepared to reflect that AmSouth issued in
the aggregate approximately 442,000 shares of AmSouth Common Stock to the
shareholders of Calhoun. A reclassification from capital surplus to common
stock results from the issuance of the shares.
(H) Certain Citizen stock options which are exercisable prior to the merger are
assumed to be exercised before the merger resulting in the issuance of
approximately 208,000 shares of Citizen common stock and the receipt of
$646. The impact upon Citizen's statement of condition as a result of the
exercise will be the issuance of approximately 208,000 shares of $0.01 par
value common stock with a resulting $2 increase in common stock, a $644
increase in capital surplus and a $646 increase in cash.
(I) Upon consummation of the merger with Citizens, each share of Citizens common
stock was converted into 0.3609 of a share of AmSouth Common Stock. The
Citizens transaction will be accounted for as a pooling of interests;
therefore, the effect upon shareholders' equity will be to increase AmSouth
shareholders' equity by the total equity of Citizens. The unaudited pro
forma financial statements have been prepared to reflect that AmSouth issued
in the aggregate approximately 1,604,000 shares of AmSouth Common Stock to
the shareholders of Citizens. A reclassification from capital surplus to
common stock results from the issuance of the shares.
<PAGE>
(J) Upon consummation of the merger with Tampa, each share of Tampa common stock
will be converted into 1.5592 shares of AmSouth Common Stock. The Tampa
transaction will be accounted for as a pooling of interests; therefore, the
effect upon shareholders' equity will be to increase AmSouth shareholders'
equity by the total equity of Tampa. The unaudited pro forma financial
statements have been prepared assuming that AmSouth will issue in the
aggregate approximately 979,000 (1.5592 X 627,907) shares of AmSouth Common
Stock to the shareholders of Tampa. A reclassification from capital surplus
to common stock results from the issuance of the shares.
(K) The following pro forma adjustments are necessary to record the transactions
for Community:
<TABLE>
<S> <C>
(1) To recapture a tax bad debt reserve as a result of the
reversal of a special deduction for bad debts allowed for
certain savings and loan associations that is not
available to commercial banks (441)
(2) To write off miscellaneous assets (56)
(3) To eliminate deferred loan fees-FASB 91 456
(4) To establish deferred taxes on applicable items above
assuming a 38% tax rate (152)
---------
$ (193)
=========
</TABLE>
(L) These amounts reflect purchase accounting adjustments of the book value of
the assets and liabilities of Community estimated at fair values. Current
market values of investment securities were determined using publicly quoted
prices. Certain long-term fixed rate loans and deposits were valued based on
prevailing market interest rates. The final purchase accounting adjustments
may vary to the extent that the market values of the assets and liabilities
change.
<TABLE>
<CAPTION>
Community
-----------
<S> <C> <C>
Cost of acquisition:
Cash consideration $ 17,069
Estimated acquisition costs 887
-----------
$ 17,956
===========
Net assets acquired:
Shareholders' equity $ 9,811
Adjustments from Note K (193)
Fair value adjustments:
Loans 817
Held-to-maturity securities 11
Purchased mortgage servicing rights 100
Deposits (754)
-----------
174
Deferred taxes at 38% on applicable items 210
Cost in excess of fair value of net assets acquired 7,954
-----------
$ 17,956
===========
</TABLE>
The fair market values of the fixed assets and the Federal Home Loan Bank
advances are approximately equal to the book value: therefore, no fair value
adjustments are necessary.
Deferred taxes are established on the net difference between the fair value
adjustments and the deductible portion of the estimated acquisition costs.
