<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 COMMISSION FILE NUMBER 1-7476
AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0591257
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1400 AMSOUTH-SONAT TOWER 35203
BIRMINGHAM, ALABAMA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(205) 320-7151
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
As of November 10, 1995, AmSouth Bancorporation had 58,500,913 shares of
common stock outstanding.
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<PAGE>
AMSOUTH BANCORPORATION
FORM 10-Q
INDEX
PAGE
----
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statement of Condition--September 30, 1995,
December 31, 1994 and September 30, 1994.................. 1
Consolidated Statement of Earnings--Nine months and three
months ended September 30, 1995 and 1994.................. 2
Consolidated Statement of Shareholders' Equity--Nine months
ended September 30, 1995.................................. 3
Consolidated Statement of Cash Flows--Nine months ended
September 30, 1995 and 1994............................... 4
Notes to Consolidated Financial Statements................. 5
Independent Accountants' Review Report..................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 8
Part II. Other Information
Item 5. Other Information....................................... 20
Item 6. Exhibits and Reports on Form 8-K........................ 20
Signatures........................................................... 21
Exhibit Index........................................................ 22
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31 SEPTEMBER 30
1995 1994 1994
------------ ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and due from banks................ $ 594,064 $ 616,639 $ 821,865
Federal funds sold and securities pur-
chased under agreements to resell..... 7,250 152,525 102,579
Trading securities..................... 11,128 6,383 5,823
Available-for-sale securities.......... 522,805 383,039 616,256
Held-to-maturity securities (market
value of $3,273,713, $3,169,513 and
$3,298,941, respectively)............. 3,258,715 3,336,557 3,396,617
Mortgage loans held for sale........... 70,841 130,223 192,001
Loans.................................. 12,001,811 11,496,121 11,085,348
Less:Allowance for loan losses......... 179,550 171,167 164,756
Unearned income...................... 79,355 66,214 76,985
----------- ----------- -----------
Net loans............................ 11,742,906 11,258,740 10,843,607
Premises and equipment, net............ 275,845 282,095 270,873
Customers' acceptance liability........ 1,631 6,979 2,779
Accrued interest receivable and other
assets................................ 519,050 604,771 616,787
----------- ----------- -----------
$17,004,235 $16,777,951 $16,869,187
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits and interest-bearing liabili-
ties:
Deposits:
Noninterest-bearing demand............ $ 1,768,953 $ 1,902,310 $ 1,880,201
Interest-bearing demand............... 3,784,405 4,071,212 4,017,362
Savings............................... 995,434 901,738 935,474
Time.................................. 5,738,072 5,384,469 4,990,997
Certificates of deposit of $100,000 or
more................................. 885,362 807,333 784,227
----------- ----------- -----------
Total deposits....................... 13,172,226 13,067,062 12,608,261
Federal funds purchased and securities
sold under agreements to repurchase.. 1,317,393 1,212,723 1,758,166
Other borrowed funds.................. 533,787 656,117 633,737
Long-term debt........................ 313,094 386,147 423,648
----------- ----------- -----------
Total deposits and interest-bearing
liabilities......................... 15,336,500 15,322,049 15,423,812
Acceptances outstanding................ 1,631 6,979 2,779
Accrued expenses and other liabilities. 278,885 138,465 124,099
----------- ----------- -----------
Total liabilities.................... 15,617,016 15,467,493 15,550,690
----------- ----------- -----------
Shareholders' equity:
Preferred stock--no par value:
Authorized--2,000,000 shares;
Issued and outstanding--none.......... -0- -0- -0-
Common stock--par value $1 a share:
Authorized--200,000,000 shares
Issued--59,980,078, 59,556,269 and
59,526,410 shares, respectively....... 59,980 59,556 59,526
Capital surplus....................... 589,582 579,579 578,041
Retained earnings..................... 763,688 703,121 723,327
Cost of common stock in treasury--
1,500,000 shares..................... (24,173) (24,173) (24,173)
Deferred compensation on restricted
stock................................ (4,467) (3,031) (4,869)
Unrealized gains/(losses) on avail-
able-for-sale securities, net of de-
ferred taxes......................... 2,609 (4,594) (13,355)
----------- ----------- -----------
Total shareholders' equity........... 1,387,219 1,310,458 1,318,497
----------- ----------- -----------
$17,004,235 $16,777,951 $16,869,187
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUE FROM EARNING ASSETS
Loans............................. $ 755,719 $ 564,747 $ 256,677 $ 217,263
Securities:
Trading securities............... 280 2,418 27 907
Available-for-sale securities.... 27,407 43,474 8,900 17,556
Held-to-maturity securities...... 160,018 129,913 52,706 56,010
--------- --------- --------- ---------
Total securities................. 187,705 175,805 61,633 74,473
Mortgage loans held for sale...... 4,265 9,901 1,192 2,803
Federal funds sold and securities
purchased under agreements to re-
sell............................. 998 2,229 13 792
--------- --------- --------- ---------
Total revenue from earning as-
sets............................ 948,687 752,682 319,515 295,331
INTEREST EXPENSE
Interest-bearing demand deposits.. 108,098 82,505 33,139 33,321
Savings deposits.................. 20,690 17,705 6,805 6,459
Time deposits..................... 243,032 126,472 85,870 51,505
Certificates of deposit of
$100,000 or more................. 39,159 23,584 14,018 9,358
Federal funds purchased and secu-
rities sold under agreements to
repurchase....................... 47,853 46,337 14,966 25,759
Other borrowed funds.............. 27,288 15,344 8,511 6,673
Long-term debt.................... 20,545 16,917 6,397 9,062
--------- --------- --------- ---------
Total interest expense........... 506,665 328,864 169,706 142,137
NET INTEREST INCOME............... 442,022 423,818 149,809 153,194
Provision for loan losses......... 30,049 9,954 9,398 4,773
--------- --------- --------- ---------
NET INTEREST INCOME AFTER PROVI-
SION FOR LOAN LOSSES............. 411,973 413,864 140,411 148,421
NONINTEREST REVENUES
Service charges on deposit ac-
counts........................... 62,014 50,313 21,651 17,749
Trust income...................... 36,811 34,574 12,339 11,140
Credit card income................ 10,833 9,206 3,906 3,116
