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Previous: AMSOUTH BANCORPORATION, 8-K, 1994-04-11 |
Next: ALLEGHENY POWER SYSTEM INC, DEF 14A, 1994-04-11 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(Amendment No. Two to Form 8-K filed March 22, 1994)
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1994
--------------
AmSOUTH BANCORPORATION
----------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7476 63-0591257
-------- ------ ----------
(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)
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
On March 22, 1994 AmSouth Bancorporation ("AmSouth") filed a report on Form 8-K
presenting pro forma financial statements giving effect to certain pending
mergers and acquisitions as of December 31, 1993, as described in Item 5 of that
Form 8-K. AmSouth revised those pro forma financial statements to reflect
the reclassification of certain liabilities and filed a Form 8-K/A on April 4,
1994 to amend the March 22, 1994 Form 8-K by substituting the pro forma
financial statements filed as part of that Form 8-K/A for the pro forma
financial statements filed with the March 22, 1994 Form 8-K. Due to a
typographical error the amount of the "Other Borrowed Funds" shown in the
"AmSouth and Fortune Pro Forma Combined" column of the Unaudited Pro Forma
Combined Condensed Statement of Condition was incorrectly listed as "677,648"
instead of "647,648." This form 8-K/A is being filed to substitute corrected
pro forma financial statements for the pro forma financial statements that were
part of the Form 8-K/A filed on April 4, 1994.
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
December 31, 1993
Unaudited Pro Forma Combined Condensed Statement of Earnings for the
twelve months 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 December 31, 1993, gives effect to (i) the pending acquisitions of OBC,
FloridaBank, Parkway, Calhoun, and Citizens by AmSouth, assuming such
acquisitions are accounted for as poolings of interests, and (ii) the pending
acquisition of Fortune, assuming such acquisition is treated as a purchase for
accounting purposes, as if all such transactions had been consummated on
December 31, 1993. The effect of the Tampa acquisition is not expected to be
material to the unaudited pro forma combined condensed statement of condition
and is not included.
The following unaudited pro forma combined condensed statement of earnings for
the twelve months ended December 31, 1993, gives effect to (i) the pending
acquisitions of OBC, FloridaBank, Parkway, Calhoun and Citizens assuming such
acquisitions are accounted for as poolings of interests, and (ii) the pending
acquisition of Fortune 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 effect of the Tampa acquisition is not
expected to be material to the unaudited pro forma combined condensed statement
of earnings and is not included.
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
AS OF DECEMBER 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
AMSOUTH &
FORTUNE
PRO FORMA
AMSOUTH FORTUNE ADJUSTMENTS COMBINED OBC
------- ------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 577,006 $ 40,809 $ 2,565 (C) $ 620,380 20,620
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 133,873 70,741 0 204,614 21,025
Trading Account Securities 94,844 0 0 94,844 0
Securities Held For Sale 1,289,196 370,846 0 1,660,042 0
Investment Securities 1,618,233 630,242 5,437 (B) 2,253,912 52,584
Mortgage Loans Held For Sale 335,435 129,295 0 464,730 0
Loans, Net of Unearned Income 7,930,224 1,390,374 (2,442)(A) 9,318,156 249,243
Less Allowance for Loan Losses 118,089 28,793 0 146,882 8,938
------------ ----------- ------------ ------------ ----------
Net Loans 7,812,135 1,361,581 (2,442) 9,171,274 240,305
Premises and Equipment, Net 216,715 36,677 (11,093)(B) 242,299 8,392
Other Real Estate Owned 23,714 7,055 0 30,769 3,744
Intangible Assets 132,202 13,549 (13,549)(A) 258,043 1,332
125,841 (E)
Mortgage Servicing Rights 32,649 25,109 614 (B) 58,372 0
Other Assets 281,869 61,261 (1,622)(A) 341,508 6,433
------------ ----------- ------------ ------------ ----------
$ 12,547,871 $ 2,747,165 $ 105,751 $ 15,400,787 $ 354,435