(M) AmSouth is purchasing all of the outstanding shares of Community for a total
cash purchase price of $17,069. There is no impact on AmSouth's
shareholders' equity, with all of the Community shareholders' equity being
eliminated and no new shares of AmSouth being issued.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Data)
THREE MONTHS ENDED MARCH 31, 1994
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, FORTUNE,
AMSOUTH & FORTUNE, PARKWAY &
FORTUNE & PARKWAY CALHOUN
ADJUST- PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA
AMSOUTH FORTUNE MENTS COMBINED PARKWAY MENTS COMBINED CALHOUN MENTS COMBINED**
------- ------- ------- -------- ------- ------ -------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from Earning Assets $211,793 $39,011 $ (136)(F) $250,668 $ 2,007 $ 0 $252,675 $1,336 $ 0 $254,011
Interest Expense 82,629 20,932 2,734 (E) 104,975 858 0 105,833 476 0 106,309
(1,320)(F)
-------- ------- ------ -------- ------- ----- -------- ------ ------ --------
Gross Interest Margin 129,164 18,079 (1,550) 145,693 1,149 0 146,842 860 0 147,702
Provision for Loan Losses 1,042 4,920 0 5,962 688 0 6,650 0 0 6,650
-------- ------- ------ -------- ------- ----- -------- ------ ------ --------
Net Interest Margin 128,122 13,159 (1,550) 139,731 461 0 140,192 860 0 141,052
Noninterest Revenues 47,955 2,102 0 50,057 219 0 50,276 55 0 50,331
Noninterest Expenses 114,324 14,078 1,556 (F) 129,958 1,527 0 131,485 1,047 0 132,532
-------- ------- ------ -------- ------- ----- -------- ------ ------ --------
Income (Loss) Before
Applicable Taxes 61,753 1,183 (3,106) 59,830 (847) 0 58,983 (132) 0 58,851
Applicable Income Taxes 20,473 676 (1,039)(E) 20,599 (296) 0 20,303 840 0 21,143
489 (F)
-------- ------- ------ -------- ------- ----- -------- ------ ------ --------
Net Income $ 41,280 $ 507 $(2,556) $ 39,231 $ (551) $ 0 $ 38,680 $ (972) $ 0 $ 37,708
======== ======= ====== ======== ======= ===== ======== ====== ====== ========
Earnings Per Common Share $ 0.80
========
Average Common Shares
Outstanding 51,656
========
</TABLE>
<TABLE>
<CAPTION>
AMSOUTH,
TWELVE MONTHS ENDED DECEMBER 31, 1993 AMSOUTH, MID-STATE
AMSOUTH & MID-STATE FEDERAL,
MID-STATE FEDERAL & FORTUNE &
FEDERAL FORTUNE OBC
MID-STATE ADJUST- PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA
AMSOUTH FEDERAL(A) MENTS COMBINED FORTUNE(C) MENTS COMBINED OBC MENTS COMBINED**
------- --------- ------ --------- --------- ------ --------- ----- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from Earning Assets $776,961 $55,074 $(3,417)(B) $828,618 $162,836 $ (544)(F) $990,910 $25,495 $ 0 $1,016,405
Interest Expense 314,884 28,324 (2,418)(B) 340,790 93,291 (1,704)(D) 436,466 6,383 0 442,849
10,936 (E)
(6,847)(F)
-------- ------- ------- -------- -------- ------- -------- ------- ---- ----------
Gross Interest Margin 462,077 26,750 (999) 487,828 69,545 (2,929) 554,444 19,112 0 573,556
Provision for Loan Losses 18,980 2,937 0 21,917 17,691 0 39,608 6,400 0 46,008
-------- ------- ------- -------- -------- ------- -------- ------- ---- ----------
Net Interest Margin 443,097 23,813 (999) 465,911 51,854 (2,929) 514,836 12,712 0 527,548
Noninterest Revenues 194,361 7,679 0 202,040 3,146 0 205,186 6,390 0 211,576
Noninterest Expenses 420,087 17,708 1,962(B) 439,757 57,009 6,254(F) 503,020 19,386 0 522,406
-------- ------- ------- -------- -------- ------- -------- ------- ---- ----------
Income Before Applicable
Taxes 217,371 13,784 (2,961) 228,194 (2,009) (9,183) 217,002 (284) 0 216,718