Investment services income........ 8,238 10,847 2,324 3,472
Mortgage administration fees...... 8,353 16,505 136 6,545
Gain on sale of mortgage servic-
ing.............................. 28,807 11,922 1,313 11,738
Securities gains.................. 481 327 285 99
Portfolio income.................. 3,606 (2,064) 353 (3,213)
Other operating revenues.......... 20,815 19,958 6,120 5,170
--------- --------- --------- ---------
Total noninterest revenues....... 179,958 151,588 48,427 55,816
NONINTEREST EXPENSES
Salaries and employee benefits.... 173,661 171,253 52,832 60,860
Net occupancy expense............. 41,896 33,917 12,168 12,264
Equipment expense................. 39,090 30,415 11,213 10,696
FDIC premiums..................... 16,835 17,899 2,109 6,669
Amortization of goodwill.......... 11,983 7,479 4,059 3,884
Foreclosed properties expense..... (415) 666 (2) 455
Marketing expense................. 12,662 8,689 4,087 3,814
Postage and office supplies....... 17,576 16,646 5,684 6,077
Other operating expenses.......... 78,504 84,963 23,383 30,247
--------- --------- --------- ---------
Total noninterest expenses....... 391,792 371,927 115,533 134,966
INCOME BEFORE INCOME TAXES........ 200,139 193,525 73,305 69,271
Income taxes...................... 73,076 67,590 27,210 25,210
--------- --------- --------- ---------
Net income....................... $ 127,063 $ 125,935 $ 46,095 $ 44,061
========= ========= ========= =========
Average common shares outstanding. 58,273 56,021 58,418 58,894
Earnings per common share......... $ 2.18 $ 2.25 $ 0.79 $ 0.75
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
UNREALIZED
COMMON CAPITAL RETAINED TREASURY DEFERRED GAINS/(LOSSES)
STOCK SURPLUS EARNINGS STOCK COMPENSATION ON SECURITIES TOTAL
------- -------- -------- -------- ------------ -------------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1995................... $59,556 $579,579 $703,121 $(24,173) $(3,031) $(4,594) $1,310,458
Net income.............. -0- -0- 127,063 -0- -0- -0- 127,063
Cash dividends declared. -0- -0- (66,496) -0- -0- -0- (66,496)
Common stock transac-
tions:
Employee stock plans.... 424 10,003 -0- -0- (1,436) -0- 8,991
Unrealized gains on
available-for-sale
securities, net of
deferred taxes......... -0- -0- -0- -0- -0- 7,203 7,203
------- -------- -------- -------- ------- ------- ----------
Balance at September 30,
1995................... $59,980 $589,582 $763,688 $(24,173) $(4,467) $ 2,609 $1,387,219
======= ======== ======== ======== ======= ======= ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30
----------------------
1995 1994
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................. $ 127,063 $ 125,935
Adjustments to reconcile net income to net cash pro-
vided by operating activities
Provision for loan losses............................. 30,049 9,954
Foreclosed property recoveries........................ (322) (852)
Depreciation and amortization of premises and equip-
ment................................................. 20,768 18,367
Amortization of premiums and discounts on held-to-ma-
turity securities and available-for-sale securities.. (3,950) (859)
Net decrease in mortgage loans held for sale.......... 59,382 160,964
Net (increase) decrease in trading securities......... (2,748) 89,853
Net gains on sales of available-for-sale securities... (3,170) (491)
Net gains on calls of held-to-maturity securities..... (481) (327)
Net decrease in accrued interest receivable and other
assets............................................... 83,274 152,241
Net increase (decrease) in accrued expenses and other
liabilities.......................................... 74,399 (259,337)
Provision (benefit) for deferred income taxes......... 10,782 (879)
Amortization of intangible assets..................... 17,219 17,247
Other................................................. 802 (10,322)
--------- -----------
Net cash provided by operating activities............. 413,067 301,494
INVESTING ACTIVITIES
Proceeds from maturities and prepayments of available-
for-sale securities................................... 22,309 172,833
Proceeds from sales of available-for-sale securities... 219,606 1,413,932
Purchases of available-for-sale securities............. (336,671) (391,462)
Proceeds from maturities, prepayments and calls of
held-to-maturity securities........................... 237,658 281,678
Purchases of held-to-maturity securities............... (157,421) (1,475,524)
Net decrease in federal funds sold and securities pur-
chased under agreements to resell..................... 145,275 82,191
Net increase in loans.................................. (426,072) (896,852)
Net purchases of premises and equipment................ (12,835) (28,665)
Net cash used for acquisitions......................... (13,221) (109,351)
--------- -----------
Net cash used by investing activities................. (321,372) (951,220)
FINANCING ACTIVITIES
Net (decrease) increase in demand deposits and savings
accounts.............................................. (354,579) 49,545
Net increase in time deposits.......................... 379,582 351,953
Net increase in federal funds purchased and securities
sold under agreements to repurchase................... 104,670 485,840
Net decrease in other borrowed funds................... (133,330) (1,601)
Issuance of long-term debt............................. 765 149,084
Payments for maturing long-term debt................... (74,757) (101,075)
Cash dividends paid.................................... (44,278) (58,762)
Proceeds from employee stock plans..................... 7,657 4,974
Purchase and retirement of common stock................ -0- (31,290)
--------- -----------
Net cash (used) provided by financing activities...... (114,270) 848,668
--------- -----------
(Decrease) increase in cash and cash equivalents....... (22,575) 198,942
Cash and cash equivalents at beginning of period....... 616,639 614,698
Beginning consolidated cash balances of immaterial
pooling-of-interests entities......................... -0- 8,225
--------- -----------
Cash and cash equivalents at end of period............. $ 594,064 $ 821,865
========= ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
General--The consolidated financial statements conform to generally accepted
-------
accounting principles and to general industry practices. The accompanying
interim financial statements are unaudited; however, in the opinion of
management, all adjustments necessary for the fair presentation of the
consolidated financial statements have been included. All such adjustments are
of a normal recurring nature. The notes included herein should be read in
conjunction with the notes to consolidated financial statements included in
AmSouth Bancorporation's (AmSouth) 1994 annual report on Form 10-K.