=========== ========== =========== =========== =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $ 9,567,882 $ 1,792,063 $ 16,143 (B) $ 11,376,088 $ 322,525
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 791,184 369,071 0 1,160,255 1,540
Other Borrowed Funds 612,068 35,580 0 647,648 0
Long-Term Debt 163,142 235,044 (17,044)(D) 526,562 4,000
142,488 (E)
2,932 (B)
------------ ----------- ------------ ------------ ----------
Total Deposits and Interest-
Bearing Liabilities 11,134,276 2,431,758 144,519 13,710,553 328,065
Other Liabilities 323,586 147,504 1,000 (A) 474,197 3,360
5,900 (A)
(2,789)(A)
12,090 (B)
(13,094)(B)
------------ ----------- ------------ ------------ ----------
Total Liabilities 11,457,862 2,579,262 147,626 14,184,750 331,425
Shareholders' Equity:
Preferred Stock 0 14 (14)(E) 0 0
Common Stock 51,016 56 (65)(E) 55,497 679
2 (C)
7 (D)
4,481 (E)
Capital Surplus 446,344 111,057 (130,657)(E) 567,891 8,407
2,563 (C)
17,037 (D)
121,547 (E)
Retained Earnings 619,766 56,776 (21,724)(A) 619,766 13,924
(11,939)(E)
(23,113)(B)
------------ ----------- ------------ ------------ ----------
1,117,126 167,903 (41,875) 1,243,154 23,010
Less: Cost of Common Stock in Treasury 24,173 0 0 24,173 0
Deferred Compensation on
Restricted Stock 2,944 0 0 2,944 0
------------ ----------- ------------ ------------ ----------
Total Shareholders' Equity 1,090,009 167,903 (41,875) 1,216,037 23,010
------------ ----------- ------------ ------------ ----------
$ 12,547,871 $ 2,747,165 $ 105,751 $ 15,400,787 $ 354,435
============ =========== =========== ============ =========
</TABLE>
<TABLE>
<CAPTION>
AMSOUTH, AMSOUTH
FORTUNE & FORTUNE, OBC &
OBC FLORIDABANK
PRO FORMA FLORIDA PRO FORMA
ADJUSTMENTS COMBINED BANK ADJUSTMENTS COMBINED**
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 0 $ 641,000 $ 5,001 $ 0 $ 646,001
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 0 225,639 229 0 225,868
Trading Account Securities 0 94,844 0 0 94,844
Securities Held For Sale 0 1,660,042 4,778 0 1,664,820
Investment Securities 0 2,306,496 103,955 0 2,410,451
Mortgage Loans Held For Sale 0 464,730 9,494 0 474,224
Loans, Net of Unearned Income (4,000)(F) 9,563,399 139,485 0 9,702,884
Less Allowance for Loan Losses 0 155,820 2,058 0 157,878
----------- ----------- ------------ ------------ ------------
Net Loans (4,000) 9,407,579 137,427 0 9,545,006
Premises and Equipment, Net 0 250,691 3,965 0 254,656
Other Real Estate Owned 0 34,513 595 0 35,108
Intangible Assets 0 259,375 0 0 259,375
Mortgage Servicing Rights 0 58,372 0 0 58,372
Other Assets 0 347,941 6,008 0 353,949
----------- ----------- ------------ ------------ ------------
$ (4,000) $ 15,751,222 $ 271,452 $ 0 $ 16,022,674
=========== =========== ============ ============ ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing Liabilities:
Deposits $ 0 $ 11,698,613 $ 202,600 $ 0 $ 11,901,213
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 0 1,161,795 0 0 1,161,795
Other Borrowed Funds 0 647,648 47,750 0 695,398
Long-Term Debt (4,000)(F) 526,562 6,500 0 533,062
----------- ----------- ------------ ------------ ------------
Total Deposits and Interest-
Bearing Liabilities (4,000) 14,034,618 256,850 0 14,291,468
Other Liabilities 0 477,557 2,680 0 480,237
----------- ----------- ------------ ------------ ------------
Total Liabilities (4,000) 14,512,175 259,530 0 14,771,705
Shareholders' Equity:
Preferred Stock 0 0 0 0 0
Common Stock (679)(G) 56,829 1,541 (1,541)(H) 57,584
1,332 (G) 755 (H)
Capital Surplus (653)(G) 575,645 5,388 786 (H) 581,819
Retained Earnings 0 633,690 4,993 0 638,683
----------- ----------- ------------ ------------ ------------
0 1,266,164 11,922 0 1,278,086
Less: Cost of Common Stock in Treasury 0 24,173 0 0 24,173
Deferred Compensation on
Restricted Stock 0 2,944 0 0 2,944
----------- ----------- ------------ ------------ ------------
Total Shareholders' Equity 0 1,239,047 11,922 0 1,250,969
----------- ----------- ------------ ------------ ------------
$ (4,000) $ 15,751,222 $ 271,452 $ 0 $ 16,022,674
=========== =========== ============ ============ ============
</TABLE>
** Continued on next page
See Notes to Unaudited Pro Forma Combined Condensed Statement of Condition.