Applicable Income Taxes 71,144 5,880 (448)(B) 76,576 (3,673) 648 (D) 71,934 45 0 71,979
(4,156)(E)
2,539 (F)
-------- ------- ------- -------- -------- ------- -------- ------- ---- ----------
Net Income $146,227 $ 7,904 $ (2,513) $151,618 $ 1,664 $(8,214) $ 145,068 $ (329) $ 0 $144,739
======== ======= ======= ======== ======= ======= ======== ======= ==== ==========
Earnings Per Common Share $3.10
========
Average Common Shares
Outstanding 47,153
========
</TABLE>
** Continued on next page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Data)
THREE MONTHS ENDED MARCH 31, 1994
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, FORTUNE,
AMSOUTH, FORTUNE, PARKWAY,
FORTUNE, PARKWAY, CALHOUN,
PARKWAY & CALHOUN & CITIZENS & TOTAL
CALHOUN CITIZENS TAMPA PRO
PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA ADJUST- FORMA
COMBINED** CITIZENS MENTS COMBINED TAMPA MENTS COMBINED COMMUNITY MENTS COMBINED
---------- -------- ------ --------- ----- ------ --------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from Earning Assets $254,011 $ 5,072 $ 0 $259,083 $ 3,242 $ 0 $262,325 $ 2,007 $ (33)(I) $ 264,299
Interest Expense 106,309 2,000 0 108,309 907 0 109,216 873 (50)(I) 110,039
-------- ------- ------ -------- -------- --- -------- -------- -------- ---------
Gross Interest Margin 147,702 3,072 0 150,774 2,335 0 153,109 1,134 17 154,260
Provision for Loan Losses 6,650 477 0 7,127 150 0 7,277 10 0 7,287
-------- ------- ------ -------- -------- --- -------- -------- -------- ---------
Net Interest Margin 141,052 2,595 0 143,647 2,185 0 145,832 1,124 17 146,973
Noninterest Revenues 50,331 237 0 50,568 505 0 51,073 112 0 51,185
Noninterest Expenses 132,532 3,765 0 136,297 2,083 0 138,380 660 105(I) 139,145
-------- ------- ------ -------- -------- --- -------- -------- -------- ---------
Income Before Applicable
Taxes 58,851 (933) 0 57,918 607 0 58,525 576 (88) 59,013
Applicable Income Taxes 21,143 (151) 0 20,992 225 0 21,217 219 4(I) 21,440
-------- ------- ------ -------- -------- --- -------- -------- -------- ---------
$ 37,708 $ (782) $ 0 $ 36,926 $ 382 $ 0 $ 37,308 $ 357 $ (92) $ 37,573
======== ======= ====== ======== ======== === ======== ======== ======== =========
Earnings Per Common Share $ 0.63
=========
Average Common Shares Outstanding 59,817
=========
</TABLE>
TWELVE MONTHS ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, MID-STATE
AMSOUTH, MID-STATE FEDERAL,
AMSOUTH, MID-STATE FEDERAL, FORTUNE,
MID-STATE FEDERAL, FORTUNE, OBC,
FEDERAL, FORTUNE, OBC, FLORIDABANK,
FORTUNE & OBC & FLORIDABANK PARKWAY &
OBC FLORIDABANK & PARKWAY CALHOUN
PRO FORMA FLORIDA ADJUST- PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA
COMBINED** BANK MENTS COMBINED** PARKWAY MENTS COMBINED CALHOUN(H) MENTS COMBINED***
---------- ------- ------ ---------- ------- ------ --------- ------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from Earning
Assets $1,016,405 17,177 $ 0 $ 1,033,582 $ 8,425 $ 0 $1,042,007 $5,284 $ 0 $1,047,291
Interest Expense 442,849 9,806 0 452,655 3,791 (118)(G) 456,328 2,107 0 458,435
--------- ------ --- --------- ------- --- --------- ----- ---- ---------
Gross Interest Margin 573,556 7,371 0 580,927 4,634 118 585,679 3,177 0 588,856
Provision for Loan
Losses 46,008 445 0 46,453 319 0 46,772 119 0 46,891
--------- ------ --- --------- ------- --- --------- ----- ---- ---------
Net Interest Margin 527,548 6,926 0 534,474 4,315 118 538,907 3,058 0 541,965
