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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
May 10, 1994
(Date of earliest event reported)
AMSOUTH BANCORPORATION
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(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
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(Address, including zip code, of principal executive office)
(205) 320-7151
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(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 that Fortune Bancorp, Inc. has announced that it intends to
postpone the May 12 annual meeting of Fortune's shareholders and reschedule
the meeting for May 23 at 11:00 a.m. Fortune's stockholders will vote on the
pending merger of Fortune into AmSouth Bancorporation at the annual meeting.
Fortune and AmSouth have agreed to the postponement in order to
communicate to all shareholders a modification of the consideration to be paid
to the holders of Fortune's Preferred Stock in the proposed merger. The
modification involves an additional cash payment of approximately $1.81 per
preferred share, or a total of $2.5 million, to all Fortune preferred
shareholders. This cash payment is in addition to the 1.33 shares of AmSouth
common stock or an equivalent amount in cash originally agreed upon.
The modification of compensation to holders of the preferred stock
will not change the merger consideration to be paid to Fortune's common
stockholders and will not have any material effect on the pro forma financial
statements of the combined company. The companies will distribute information
describing the modification to all Fortune shareholders.
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SIGNATURES
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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: Maria B. Campbell
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Executive Vice President
Date: May 11, 1994