<PAGE>
<TABLE>
<CAPTION>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
AS OF DECEMBER 31, 1993
(In Thousands)
AMSOUTH, AMSOUTH,
FORTUNE, FORTUNE, OBC,
OBC & FLORIDABANK
FLORIDABANK & PARKWAY
PRO FORMA PRO FORMA
COMBINED** PARKWAY ADJUSTMENTS COMBINED CALHOUN ADJUSTMENTS
----------- ------- ----------- ------------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 646,001 $ 4,410 $ 0 $ 650,411 $ 1,297 $ 0
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 225,868 6,680 0 232,548 4,765 0
Trading Account Securities 94,844 0 0 94,844 0 0
Securities Held For Sale 1,664,820 0 0 1,664,820 13,249 0
Investment Securities 2,410,451 29,769 0 2,440,220 0 0
Mortgage Loans Held For Sale 474,224 0 0 474,224 356 0
Loans, Net of Unearned Income 9,702,884 79,433 0 9,782,317 51,017 0
Less Allowance for Loan Losses 157,878 1,000 0 158,878 450 0
------------ --------- ---------- ------------- ---------- ----------
Net Loans 9,545,006 78,433 0 9,623,439 50,567 0
Premises and Equipment, Net 254,656 3,282 0 257,938 1,208 0
Other Real Estate Owned 35,108 2,366 0 37,474 0 0
Intangible Assets 259,375 0 0 259,375 0 0
Mortgage Servicing Rights 58,372 0 0 58,372 0 0
Other Assets 353,949 1,811 0 355,760 785 0
------------ --------- ---------- ------------- ---------- ----------
$ 16,022,674 $ 126,751 $ 0 $ 16,149,425 $ 72,227 $ 0
============ ========= ========== ============= ========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing
Liabilities:
Deposits $ 11,901,213 $ 115,888 $ 0 $ 12,017,101 $ 59,169 $ 0
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 1,161,795 0 0 1,161,795 0 0
Other Borrowed Funds 695,398 0 0 695,398 0 0
Long-Term Debt 533,062 1,310 (1,310)(J) 533,062 0 0
------------ --------- ---------- ------------- ---------- ----------
Total Deposits and Interest-
Bearing Liabilities 14,291,468 117,198 (1,310) 14,407,356 59,169 0
Other Liabilities 480,237 935 0 481,172 1,512 0
------------ --------- ---------- ------------- ---------- ----------
Total Liabilities 14,771,705 118,133 (1,310) 14,888,528 60,681 0
Shareholders' Equity:
Preferred Stock 0 0 0 0 0 0
Common Stock 57,584 10 (10)(I) 58,154 4 (4)(K)
490 (I) 414 (K)
80 (J)
Capital Surplus 581,819 5,002 (480)(I) 587,571 3,917 (410)(K)
1,230 (J)
Retained Earnings 638,683 3,606 0 642,289 7,625 0
------------ --------- ---------- ------------- ---------- ----------
1,278,086 8,618 1,310 1,288,014 11,546 0
Less: Cost of Common Stock in Treasury 24,173 0 0 24,173 0 0
Deferred Compensation on
Restricted Stock 2,944 0 0 2,944 0 0
------------ --------- ---------- ------------- ---------- ----------
Total Shareholders' Equity 1,250,969 8,618 1,310 1,260,897 11,546 0
------------ --------- ---------- ------------- ---------- ----------
$ 16,022,674 $ 126,751 $ 0 $ 16,149,425 $ 72,227 $ 0
============ ========= ========== ============= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
AMSOUTH,
FORTUNE, OBC,
FLORIDABANK,
PARKWAY &
CALHOUN TOTAL
PRO FORMA PRO FORMA
COMBINED CITIZENS ADJUSTMENTS COMBINED
------------- -------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and Due From Banks $ 651,708 $ 12,068 $ 0 $ 663,776
Federal Funds Sold and Securities
Purchased Under Agreements to Resell 237,313 16,825 0 254,138
Trading Account Securities 94,844 0 0 94,844
Securities Held For Sale 1,678,069 4,793 0 1,682,862
Investment Securities 2,440,220 43,768 0 2,483,988
Mortgage Loans Held For Sale 474,580 392 0 474,972
Loans, Net of Unearned Income 9,833,334 215,574 0 10,048,908
Less Allowance for Loan Losses 159,328 2,328 0 161,656
------------ --------- ---------- -------------
Net Loans 9,674,006 213,246 0 9,887,252
Premises and Equipment, Net 259,146 5,196 0 264,342