Noninterest Revenues 211,576 2,008 0 213,584 1,566 0 215,150 535 0 215,685
Noninterest Expenses 522,406 10,239 0 532,645 4,220 0 536,865 1,678 0 538,543
--------- ------ --- --------- ------- --- --------- ----- ---- ---------
Income Before
Applicable Taxes 216,718 (1,305) 0 215,413 1,661 118 217,192 1,915 0 219,107
Applicable Income Taxes 71,979 (304) 0 71,675 631 45(G) 72,351 692 0 73,043
--------- ------ --- --------- ------- --- --------- ----- ---- ---------
$ 144,739 (1,001) $ 0 $ 143,738 $ 1,030 $ 73 $ 144,841 $1,223 $ 0 $ 146,064
========= ====== === ========= ======= === ========= ===== ==== =========
</TABLE>
** Continued from prior page
*** Continued to next page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Data)
TWELVE MONTHS ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, MID-STATE
AMSOUTH, MID-STATE FEDERAL,
MID-STATE FEDERAL, FORTUNE,
FEDERAL, FORTUNE, OBC,
FORTUNE, OBC, FLORIDABANK,
OBC, FLORIDABANK, PARKWAY,
FLORIDABANK, PARKWAY, CALHOUN,
PARKWAY & CALHOUN & CITIZENS &
CALHOUN CITIZENS TAMPA TOTAL
PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA ADJUST- PRO FORMA
COMBINED*** CITIZENS MENTS COMBINED TAMPA MENTS COMBINED COMMUNITY MENTS COMBINED
----------- -------- ------ --------- ----- ------ --------- --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue from Earning
Assets $1,047,291 $20,994 $ 0 $1,068,285 $13,223 $ 0 $1,081,508 $ 8,223 $ (150)(I) $1,089,581
Interest Expense 458,435 8,259 0 466,694 3,678 0 470,372 3,386 (251)(I) 473,507
--------- ------ --- --------- ------ --- --------- ----- ---- ---------
Gross Interest Margin 588,856 12,735 0 601,591 9,545 0 611,136 4,837 101 616,074
Provision for Loan
Losses 46,891 1,731 0 48,622 1,044 0 49,666 82 0 49,748
--------- ------ --- --------- ------ --- --------- ----- ---- ---------
Net Interest Margin 541,965 11,004 0 552,969 8,501 0 561,470 4,755 101 566,326
Noninterest Revenues 215,685 1,310 0 216,995 1,918 0 218,913 78 0 218,991
Noninterest Expenses 538,543 8,763 0 547,306 7,985 0 555,291 2,250 427(I) 557,968
--------- ------ --- --------- ------ --- --------- ----- ---- ---------
Income Before Applicable
Taxes 219,107 3,551 0 222,658 2,434 0 225,092 2,583 (326) 227,349
Applicable Income Taxes 73,043 1,235 0 74,278 858 0 75,136 914 28(I) 76,078
--------- ------ --- --------- ------ --- --------- ----- ---- ---------
$ 146,064 $ 2,316 $ 0 $ 148,380 $1,576 $ 0 $ 149,956 $ 1,669 $ (354) $ 151,271
========= ====== === ========= ====== === ========= ===== ==== =========
Earnings Per Common
Share 2.54
=========
Average Common Shares
Outstanding 59,446
=========
</TABLE>
*** Continued from prior page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings.
<PAGE>
AMSOUTH BANCORPORATION
NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Amounts)
(A) On December 9, 1993, Mid-State Federal was merged into AmSouth Bank of
Florida, a wholly owned subsidiary of AmSouth in a transaction accounted
for as a purchase under GAAP. Therefore, the Unaudited Pro Forma Combined
Condensed Statement of Condition at December 31, 1993, includes the
balances acquired from Mid-State Federal, as well as, the necessary
purchase accounting adjustments. Included in the Unaudited Pro Forma
Combined Condensed Statement of Earnings for the twelve months ended
December 31, 1993, is the Mid-State Federal statement of earnings for the
twelve months ended September 30, 1993, the last available twelve month
period (which is representative of normal operations).
