<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
December 8, 1994
(Date of earliest event reported)
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)
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Item 5. Other Events.
AmSouth Bancorporation ("AmSouth") is filing this Current Report on Form
8-K to report the following:
(a) On December 15, 1994, AmSouth issued a press release announcing that
it is restructuring its balance sheet and as a result will take fourth
quarter charges totalling approximately $53 million, or $.57 per share. The
press release is attached as Exhibit 99 and incorporated as a part of this
Current Report on Form 8-K.
(b) Paragraph (C) of Article VIII of the Agreement and Plan of Merger
dated as of March 9, 1994 (the "Agreement") between AmSouth and The Tampa
Banking Company ("Tampa") provides that either party may terminate the
Agreement if the merger of Tampa with and into AmSouth has not occurred by
January 3, 1995 or such later date as may be agreed upon by the parties. By
letter dated December 8, 1994, AmSouth and Tampa agreed upon January 19,
1995 as the applicable date for Paragraph (C) of Article VIII of the
Agreement.
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Item 7. Financial Statements and Exhibits.
The following exhibit is filed as part of this Current Report on Form
8-K.
Exhibit No. Exhibit
99 Press Release dated
December 15, 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: /s/ Carl L. Gorday
-----------------------
Carl L. Gorday
Assistant Secretary
Date: December 29, 1994
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Exhibit Index to Exhibits
99 Press Release dated
December 15, 1994
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Exhibit 99
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News AmSouth Bancorporation
Release Post Office Box 11007
Birmingham, Alabama 35288
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AMSOUTH
FOR IMMEDIATE RELEASE
Contact: Ricky Thomas (205) 307-4121
List Underwood (205) 801-0265
AmSouth takes $53 million in fourth quarter charges primarily to reduce future
interest rate risk
BIRMINGHAM, ALABAMA, DECEMBER 15, 1994 -- AmSouth Bancorporation (NYSE:ASO)
announced today that it is restructuring its balance sheet to reduce future
interest rate risk and as a result will take fourth quarter charges totaling
approximately $53 million, or $.57 per share.
AmSouth chairman and chief executive officer, John W. Woods, said the
company is taking these charges primarily to reduce its interest rate
sensitivity in the current rising interest rate environment, particularly in
view of recent very sharp increases in short-term rates. The earnings impact of
recent rapid increases in interest rates has been compounded by AmSouth's
acquisitions of several large thrifts over the past 12 months.
The effect of the $.57 per share charge is to essentially offset any
earnings for the fourth quarter, with earnings per share for the year now
estimated to be in the $2.25 to $2.30 range.
The sale of $369 million of selected securities from the company's
available for sale portfolio will account for $29 million of the pretax charge,
while interest rate swap contracts represent $17 million of the pretax charge.
An additional charge of $7
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million is being taken primarily to rebuild operating reserves to levels
consistent with the growth AmSouth has experienced over the course of 1994.
The securities being sold consist of low yielding U.S. Treasury securities
and U.S. agency mortgage-backed securities with both fixed and floating rates.
AmSouth will reinvest proceeds from these sales in shorter-term securities.
"We believe that this reduces our interest rate sensitivity going forward
and will also have a positive impact on future earnings," Woods said.
"Loan growth continues to be strong, and we have had great success in our
recent CD promotion by raising over $850 million of longer-term deposits and
adding 17,000 new customers. These new deposits also reduce our interest rate
sensitivity going forward. The company is continuing to make progress on a
number of revenue enhancement and expense control initiatives, the benefits of
which should be realized over the next year," Woods added.
"Our primary focus continues to be the full integration of our newly
acquired Florida and northwest Georgia franchises as well as rebuilding our
earnings momentum in 1995," he concluded.
At September 30, 1994 AmSouth Bancorporation reported assets of $16.9
billion and shareholders' equity of $1.3 billion, with an equity to assets ratio
of 7.82%. Net income for the nine month period ended September 30, 1994 was
$125.9 million or $2.25 per share. The company operates 309 banking offices in
four southeastern states: 145 banking offices in Alabama, 137 offices in
Florida, 21 offices in Tennessee and six in Georgia. Bank-related affiliates
include AmSouth Mortgage Company, Inc., AmSouth Investment Services, Inc., and
AmSouth Leasing Corporation.
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