The consolidated financial statements include the accounts of AmSouth and
its subsidiaries. All significant intercompany balances and transactions have
been eliminated. Results of operations of companies purchased are included
from the dates of acquisitions.
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of," (Statement 121) was issued by the Financial Accounting
Standards Board (FASB). Statement 121 requires that long-lived assets and
certain identifiable intangibles to be held and used by the entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. The impact of Statement
121, when adopted on January 1, 1996, on AmSouth's financial condition or
results of operations has not been determined at this time.
In May 1995, FASB issued Statement of Financial Accounting Standards No.
122, "Accounting for Mortgage Servicing Rights, an amendment of FASB Statement
No. 65" (Statement 122). FASB Statement No. 65, "Accounting for Certain
Mortgage Banking Activities," required separate capitalization of purchased
mortgage servicing rights but prohibited capitalization when servicing rights
were acquired through loan origination activities. Statement 122 will require
that purchased and originated mortgage servicing rights be accounted for in
the same manner. The impact of Statement 122, when adopted on January 1, 1996,
on AmSouth's financial condition or results of operations has not been
determined at this time.
Business Combinations--On June 23, 1994, AmSouth completed the acquisition
---------------------
of Fortune Bancorp, Inc. (Fortune) which was accounted for using the purchase
method of accounting through the issuance of approximately 4,474,000 shares of
common stock and payment of approximately $144.6 million in cash.
Approximately $172.5 million of goodwill resulting from the acquisition will
be amortized on a straight line basis over 20 years.
On February 16, 1995, AmSouth completed the acquisition of Community Federal
Savings Bank (Community), headquartered in Fort Oglethorpe, Georgia. Under the
terms of the agreement, AmSouth paid $65.50 for each of the outstanding shares
of Community common stock for a total purchase price of approximately $17.0
million. The transaction was accounted for using the purchase method of
accounting. Approximately $7.5 million of goodwill resulting from the
acquisition will be amortized on a straight line basis over 20 years. Due to
the immateriality of the transaction, pro forma information is not presented.
Cash Flows--For the nine months ended September 30, 1995 and 1994, AmSouth
----------
paid interest of $497,491,000 and $316,272,000, respectively, and income taxes
of $43,691,000 and $71,791,000, respectively. Noncash transfers from loans to
foreclosed properties for the nine months ended September 30, 1995 and 1994
were $11,050,000 and $23,369,000, respectively, and noncash transfers from
foreclosed properties to loans were $2,914,000 and $3,566,000, respectively.
5
<PAGE>
Loans--Effective January 1, 1995, AmSouth adopted Statement of Financial
-----
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan," as amended by Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures" (Statement 114). Impairment of a loan within the scope of
Statement 114 is to be recognized and reported based on the present value of
expected future cash flows discounted at the loan's effective interest rate,
at the loan's observable market price, or the fair value of the collateral if
the loan is collateral dependent. Impaired loans are specifically reviewed
loans for which it is probable that the creditor will be unable to collect all
amounts due according to the terms of the loan agreement. A valuation
allowance is required to the extent that the measure of the impaired loans is
less than the recorded investment. A loan is not impaired during a period of
delay in payment if the ultimate collectibility of all amounts due is
expected.
Statement 114 does not apply to larger groups of homogeneous loans such as
consumer installment, bankcard and residential real estate mortgage loans,
which are collectively evaluated for impairment. Impaired loans are therefore
primarily commercial loans and commercial real estate loans. At September 30,
1995, the recorded investment in loans that were considered to be impaired
under Statement 114 was $52.7 million (primarily all of which were on a
nonaccrual basis). Collateral dependent loans, which were measured at the fair
value of the collateral, constituted approximately 99% of impaired loans at
September 30, 1995. The recorded investment in these loans approximated the
fair value of the collateral resulting in no material balance in the allowance
for loan losses for impaired loans at September 30, 1995. The average recorded
investment in impaired loans for the three months and nine months ended
September 30, 1995 was approximately $56.9 million and $58.8 million,
respectively.
Payments received on impaired loans for which the ultimate collectibility of
principal is uncertain are generally applied first as principal reductions. No
material amount of interest income was recognized on impaired loans for the
three months and nine months ended September 30, 1995, respectively. The
impact of the adoption of Statement 114 was immaterial to AmSouth's
consolidated financial statements as of and for the three months and nine
months ended September 30, 1995. In accordance with Statement 114, no
retroactive application of its provision has been made to the consolidated
financial statements for the periods prior to January 1, 1995.
Goodwill--AmSouth reviews on a regular basis the carrying value of goodwill
--------
to determine if any impairment has occurred or if the period of recoverability
has changed.
Long-Term Debt--On May 19, 1994, AmSouth issued $150.0 million in 7 3/4%
--------------
Subordinated Notes Due 2004 at a discounted price of 99.389%. The net proceeds
to AmSouth after commissions totaled $148.1 million. The notes will mature on
May 15, 2004 and are not redeemable prior to maturity. The proceeds from the
notes were used for the Fortune acquisition. This debt qualifies as Tier 2
capital in calculating risk-adjusted capital ratios.
On November 6, 1995, AmSouth issued $150.0 million in 6.75% Subordinated
Debentures Due November 1, 2025 at a discounted price of 99.883%. The net
proceeds to AmSouth after commissions totaled $148.9 million. The debentures
will mature on November 1, 2025 and may be redeemed on November 1, 2005 at the
option of the registered holders thereof. Proceeds will be used for general
corporate purposes. This debt qualifies as Tier 2 capital in calculating risk
adjusted capital ratios.
Shareholders' Equity--On September 22, 1994, AmSouth purchased 1,000,000
--------------------
shares of AmSouth Common Stock at a cost of $31.3 million for the sole purpose
of replenishing shares issued by AmSouth in connection with its purchase of
Fortune.