(B) Mid-State Federal's accretion and amortization of purchase price adjustments
resulting from the adjustments to fair values are as follows:
<TABLE>
<CAPTION>
Purchase Twelve Months
Discount Ended December 31, 1993
(Premium) Accretion (Amortization)
--------- ------------------------
<S> <C> <C>
Investment Securities $ (4,629) $ (839)
Loans (7,707) (2,578)
--------
Decrease in Revenues from
Earning Assets $ (3,417) $ (3,417)
========
Deposits 5,156 $ 1,901
Other Borrowings 1,293 517
--------
Decrease in Interest Expense $ 2,418 2,418
========
Fixed Assets-Buildings and Land (1,722) $ (86)
Purchased Mortgage
Servicing Rights (378) (95)
Excess of Cost Over Fair Value
of Net Assets Acquired (35,619) (1,781)
--------
Increase in Noninterest Expenses $ (1,962) (1,962)
========
Increase in Pro Forma Net Income due to 38% taxes 448
--------
Decrease in Pro Forma Net Income $ (2,513)
========
</TABLE>
The expected decrease for each of the twelve months ended December 31, indicated
below, on future net income and shareholders' equity of the projected aggregate
purchase accounting adjustments reflected in the accompanying unaudited pro
forma combined condensed financial statements assuming the merger was
consummated on January 1, 1993 are as follows:
<TABLE>
<S> <C>
1994 $ (2,324)
1995 (2,294)
1996 (2,227)
1997 (2,258)
1998 (2,081)
</TABLE>
<PAGE>
(C) The amounts for the twelve months ended December 31, 1993 are reconciled
with the reported operating results of Fortune for the year ended September
30, 1993 as follows:
<TABLE>
<CAPTION>
Deduct
Three Add Three Twelve
Year Months Months Months
Ended Ended Ended Ended
September 30, December 31, December 31, December 31,
1993 1992 1993 1993
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue from Earning Assets $168,651 $44,648 $38,833 $162,836
Interest Expense 97,665 26,431 22,057 93,291
------- ------ ------ -------
Gross Interest Margin 70,986 18,217 16,776 69,545
Provision for Loan Losses 13,819 5,296 9,168 17,691
------- ------ ------ -------
Net Interest Margin 57,167 12,921 7,608 51,854
Noninterest Revenues 9,147 7,920 1,919 3,146
Noninterest Expenses 55,430 13,793 15,372 57,009
------- ------ ------ -------
Income Before Applicable Taxes 10,884 7,048 (5,845) (2,009)
Applicable Income Taxes 1,650 2,991 (2,332) (3,673)
------- ------ ------ -------
Net Income $ 9,234 $ 4,057 $(3,513) $ 1,664
======= ====== ====== =======
</TABLE>
(D) To eliminate interest expense on $17,044 of Fortune's 10% subordinated
convertible debentures which were outstanding during 1993 and were converted
or redeemed during January 1994.
<TABLE>
<CAPTION>
Year Ended
December 31,
1993
------------
<S> <C>
Decrease in Interest Expense $ 1,704
Decrease in Pro Forma Net Income due to
38% Taxes (648)
---------
Increase in Pro Forma Net Income $ 1,056
=========
</TABLE>
(E) To record interest expense at 7.5% on $145,819 of AmSouth long-term debt
which is assumed to be issued in Note (D) of Notes to Unaudited Pro Forma
Combined Condensed Statement of Condition as follows:
<TABLE>
<CAPTION>
Three Months
Year Ended Ended
December 31, March 31,
1993 1994
------------ ------------
<S> <C> <C>
Increase in Interest Expense $ (10,936) $ (2,734)
Increase in Pro Forma Net Income due to
38% Taxes 4,156 1,039
---------- ---------
Decrease in Pro Forma Net Income $ (6,780) $ (1,695)
========== =========
</TABLE>
<PAGE>
(F) Fortune's accretion and amortization of purchase price adjustments resulting
from the adjustments to estimated fair values, as set forth in Note (B) of
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition are
as follows:
<TABLE>
<CAPTION>
Purchase Twelve Months Three Months
Discount Ended December 31, 1993 Ended March 31, 1994
(Premium) Accretion (Amortization) Accretion (Amortization)
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Held-To-Maturity Securities $ (5,437) $ (544) $ (136)
------- -------
Decrease in Revenues from
Earning Assets $ (544) $ (544) $ (136) $ (136)
======= =======
Deposits 16,143 $ 5,381 $ 1,076
Other Borrowings 2,932 1,466 244
------- -------
Decrease in Interest Expense $ 6,847 6,847 $ 1,320 1,320
======= =======
Fixed Assets-Buildings and Land 11,093 $ 555 $ 139
Purchased Mortgage
Servicing Rights (614) (175) (37)
Excess of Cost Over Fair Value
of Net Assets Acquired (132,679) (6,634) (1,658)
------- -------
Increase in Noninterest Expenses $ (6,254) (6,254) $ (1,556) (1,556)
======= =======
Decrease in Pro Forma Net Income due to 38% taxes (2,539) (489)
------- ------
Decrease in Pro Forma Net Income $ (2,490) $ (861)
======= ======
</TABLE>
The expected decrease for each of the twelve months ended December 31,
indicated below, on future net income and shareholders' equity of the
projected aggregate purchase accounting adjustments reflected in the
accompanying unaudited pro forma combined condensed financial statements
assuming the merger was consummated on January 1, 1993 are as follows:
<TABLE>
<S> <C>
1994 $ (3,463)
1995 (4,414)
1996 (5,367)
1997 (6,016)
1998 (6,665)
</TABLE>
The Excess of Cost Over Fair Value of Net Assets Acquired is being amortized
on a straight line basis over twenty years. The accretion (amortization) of
all other items is generally over a shorter period and generally on an
accelerated method. Therefore, the expected decrease for each of the twelve
months ended December 31, 1994 - 1998 on future net income and shareholders'
equity increases each year.