Other Real Estate Owned 37,474 1,415 0 38,889
Intangible Assets 259,375 0 0 259,375
Mortgage Servicing Rights 58,372 0 0 58,372
Other Assets 356,545 2,431 0 358,976
------------ --------- ---------- -------------
$ 16,221,652 $ 300,134 $ 0 $ 16,521,786
============ ========= ========== =============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits and Interest-Bearing
Liabilities:
Deposits $ 12,076,270 $ 269,982 $ 0 $ 12,346,252
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 1,161,795 453 0 1,162,248
Other Borrowed Funds 695,398 1,000 0 696,398
Long-Term Debt 533,062 10,000 0 543,062
------------ --------- ---------- -------------
Total Deposits and Interest-
Bearing Liabilities 14,466,525 281,435 0 14,747,960
Other Liabilities 482,684 474 0 483,158
------------ --------- ---------- -------------
Total Liabilities 14,949,209 281,909 0 15,231,118
Shareholders' Equity:
Preferred Stock 0 0 0 0
Common Stock 58,568 41 (41)(L) 60,052
1,484 (L)
Capital Surplus 591,078 10,961 (1,443)(L) 600,596
Retained Earnings 649,914 7,223 0 657,137
------------ --------- ---------- -------------
1,299,560 18,225 0 1,317,785
Less: Cost of Common Stock in Treasury 24,173 0 0 24,173
Deferred Compensation on
Restricted Stock 2,944 0 0 2,944
------------ --------- ---------- -------------
Total Shareholders' Equity 1,272,443 18,225 0 1,290,668
------------ --------- ---------- -------------
$ 16,221,652 $ 300,134 $ 0 $ 16,521,786
============ ========= ========== =============
</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
(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 $ (10,272)
(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 fees-FASB 91 (2,442)
(7) To establish deferred taxes on applicable items
above assuming a 38% tax rate 2,789
-----------
$ (21,724)
===========
</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 $ 126,028
Cash consideration 142,488
-----------------
268,516
Estimated acquisition costs 12,090
-----------------
$ 280,606
=================
Net assets acquired:
Shareholders' equity $ 167,903
Shareholders' equity adjustments from Note C 2,565
Shareholders' equity adjustments from Note D 17,044
Adjustments from Note A (21,724)
Fair value adjustments:
Investment securities 5,437
Fixed assets-buildings and land (11,093)
Purchased mortgage servicing rights 614
Deposits (16,143)
Long-term debt (2,932)
--------
(24,117)
Deferred taxes at 38% on applicable items 13,094
Cost in excess of fair value of net assets acquired 125,841
-----------------
$ 280,606
=================
</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 160,314
Average exercise price per share 16.00
------------------
Proceeds from exercise $ 2,565
==================
</TABLE>
The impact upon Fortune's statement of condition as a result of the
exercise will be the issuance of 160,314 shares of $0.01 par value common
stock with a resulting $2 increase in common stock, a $2,563 increase in
capital surplus and a $2,565 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) Fortune's 10% subordinated convertible debentures are assumed to be
converted into Fortune common stock before the merger as follows:
<TABLE>
<S> <C>
Outstanding subordinated convertible debentures $ 17,044
Fortune conversion ratio 25.5
-----------------
Fortune shares issued upon conversion 668,000
=================
</TABLE>
The impact upon Fortune's statement of condition as a result of the
conversion will be the issuance of approximately 668,000 shares of $0.01
par value common stock with a resulting $7 increase in common stock, a
$17,037 increase in capital surplus and a $17,044 reduction in other
borrowed funds.