On October 19, 1995, AmSouth's Board of Directors approved the repurchase by
AmSouth of up to an aggregate of 2,265,000 shares of its common stock through
December 31, 1998 for the sole purpose of satisfying requirements of employee
benefit, dividend reinvestment and other stock issuance plans. This
authorization replaces a previously approved share repurchase program.
6
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors
AmSouth Bancorporation
We have reviewed the accompanying consolidated statement of condition of
AmSouth Bancorporation and subsidiaries as of September 30, 1995 and 1994, and
the related consolidated statement of earnings for the three-month and nine-
month periods ended September 30, 1995 and 1994, and the consolidated
statement of cash flows for the nine-month periods ended September 30, 1995
and 1994. These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of AmSouth Bancorporation
and subsidiaries as of December 31, 1994, and the related consolidated
statements of earnings, shareholders' equity, and cash flows for the year then
ended (not presented herein) and in our report dated January 31, 1995, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying consolidated
statement of condition as of December 31, 1994, is fairly stated, in all
material respects, in relation to the consolidated statement of condition from
which it has been derived.
/s/ Ernst & Young LLP
November 7, 1995
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
AmSouth reported net income of $127.1 million for the nine months ended
September 30, 1995 compared to $125.9 million for the same period of 1994. On
a per common share basis, AmSouth earned $2.18 and $2.25, respectively. Year-
to-date net income for 1995 included a pre-tax gain of $25.0 million from the
sale of AmSouth's third party mortgage servicing portfolio to GE Capital
Mortgage Services, Inc. Also included in year-to-date net income are expenses
of $22.2 million associated primarily with AmSouth's recent productivity
initiatives including business and branch consolidations and the development
of new financial systems. Year-to-date earnings for 1995 resulted in an
annualized return on average assets (ROA) of 1.01% and an annualized return on
average equity (ROE) of 12.62% compared to 1.13% and 13.56%, respectively, for
the first nine months of 1994.
Net income for the third quarter of 1995 was $46.1 million, a 4.6% increase
over net income of $44.1 million for the third quarter of 1994. On a per
common share basis, net income for the third quarter was $.79 compared to $.75
for the same period of 1994. ROA and ROE for the third quarter were 1.09% and
13.38%, respectively, compared to 1.02% and 13.07% for the third quarter of
1994.
Net Interest Income
- -------------------
Net interest income for the nine months ended September 30, 1995 was $442.0
million, an increase of $18.2 million over the same period of 1994. The net
interest margin for the nine months ended September 30, 1995 and 1994 was
3.88% and 4.26%, respectively. Compared to the prior year, AmSouth's yield on
earning assets increased 75 basis points while rates paid on interest-bearing
liabilities increased 122 basis points. Year-to-date average earning asset
balances increased $19.6 million more than year-to-date average interest-
bearing liability balances. The combination of these changes resulted in a 38
basis point decrease in the net interest margin.
The increase in year-to-date average earning assets was primarily due to a
$2.2 billion, or 23.3%, increase in average loans net of unearned income.
Exclusive of the acquisition of Fortune in June 1994 and Community in February
1995, which were accounted for as purchases, AmSouth's loan growth was
approximately 9.0%. The growth occurred primarily in residential first
mortgages, dealer indirect loans and commercial loans.
Year-to-date average total securities decreased $51.6 million. Average held-
to-maturity securities increased $588.0 million primarily due to the purchase
of mortgage-backed securities during the last half of 1994. Partially
offsetting this increase were sales of low-yielding securities during 1994
from the available-for-sale portfolio.
The year-to-date average balance of interest-bearing liabilities increased
$1.9 billion, almost entirely funding the total growth in earning assets.
Average interest-bearing deposits, primarily time deposits, increased $2.2
billion due to the acquisition of Fortune, growth in new markets entered into
through business combinations, rising interest rates and a special marketing
campaign during the last half of 1994. Other significant changes in average
interest-bearing liabilities include a $419.8 million decrease in Federal
funds purchased and securities sold under agreements to repurchase, a $158.9
million increase in Federal Home Loan Bank advances, and a $79.1 million
increase in parent company subordinated long-term debt.
Asset/Liability Management
- --------------------------
AmSouth maintains a formal asset and liability management process to
quantify, monitor and control interest rate risk and to assist management in
maintaining stability in the net interest margin under varying interest rate
environments. This is accomplished through the development and implementation
of lending, funding and pricing strategies designed to maximize net interest
income performance under varying interest rate environments subject to
specific liquidity and interest rate risk guidelines.
The primary tool used by AmSouth to measure interest rate risk is an
earnings simulation model which evaluates the impact of different interest
rate scenarios on the company's projected business plan over a 12 to 24 month
horizon. Management feels that a more traditional interest sensitivity gap
analysis does not provide a
8
<PAGE>
complete picture of the corporation's exposure to interest rate changes since
static gap models are a point-in-time measurement and therefore do not
incorporate the effects of future balance sheet trends, changes in the
relationship between yields earned and rates paid, patterns of rate movements
in general or changes in prepayment speeds due to changes in rates. An
earnings simulation model does incorporate all these factors in addition to
the impact of certain embedded interest rate caps and floors on certain assets
and liabilities while also reflecting management's anticipated action under
different interest rate environments.
Numerous interest rate scenarios are simulated on a regular basis to
determine the range of interest rate risk. Net interest income performance is
measured under scenarios ranging from plus or minus 100 basis points to plus
or minus 300 basis points over 12 months compared to a stable interest rate
environment. The net interest income differential is expressed as a percent of
net interest income over twelve months if interest rates are unchanged. As of
September 30, 1995, the earnings simulation model results indicated that the
corporation was in a relatively neutral interest rate risk position with net
interest income in a plus 200 basis point scenario being approximately 1.5%
greater than stable and net interest income in a minus 200 basis point
scenario being less than 1% lower than a stable interest rate scenario. This
level of interest rate risk is well within the company's policy guidelines. A
very important factor in determining this interest rate risk position is the
extent to which pricing on administered rate deposit products including
interest checking, savings, and money market accounts would be impacted under
varying interest rate scenarios. At AmSouth, pricing for these products is
assumed to be more variable in rising rate scenarios than in declining rate
scenarios. While these assumptions are somewhat subjective, management reviews
the anticipated pricing for these products on a regular basis and alters these
assumptions whenever trends or market conditions dictate.