(G) To eliminate interest expense on $1,310 of Parkway's 9% convertible
subordinated debentures which were outstanding during 1993 and were
converted or redeemed during the first quarter of 1994.
<TABLE>
<CAPTION>
Year Ended
December 31,
1993
------------
<S> <C>
Decrease in Interest Expense $ 118
Decrease in Pro Forma
Net Income due to 38% Taxes (45)
-----
Increase in Pro Forma Net Income $ 73
=====
</TABLE>
<PAGE>
(H) The amounts for the twelve months ended December 31, 1993 are reconciled
with the reported operating results of Calhoun for the year ended September
30, 1993 as follows:
<TABLE>
<CAPTION>
Deduct
Three Add Three Twelve
Year Months Months Months
Ended Ended Ended Ended
September 30, December 31, December 31, December 31,
1993 1992 1993 1993
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue from Earning Assets $ 5,382 $ 1,392 $ 1,294 $ 5,284
Interest Expense 2,183 584 508 2,107
------- ------- ------- -------
Gross Interest Margin 3,199 808 786 3,177
Provision for Loan Losses 125 31 25 119
------- ------- ------- -------
Net Interest Margin 3,074 777 761 3,058
Noninterest Revenues 520 123 138 535
Noninterest Expenses 1,587 390 481 1,678
------- ------- ------- -------
Income Before Applicable Taxes 2,007 510 418 1,915
Applicable Income Taxes 722 174 144 692
------- ------- ------- -------
Net Income $ 1,285 $ 336 $ 274 $ 1,223
======= ======= ======= =======
</TABLE>
(I) Community's accretion and amortization of purchase price adjustments
resulting from the adjustments to estimated fair values, as set forth in
Note (L) of Notes to Unaudited Pro Forma Combined Condensed Statement of
Condition are as follows:
<TABLE>
<CAPTION>
Purchase Twelve Months Three Months
Discount Ended December 31, 1993 Ended March 31, 1994
(Premium) Accretion (Amortization) Accretion (Amortization)
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Securities $ (11) $ (1) $ 0
Loans (817) (149) (33)
------ -----
Decrease in Revenues from
Earning Assets $ (150) $ (150) $ (33) $ (33)
====== =====
Deposits 754 $ 251 $ 50
------ -----
Decrease in Interest Expense $ 251 251 $ 50 50
====== =====
Purchased Mortgage
Servicing Rights (100) $ (29) $ (6)
Excess of Cost Over Fair Value
of Net Assets Acquired (7,954) (398) (99)
------ -----
Increase in Noninterest Expenses $ (427) (427) $ (105) (105)
====== =====
Decrease in Pro Forma Net Income due to
38% taxes (28) (4)
------ -----
Decrease in Pro Forma Net Income $ (354) $ (92)
====== =====
</TABLE>
The expected decrease for each of the twelve months ended December 31,
indicated below, on future net income and shareholders' equity of the
projected aggregate purchase accounting adjustments reflected in the
accompanying unaudited pro forma combined condensed financial statements
assuming the merger was consummated on January 1, 1993 are as follows:
<TABLE>
<S> <C>
1994 $ (371)
1995 (390)
1996 (409)
1997 (428)
1998 (447)
</TABLE>
The Excess of Cost Over Fair Value of Net Assets Acquired is being amortized
on a straight line basis over twenty years. The accretion (amortization) of
all other items is generally over a shorter period and generally on an
accelerated method. Therefore, the expected decrease for each of the twelve
months ended December 31, 1994 - 1998 on future net income and shareholders'
equity increases each year.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMSOUTH BANCORPORATION
By: /s/ Ricky W. Thomas
__________________________
Ricky W. Thomas
Senior Vice President and
Controller (Principal Accounting
Officer)
Date: May 19, 1994
