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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 10, 1994
(Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7476 63-0591257
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1400 AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
(205) 320-7151
(Registrant's telephone number,
including area code)
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Item 5. Other Events
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AmSouth Bancorporation ("AmSouth") is filing this Current Report on Form
8-K to report the results of the pricing period computations required in the
agreement for AmSouth's acquisition of Fortune Bancorp, Inc. On June 10, 1994,
AmSouth issued a press release announcing those results. The press release is
attached as Exhibit 99 and is incorporated as a part of this Current Report on
Form 8-K.
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Item 7. Financial Statements and Exhibits.
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The following exhibit is filed as part of this Current Report on Form 8-K.
Exhibit No. Exhibit
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99 Press Release dated
June 10, 1994
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMSOUTH BANCORPORATION
By:
--------------------------------
Carl L. Gorday
Assistant Secretary
Date: June 10, 1994
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Exhibit Index to Exhibits
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99 Press Release dated
June 10, 1994
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EXHIBIT 99
===============================================================================
News AmSouth Bancorporation
Release Post Office Box 11007
Birmingham, Alabama 35288
===============================================================================
[LOGO OF AMSOUTH APPEARS HERE]
FOR IMMEDIATE RELEASE
Contact: (Analysts) Sally B. Hawley (205) 581-7434 (AmSouth)
(News Media) Jim Underwood (205) 326-5184 (AmSouth)
AmSouth Bancorporation announces results
of pricing period for Fortune Bancorp acquisition
BIRMINGHAM, ALABAMA, JUNE 10, 1994 -- AmSouth Bancorporation (NYSE: ASO)
announced today the results of the pricing period computations required in the
agreement for AmSouth's acquisition of Clearwater-based Fortune Bancorp, Inc.
(NASDAQ: FORB).
The contract defines the pricing period as the 10 New York Stock Exchange
trading days ending on the tenth business day before the acquisition closes. The
pricing period ended June 9, 1994.
The acquisition is scheduled to close June 23, and the average closing
price of AmSouth Bancorporation common stock for the pricing period was
$32.26250. As a result, the following pricing will apply under the terms of the
merger agreement and subject to the agreement's election and allocation
procedures.
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Shareholders of record of Fortune common stock will receive for each share
of Fortune common stock either $34.49906 in cash or 1.069324 shares of AmSouth
common stock.
Shareholders of record of Fortune Series A 8 percent Cumulative Convertible
Preferred Stock will receive for each share of Fortune preferred stock either
$47.81033 in cash or 1.425765 shares of AmSouth common stock and $1.81159 in
cash.
AmSouth expects to mail checks and AmSouth stock certificates to Fortune
shareholders on June 30.
The form of consideration that a particular Fortune shareholder will
receive depends on the results of a cash/stock election and related allocation
procedures described in materials previously provided to Fortune shareholders.
As a result of these procedures, there is no guarantee that an individual
shareholder will receive the form of consideration elected.
The deadline for Fortune shareholders to elect cash or stock is June 16.
Shares held by shareholders whose properly completed election forms are not
received by AmSouth by 5:00 p.m. Central time on June 16 will be considered "Non
Electing Shares," and those shareholders
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will be considered as having no preference between stock and cash consideration.
The terms of the merger are fully described in the prospectus and
supplements to the prospectus, mailed to all Fortune shareholders. Shareholders
can obtain additional copies of the prospectus, including supplements and the
election form by calling (800) 396-6776.
Fortune Bancorp, headquartered in Clearwater, reported assets of $2.7
billion at March 31. Fortune Bank operates 46 offices in eight Florida
counties.
AmSouth Bancorporation's assets at March 31 totaled $13.2 billion. At
quarter end, AmSouth operated 268 banking offices in four southeastern states:
148 banking offices in Alabama, 94 offices in Florida, 21 offices in Tennessee
and five in Georgia. Bank-related affiliates include AmSouth Mortgage Company,
Inc., with offices in nine Southeastern states, AmSouth Investment Services,
Inc., and AmSouth Leasing Corporation.
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