Over the last few years, AmSouth has utilized various off-balance sheet
instruments such as interest rate swaps, caps and floors to assist in managing
interest rate risk. During the fourth quarter of 1994, AmSouth terminated $1.1
billion of interest rate swaps and $915.0 million of interest rate caps. A
$300.0 million interest rate floor was terminated during the first quarter of
1995. For the three months and the nine months ended September 30, 1995, the
impact of interest rate contracts on net interest income was a decrease of
$2.6 million and $8.5 million, respectively. Interest rate contracts decreased
net interest income $1.4 million and $145.8 thousand for the three months and
nine months ended September 30, 1994. AmSouth had $140.0 million of interest
rate caps remaining at September 30, 1995 with $90.0 million used to hedge
Federal funds purchased and securities sold under agreements to repurchase and
$50.0 million to hedge deposits. In addition, AmSouth had interest rate
contracts on behalf of its customers in the amount of $61.9 million. At
September 30, 1995, no off-balance sheet instruments were held for trading
purposes.
Credit Quality
- --------------
AmSouth maintains an allowance for loan losses which management believes is
adequate to absorb potential losses in the loan portfolio. The adequacy of the
allowance is periodically reviewed by management based on several factors,
including historical performance, the level of nonperforming and rated loans,
loan growth and composition and current economic conditions. Table 7 presents
a five quarter analysis of the allowance for loan losses. At September 30,
1995, the allowance for loan losses was $179.6 million, or 1.51% of loans net
of unearned income, compared to $164.8 million, or 1.50%, for the prior year.
The coverage ratio of the allowance for loan losses to nonperforming loans
increased from 151.98% to 200.94% for the same period as the level of
nonperforming loans decreased $19.1 million.
Net charge-offs for the three months ended September 30, 1995 increased $4.1
million compared to the same period of 1994. For the three months and the nine
months ended September 30, 1995, net charge-offs increased primarily in the
dealer indirect and commercial real estate loan portfolios. Annualized net
charge-offs to average loans net of unearned income for the three months ended
September 30, 1995, was 30 basis points compared to 18 basis points for the
same period of 1994. Year-to-date, the ratio was 27 basis points compared to
18 basis points for the prior year. The increased level of net charge-offs
combined with stronger loan growth, primarily in consumer loans with a
traditionally higher risk of loss, resulted in a higher provision for loan
losses for the period.
9
<PAGE>
During the fourth quarter of 1994, the level of charge-offs increased
primarily due to the charge off of five specific loans. Three of these loans
totaling $3.1 million were from acquired institutions and were specifically
reserved for at the date of acquisition. To date, AmSouth has not encountered
any material credit quality issue as a result of the recent acquisitions that
were not reserved for at the time of merger.
Table 8 presents a five quarter comparison of the components of
nonperforming assets. As a percentage of loans net of unearned income,
foreclosed properties and repossessions, nonperforming assets decreased from
1.28% at September 30, 1994, to .88% at September 30, 1995. The level of
nonperforming assets decreased $37.2 million during the same period.
Noninterest Revenues and Noninterest Expenses
- ---------------------------------------------
Year-to-date noninterest revenues totaled $180.0 million at September 30,
1995 compared to $151.6 million for the same period of the prior year.
Included in 1995 other operating revenues is a $25.0 million gain from
AmSouth's sale of its third party mortgage servicing portfolio to GE Capital
Mortgage Services, Inc. Other operating revenues for 1994 also included an
$11.3 million sale of servicing gain. Exclusive of these gains, year-to-date
noninterest revenues increased 10.5% compared to the prior year. Within other
components of noninterest revenues, increases occurred in service charges on
deposit accounts of $11.7 million and portfolio income of $5.7 million. The
increase in service charges on deposit accounts was primarily due to an
increased volume of overdraft fees and service charges on consumer accounts.
Portfolio income increased due to improvements in the securities market.
Mortgage administration fees decreased $8.2 million due to the sale of third
party mortgage servicing.
Noninterest revenues for the third quarter of 1995 were $48.4 million.
Excluding an $11.3 million sale of servicing gain which occurred in the third
quarter of 1994, noninterest revenues for the third quarter of 1995 increased
8.8%. Changes were primarily for the same reasons discussed in the year-to-
date analysis.
Noninterest expenses for the nine months ended September 30, 1995, were
$391.8 million compared to $371.9 million for the same period of 1994.
Exclusive of the $22.2 million of productivity initiative expenses discussed
previously, noninterest expenses declined slightly. Salaries and employee
benefits decreased 2.5% net of $6.7 million of expenses related to business
and branch consolidations. Occupancy costs of $5.5 million for branch
consolidations are included in the $8.0 million increase in net occupancy
expense. Equipment expense increased $8.7 million and included $4.7 million
for development costs of new financial systems and the write-off of various
leases. The acquisition of Fortune in June 1994 contributed to the remaining
increases in these categories of noninterest expenses. FDIC premiums decreased
$1.1 million due to an approximately $5.0 million deposit insurance premium
refund from the FDIC, partially offset by additional premiums paid on higher
levels of deposits.
Noninterest expenses for the third quarter of 1995 totaled $115.5 million
compared to $135.0 million for the third quarter of 1994. The 14.4% decrease
included an $8.0 million decrease in salaries and employee benefits, a $5.3
million decrease in purchased mortgage servicing rights amortization and an
approximately $5.0 million FDIC deposit insurance premium refund.