(E) 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. The transaction is valued at
$268,516, and the consideration will be comprised of approximately 50%
cash and 50% AmSouth Common Stock (subject to adjustment based upon the
average price per share of AmSouth Common Stock). The cash consideration
is assumed to be funded by AmSouth's issuance of $142,488 of long-term
debt at an assumed interest rate of 6.95%.
Based upon an average price per share of AmSouth Common Stock of $28.125,
approximately 4,481,000 shares of AmSouth Common Stock will be issued with
a resulting $4,481 increase to common stock and a $121,547 increase in
capital surplus. The remaining capital of Fortune, after all fair value
adjustments and accounting adjustments will be eliminated.
(F) To eliminate intercompany loan.
(G) Upon consummation of the merger with OBC, each share of OBC common stock
will be converted into 0.4907 of a share of AmSouth Common Stock. The OBC
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 OBC. The unaudited pro forma financial
statements have been prepared assuming that AmSouth will issue in the
aggregate 1,332,469 (0.4907 X 2,715,445) shares of AmSouth Common Stock to
the shareholders of OBC. A reclassification from capital surplus to common
stock results from the issuance of the shares.
(H) Upon consummation of the merger with FloridaBank, each share of
FloridaBank common stock will be converted into 0.4902 of a share of
AmSouth Common Stock. The FloridaBank 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
FloridaBank. The unaudited pro forma financial statements have been
prepared assuming that AmSouth will issue in the aggregate approximately
755,000 (0.4902 X 1,541,000) shares of AmSouth Common Stock to the
shareholders of FloridaBank. A reclassification from common stock to
capital surplus results from the issuance of the shares.
(I) Upon consummation of the merger with Parkway, each share of Parkway common
stock will be 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 assuming that AmSouth
will issue in the aggregate 489,597 (0.4886 X 1,002,041) 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.
(J) Parkway's mandatory 9% convertible subordinated debentures are assumed to
be converted into 163,750 shares of Parkway common stock which converts
into approximately 80,000 (0.4886 X 163,750) shares of AmSouth Common
Stock. The impact upon shareholders' equity is to increase common stock by
$80 and capital surplus by $1,230.
<PAGE>
(K) Upon consummation of the merger with Calhoun, each share of Calhoun common
stock will be 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 assuming that AmSouth
will issue in the aggregate 413,957 (0.9991 X 414,330) 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.