Capital Adequacy
- ----------------
At September 30, 1995, shareholders' equity totaled $1.4 billion or 8.16% of
total assets. Since December 31, 1994, shareholders' equity increased $76.8
million as net income exceeded dividends by $60.6 million, the market value of
available-for-sale securities, net of deferred taxes, increased $7.2 million
and employee stock plans contributed $9.0 million. Table 12 presents the
calculation of the risk-adjusted capital ratios for AmSouth at September 30,
1995 and 1994. At September 30, 1995, AmSouth remains above the regulatory
minimum required risk-adjusted Tier 1 capital ratio of 4.00% and the
regulatory minimum required risk-adjusted total capital ratio of 8.00%. In
addition, the risk-adjusted capital ratios for AmSouth's banking subsidiaries
were above
10
<PAGE>
the regulatory minimum and each subsidiary was well-capitalized at September
30, 1995. The total risk-adjusted capital ratio for each of AmSouth's major
subsidiaries was:
<TABLE>
<S> <C>
AmSouth Bank of Alabama............................................... 10.57%
AmSouth Bank of Florida............................................... 10.98%
AmSouth Bank of Tennessee............................................. 15.13%
</TABLE>
Regulatory Developments
- -----------------------
On August 8, 1995, the FDIC amended its regulations on insurance assessments
to establish a new assessment rate schedule of 4 to 31 cents per $100 of
deposits in replacement of the existing schedule of 23 to 31 cents per $100 of
deposits for institutions whose deposits are subject to assessment by the Bank
Insurance Fund (BIF). The FDIC has maintained the current assessment rate
schedule of 23 to 31 cents per $100 of deposits for the institutions whose
deposits are subject to assessment by the Savings Association Insurance Fund
(SAIF). The new BIF schedule will become effective on the first day of the
month after the month in which BIF reaches its "designated reserve ratio" of
1.25%, which the FDIC has estimated occurred sometime in the second quarter of
1995. Assessments collected under the previous assessment schedule in excess
of the amount due under the new schedule were refunded, with interest, from
the effective date of the new schedule. As noted above, AmSouth received a
refund of approximately $5.0 million. AmSouth has a BIF deposit assessment
base of $8.5 billion and a SAIF deposit assessment base of $4.5 billion.
Various legislative proposals regarding the future of BIF and SAIF have been
reported recently. Several of these proposals include a one-time special
assessment for SAIF deposits (which could under certain proposals be as high
as 0.85% of each insured institution's SAIF deposit assessment base) and a
subsequent reduced level of annual premiums for SAIF deposits comparable to
the rate for BIF deposits. AmSouth does not currently know when or if any such
proposal or any other related proposal may be adopted.
11
<PAGE>
TABLE 1--FINANCIAL SUMMARY
<TABLE>
<CAPTION>
SEPTEMBER 30
------------------------------ %
1995 1994 CHANGE
-------------- -------------- -------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
BALANCE SHEET SUMMARY
End-of-period balances:
Loans net of unearned income....... $11,922,456 $11,008,363 8.3 %
Total securities................... 3,792,648* 4,018,696* (5.6)
Total assets....................... 17,004,235 16,869,187 0.8
Total deposits..................... 13,172,226 12,608,261 4.5
Shareholders' equity............... 1,387,219 1,318,497 5.2
Year-to-date average balances:
Loans net of unearned income....... $11,727,594 $ 9,509,976 23.3 %
Total securities................... 3,747,570* 3,799,210* (1.4)
Total assets....................... 16,869,446 14,835,166 13.7
Total deposits..................... 13,265,976 11,112,240 19.4
Shareholders' equity............... 1,346,145 1,241,774 8.4
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------- % -------------------- %
1995 1994 CHANGE 1995 1994 CHANGE
--------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS SUMMARY
Net income............ $127,063 $125,935 0.9 % $46,095 $44,061 4.6%
Per common share...... 2.18 2.25 (3.1) 0.79 0.75 5.3
SELECTED RATIOS
Return on average as-
sets (annualized).... 1.01% 1.13% 1.09% 1.02%
Return on average eq-
uity (annualized).... 12.62 13.56 13.38 13.07
Average equity to av-
erage assets......... 7.98 8.37 8.13 7.84
Allowance for loan
losses to loans net
of unearned income... 1.51 1.50 1.51 1.50
Efficiency ratio...... 62.03 63.41 57.40 63.51
COMMON STOCK DATA
Cash dividends de-
clared............... $ 1.14 $ 1.05 $ 0.38 $ 0.35
Book value at end of
period............... 23.72 22.72 23.72 22.72
Market value at end of
period............... 38 31 1/2 38 31 1/2
Average common shares
outstanding.......... 58,273 56,021 58,418 58,894
</TABLE>
- --------
* Includes adjustment for market valuation on available-for-sale securities of
$4,199 and $(21,391) for end of period balances and $1,322 and $(8,044) for
year-to-date average balances for 1995 and 1994, respectively.
12
<PAGE>
TABLE 2--YEAR-TO-DATE YIELDS ON AVERAGE EARNING ASSETS AND RATES ON AVERAGE
INTEREST-BEARING LIABILITIES
<TABLE>
<CAPTION>
1995 1994
----------------------------------- -----------------------------------
NINE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
----------------------------------- -----------------------------------
AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
--------- -------- ------ -------- -------- ------
(TAXABLE EQUIVALENT BASIS-DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Earning assets:
Loans net of unearned
income................ $11,727,594 $758,005 8.64% $ 9,509,976 $567,000 7.97%
Trading securities..... 6,745 290 5.75 54,517 2,449 6.01
Available-for-sale se-
curities.............. 502,981 27,407 7.29 1,104,172 43,474 5.26
Held-to-maturity secu-
rities:
Taxable................ 2,965,488 145,192 6.55 2,324,512 111,632 6.42
Tax-free............... 271,034 22,126 10.91 324,053 27,122 11.19
----------- -------- ----------- --------
Total held-to-maturity
securities........... 3,236,522 167,318 6.91 2,648,565 138,754 7.00
----------- -------- ----------- --------
Total securities...... 3,746,248 195,015 6.96 3,807,254 184,677 6.49
Other earning assets... 103,019 5,263 6.83 326,374 12,130 4.97
----------- -------- ----------- --------
Total earning assets.. 15,576,861 958,283 8.23 13,643,604 763,807 7.48
Cash and other assets... 1,467,199 1,343,527
Allowance for loan loss-
es..................... (175,936) (143,921)
Market valuation on
available-for-sale se-
curities............... 1,322 (8,044)
----------- -----------
$16,869,446 $14,835,166
=========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing
liabilities:
Interest-bearing demand
deposits.............. $ 3,917,453 108,098 3.69 $ 3,746,383 82,505 2.94
Savings deposits....... 946,992 20,690 2.92 919,538 17,705 2.57
Time deposits.......... 5,740,896 243,032 5.66 3,929,607 126,472 4.30
Certificates of deposit
of $100,000 or more... 899,062 39,159 5.82 747,141 23,584 4.22
Federal funds purchased
and securities sold
under agreements to
repurchase............ 1,080,661 47,853 5.92 1,500,422 46,337 4.13
Other interest-bearing
liabilities........... 987,061 47,833 6.48 815,394 32,261 5.29
------------- -------- ----------- --------
Total interest-bearing
liabilities.......... 13,572,125 506,665 4.99 11,658,485 328,864 3.77
-------- ------- -------- -------
Incremental interest
spread................. 3.24% 3.71%
======= =======
Noninterest-bearing de-
mand deposits.......... 1,761,573 1,769,571
Other liabilities....... 189,603 165,336
Shareholders' equity.... 1,346,145 1,241,774
------------- -----------
$ 16,869,446 $14,835,166
============= ===========
Net interest
income/margin on a tax-
able
equivalent basis....... 451,618 3.88% 434,943 4.26%
======= =======
Taxable equivalent ad-
justment:
Loans.................. 2,286 2,253
Securities............. 7,310 8,872
-------- --------
Total taxable
equivalent
adjustment........... 9,596 11,125
-------- --------
Net interest income... $442,022 $423,818
======== ========
</TABLE>
- --------
NOTE: The taxable equivalent adjustment has been computed based on a 35%
federal income tax rate.
13
<PAGE>
TABLE 3--QUARTERLY YIELDS ON AVERAGE EARNING ASSETS AND RATES ON AVERAGE
INTEREST-BEARING LIABILITIES
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------------
THIRD QUARTER SECOND QUARTER FIRST QUARTER
---------------------------- ---------------------------- ----------------------------
AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
----------- -------- ------ ----------- -------- ------ ----------- -------- ------
(TAXABLE EQUIVALENT BASIS-DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Earning assets:
Loans net of
unearned income. $11,816,908 $257,422 8.64% $11,801,298 $255,285 8.68% $11,561,740 $245,298 8.60%
Trading
securities...... 2,797 27 3.83 9,194 106 4.62 10,395 157 6.13
Available-for-
sale securities. 496,588 8,900 7.11 477,809 8,608 7.23 534,967 9,899 7.50
Held-to-maturity
securities:
Taxable.......... 2,908,333 48,044 6.55 2,970,284 48,378 6.53 3,019,065 48,770 6.55
Tax-free......... 255,893 6,957 10.79 273,382 7,531 11.05 284,138 7,638 10.90
----------- -------- ----------- -------- ----------- --------
Total held-to-
maturity
securities..... 3,164,226 55,001 6.90 3,243,666 55,909 6.91 3,303,203 56,408 6.93
----------- -------- ----------- -------- ----------- --------
Total
securities..... 3,663,611 63,928 6.92 3,730,669 64,623 6.95 3,848,565 66,464 7.00
Other earning
assets.......... 87,315 1,205 5.48 90,660 1,868 8.26 125,537 2,190 7.07
----------- -------- ----------- -------- ----------- --------
Total earning
assets......... 15,567,834 322,555 8.22 15,622,627 321,776 8.26 15,535,842 313,952 8.20
Cash and other
assets........... 1,404,025 1,479,463 1,516,028
Allowance for loan
losses........... (179,588) (175,616) (172,526)
Market valuation
on available-for-
sale securities.. 4,324 1,985 (2,416)
----------- ----------- -----------
$16,796,595 $16,928,459 $16,876,928
=========== =========== ===========
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Interest-bearing
liabilities:
Interest-bearing
demand deposits. $ 3,830,799 33,139 3.43 $ 3,901,245 36,849 3.79 $ 4,022,419 38,110 3.84
Savings deposits. 986,486 6,805 2.74 949,737 7,178 3.03 903,844 6,707 3.01
Time deposits.... 5,792,071 85,870 5.88 5,874,024 84,198 5.75 5,553,978 72,964 5.33
Certificates of
deposit of
$100,000 or
more............ 919,357 14,018 6.05 911,668 13,537 5.96 865,568 11,604 5.44
Federal funds
purchased and
securities sold
under agreements
to repurchase... 1,044,177 14,966 5.69 946,492 14,518 6.15 1,247,584 18,369 5.97
Other interest-
bearing
liabilities..... 913,192 14,908 6.48 993,363 16,102 6.50 1,056,203 16,823 6.46
----------- -------- ----------- -------- ----------- --------
Total interest-
bearing
liabilities.... 13,486,082 169,706 4.99 13,576,529 172,382 5.09 13,649,596 164,577 4.89
-------- ----- -------- ----- -------- -----
Incremental
interest spread.. 3.23% 3.17% 3.31%
===== ===== =====
Noninterest-
bearing demand
deposits......... 1,730,937 1,798,087 1,755,973
Other liabilities. 213,217 212,513 147,208
Shareholders'
equity........... 1,366,359 1,341,330 1,324,151
----------- ----------- -----------
$16,796,595 $16,928,459 $16,876,928
=========== =========== ===========
Net interest
income/margin on
a taxable
equivalent basis. 152,849 3.90% 149,394 3.84% 149,375 3.90%
===== ===== =====
Taxable equivalent
adjustment:
Loans............ 745 784 757
Securities....... 2,295 2,488 2,527
-------- -------- --------
Total taxable
equivalent
adjustment..... 3,040 3,272 3,284
-------- -------- --------
Net interest
income......... $149,809 $146,122 $146,091
======== ======== ========
1994
----------------------------------------------------------
FOURTH QUARTER THIRD QUARTER
---------------------------- ----------------------------
AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
----------- -------- ------ ----------- -------- ------
(TAXABLE EQUIVALENT BASIS-DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Earning assets:
Loans net of
unearned income. $11,129,127 $230,021 8.20% $10,731,271 $218,001 8.06%
Trading
securities...... 11,005 140 5.05 50,144 923 7.30
Available-for-
sale securities. 611,432 8,531 5.54 1,190,536 17,556 5.85
Held-to-maturity
securities:
Taxable.......... 3,072,008 48,550 6.27 3,120,246 50,000 6.36
Tax-free......... 296,523 8,163 10.92 308,343 8,749 11.26
----------- -------- ----------- --------
Total held-to-
maturity
securities..... 3,368,531 56,713 6.68 3,428,589 58,749 6.80
----------- -------- ----------- --------
Total
securities..... 3,990,968 65,384 6.50 4,669,269 77,228 6.56
Other earning
assets.......... 190,128 3,115 6.50 276,081 3,595 5.17
----------- -------- ----------- --------
Total earning
assets......... 15,310,223 298,520 7.74 15,676,621 298,824 7.56
Cash and other
assets........... 1,531,345 1,562,705