(L) Upon consummation of the merger with Citizens, each share of Citizens
common stock will be 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 assuming that
AmSouth will issue in the aggregate 1,483,800 (0.3609 X 4,111,388) 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>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
AMSOUTH
AMSOUTH & MID-STATE
MID-STATE FEDERAL &
FEDERAL FORTUNE
MID-STATE ADJUST- PRO FORMA ADJUST- PRO FORMA
AMSOUTH FEDERAL (A) MENTS COMBINED FORTUNE (C) MENTS COMBINED
------- ----------- ------- --------- ----------- ------- ---------
<S> <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
Interest Expense 314,884 28,324 (2,418)(B) 340,790 93,291 (1,704)(D) 435,433
9,903 (E)
(6,847)(F)
-------- ------- ------- --------- -------- -------- --------
Gross Interest Margin 462,077 26,750 (999) 487,828 69,545 (1,896) 555,477
Provision for Loan Losses 18,980 2,937 0 21,917 17,691 0 39,608
-------- ------- ------- --------- -------- -------- --------
Net Interest Margin 443,097 23,813 (999) 465,911 51,854 (1,896) 515,869
Noninterest Revenues 194,361 7,679 0 202,040 3,146 0 205,186
Noninterest Expenses 420,087 17,708 1,962 (B) 439,757 57,009 5,891 (F) 502,657
-------- ------- ------- --------- -------- -------- --------
Income Before Applicable Taxes 217,371 13,784 (2,961) 228,194 (2,009) (7,787) 218,398
Applicable Income Taxes 71,144 5,880 (448)(B) 76,576 (3,673) 648 (D) 72,336
(3,763)(E)
2,548 (F)
-------- ------- ------- --------- -------- -------- --------
Net Income $146,227 $ 7,904 $(2,513) $ 151,618 $ 1,664 $ (7,220) $146,062
======== ======= ======= ========= ======== ======== ========
Earnings Per Common Share $ 3.10
========
Average Common Shares Outstanding 47,153
========
<CAPTION>
AMSOUTH
MID-STATE
FEDERAL,
FORTUNE &
OBC
ADJUST- PRO FORMA
OBC MENTS COMBINED**
------ ------- ----------
<S> <C> <C> <C>
Revenue from Earning Assets $25,495 $ 0 $1,016,405
Interest Expense 6,383 0 441,816
------- ---- ----------
Gross Interest Margin 19,112 0 574,589
Provision for Loan Losses 6,400 0 46,008
------- ---- ----------
Net Interest Margin 12,712 0 528,581
Noninterest Revenues 6,390 0 211,576
Noninterest Expenses 19,386 0 522,043
------- ---- ----------
Income Before Applicable Taxes (284) 0 218,114
Applicable Income Taxes 45 0 72,381
------- ---- ----------
Net Income $ (329) $ 0 $ 145,733
======= ==== ==========
Earnings Per Common Share
Average Common Shares Outstanding
</TABLE>
** Continued on next page
See Notes to Unaudited Pro Forma Combined Condensed Statements of Earnings.
<PAGE>
AMSOUTH BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
AMSOUTH,
AMSOUTH, MID-STATE
AMSOUTH, MID-STATE FEDERAL,
MID-STATE FEDERAL, FORTUNE,
FEDERAL, FORTUNE, OBC,
FORTUNE & OBC & FLORIDABANK
OBC FLORIDABANK & PARKWAY
PRO FORMA FLORIDA ADJUST- PRO FORMA ADJUST- PRO FORMA
COMBINED** BANK MENTS COMBINED PARKWAY MENTS COMBINED
---------- -------- ------- ----------- ------- ------- -----------
<S> <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
Interest Expense 441,816 9,806 0 451,622 3,791 (118)(G) 455,295
----------- -------- ---- ----------- ------- ------ -----------
Gross Interest Margin 574,589 7,371 0 581,960 4,634 118 586,712
Provision for Loan Losses 46,008 445 0 46,453 319 0 46,772
----------- -------- ---- ----------- ------- ------ -----------
Net Interest Margin 528,581 6,926 0 535,507 4,315 118 539,940
Noninterest Revenues 211,576 2,008 0 213,584 1,566 0 215,150
Noninterest Expenses 522,043 10,239 0 532,282 4,220 0 536,502
----------- -------- ---- ----------- ------- ------ -----------
Income Before Applicable Taxes 218,114 (1,305) 0 216,809 1,661 118 218,588
Applicable Income Taxes 72,381 (304) 0 72,077 631 45 (G) 72,753
----------- -------- ---- ----------- ------- ------ -----------
Net Income $ 145,733 $ (1,001) $ 0 $ 144,732 $ 1,030 $ 73 $ 145,835
=========== ======== ==== =========== ======= ====== ===========
Earnings Per Common Share
Average Common Shares Outstanding
<CAPTION>
AMSOUTH,
MID-STATE
FEDERAL,
FORTUNE,
OBC,
FLORIDABANK,
PARKWAY &
CALHOUN TOTAL
ADJUST- PRO FORMA ADJUST- PRO FORMA
CALHOUN (H) MENTS COMBINED CITIZENS MENTS COMBINED
----------- ------- ----------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenue from Earning Assets 5,284 $ 0 $ 1,047,291 $ 20,994 $ 0 $ 1,068,285
Interest Expense 2,107 0 457,402 8,259 0 465,661
----- ---- ----------- -------- ---- -----------
Gross Interest Margin 3,177 0 589,889 12,735 0 602,624
Provision for Loan Losses 119 0 46,891 1,731 0 48,622
----- ---- ----------- -------- ---- -----------
Net Interest Margin 3,058 0 542,998 11,004 0 554,002
Noninterest Revenues 535 0 215,685 1,310 0 216,995
Noninterest Expenses 1,678 0 538,180 8,763 0 546,943
----- ---- ----------- -------- ---- -----------
Income Before Applicable Taxes 1,915 0 220,503 3,551 0 224,054
Applicable Income Taxes 692 0 73,445 1,235 0 74,680
----- ---- ----------- -------- ---- -----------
Net Income 1,223 $ 0 $ 147,058 $ 2,316 $ 0 $ 149,374
===== ==== =========== ======== ==== ===========
Earnings Per Common Share 2.57
===========
Average Common Shares Outstanding 58,150
===========
</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
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 estimated fair values, as
set forth below and included in the Unaudited Pro Forma Combined
Condensed Statement of Condition are as follows:
<TABLE>
<CAPTION>
Purchase Twelve Months
Discount Ended December 31, 1993
(Premium) Accretion (Amortization)
--------------------------------------------
<S> <C> <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>
Year Deduct Three Add Three Twelve Months
Ended Months Ended Months 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 are assumed to be converted in Note (D) of
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition as
follows:
<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 6.95% on $142,488 of AmSouth long-term debt
which is assumed to be issued in Note (E) of Notes to Unaudited Pro Forma
Combined Condensed Statement of Condition as follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
1993
-----------
<S> <C>
Increase in Interest Expense $ (9,903)
Increase in Pro Forma Net Income due to
38% Taxes 3,763
-----------
Decrease in Pro Forma Net Income $ (6,140)
===========
</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
Discount Ended December 31, 1993
(Premium) Accretion (Amortization)
-----------------------------------------
<S> <C> <C> <C>
Investment Securities $ (5,437) $ (544)
-------
Decrease in Revenues from
Earning Assets $ (544) $ (544)
=======
Deposits 16,143 $ 5,381
Long-Term Debt 2,932 1,466
-------
Decrease in Interest Expense $ 6,847 6,847
=======
Fixed Assets-Buildings and Land 11,093 555
Purchased Mortgage
Servicing Rights (614) (154)
Excess of Cost Over Fair Value
of Net Assets Acquired (125,841) (6,292)
-------
Increase in Noninterest Expenses $(5,891) (5,891)
=======
Decrease in Pro Forma Net Income due to 38% taxes (2,548)
-------
Decrease in Pro Forma Net Income $(2,136)
=======
</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 $ (3,092)
1995 (4,048)
1996 (5,005)
1997 (5,659)
1998 (6,312)
</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 on
an accelerated method. Therefore, the expected reduction in earnings and
shareholders' equity increases for each year ending December 31, 1994-1998.
<PAGE>
(G) To eliminate interest expense on $1,310 of Parkway's 9% convertible
subordinated debentures which are assumed to be converted in Note (J) of
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition as
follows:
<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>
(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>
Year Deduct Three Add Three Twelve Months
Ended Months Ended Months 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>
<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: April 11, 1994
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