Allowance for loan
losses........... (163,282) (165,240)
Market valuation
on available-for-
sale securities.. (24,426) (18,349)
----------- -----------
$16,653,860 $17,055,737
=========== ===========
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Interest-bearing
liabilities:
Interest-bearing
demand deposits. $ 4,041,852 36,447 3.58 $ 4,084,672 33,321 3.24
Savings deposits. 913,960 6,556 2.85 958,903 6,459 2.67
Time deposits.... 5,327,641 65,524 4.88 4,639,285 51,505 4.40
Certificates of
deposit of
$100,000 or
more............ 807,689 10,168 4.99 815,600 9,358 4.55
Federal funds
purchased and
securities sold
under agreements
to repurchase... 1,406,294 18,672 5.27 2,241,922 25,759 4.56
Other interest-
bearing
liabilities..... 891,325 14,183 6.31 1,050,845 15,735 5.94
----------- -------- ----------- --------
Total interest-
bearing
liabilities.... 13,388,761 151,550 4.49 13,791,227 142,137 4.09
-------- ----- -------- -----
Incremental
interest spread.. 3.25% 3.47%
===== =====
Noninterest-
bearing demand
deposits......... 1,810,308 1,798,001
Other liabilities. 146,597 128,648
Shareholders'
equity........... 1,308,194 1,337,861
----------- -----------
$16,653,860 $17,055,737
=========== ===========
Net interest
income/margin on
a taxable
equivalent basis. 146,970 3.81% 156,687 3.97%
===== =====
Taxable equivalent
adjustment:
Loans............ 812 738
Securities....... 2,649 2,755
-------- --------
Total taxable
equivalent
adjustment..... 3,461 3,493
-------- --------
Net interest
income......... $143,509 $153,194
======== ========
</TABLE>
- -----
NOTE: The taxable equivalent adjustment has been computed based on a 35%
federal income tax rate.
14
<PAGE>
TABLE 4--INTEREST RATE SWAPS, CAPS AND FLOORS
<TABLE>
<CAPTION>
SWAPS
-------------------------------------- CAPS
RECEIVE FIXED PAY FIXED BASIS OTHER & FLOORS TOTAL
------------- --------- ----- ------- -------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992................... $ 305 $ 240 $ 300 $ 300 $1,005 $ 2,150
Additions............. -0- -0- -0- 300 20 320
Maturities............ -0- -0- -0- -0- -0- -0-
Calls................. (120) (120) -0- -0- -0- (240)
----- ----- ----- ------- ------ -------
Balance at December 31,
1993................... 185 120 300 600 1,025 2,230
Additions............. -0- -0- -0- 400 350 750
Maturities............ -0- -0- (300) -0- (20) (320)
Calls................. (120) (120) -0- -0- -0- (240)
Terminations.......... (65) -0- -0- (1,000) (915) (1,980)
----- ----- ----- ------- ------ -------
Balance at December 31,
1994................... -0- -0- -0- -0- 440 440
Additions............. -0- -0- -0- -0- -0- -0-
Maturities............ -0- -0- -0- -0- -0- -0-
Calls................. -0- -0- -0- -0- -0- -0-
Terminations.......... -0- -0- -0- -0- (300) (300)
----- ----- ----- ------- ------ -------
Balance at September 30,
1995................... $ -0- $ -0- $ -0- $ -0- $ 140 $ 140
===== ===== ===== ======= ====== =======
</TABLE>
TABLE 5--MATURITIES AND INTEREST RATES EXCHANGED ON CAPS
<TABLE>
<CAPTION>
MATURE DURING
-------------------
1995 1996 1997 TOTAL
----- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Notional............................................ $ 30 $ 33 $ 77 $ 140
Receive rate........................................ 1.61% 0.98% 0.00% 0.58%
Pay rate............................................ 1.34% 1.21% 0.59% 0.90%
</TABLE>
- --------
NOTE: The maturities and interest rates exchanged are calculated assuming
that interest rates remain unchanged from average September 1995 rates.
The information presented could change as future interest rates
increase or decrease.
15
<PAGE>
TABLE 6--LOANS AND CREDIT QUALITY
<TABLE>
<CAPTION>
LOANS NONPERFORMING LOANS* NET CHARGE-OFFS
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
----------------------- -------------------- ----------------
1995 1994 1995 1994 1995 1994
----------- ----------- -------------------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Commercial.............. $ 3,033,409 $ 2,681,371 $11,554 $ 24,442 $ 2,971 $ 2,402
Commercial real estate:
Commercial real estate
mortgages:
Owner occupied........ 601,829 589,088 5,578 15,758 62 (114)
Nonowner occupied..... 874,665 774,915 21,560 35,836 1,331 (2,026)
----------- ----------- ------- -------- ------- -------
Total commercial
real estate
mortgages.......... 1,476,494 1,364,003 27,138 51,594 1,393 (2,140)
----------- ----------- ------- -------- ------- -------
Real estate
construction:
Owner occupied........ 151,715 203,680 7,806 1,074 270 (74)
Nonowner occupied..... 344,352 289,527 4,037 2,077 (41) (7)
----------- ----------- ------- -------- ------- -------
Total real estate
construction....... 496,067 493,207 11,843 3,151 229 (81)
----------- ----------- ------- -------- ------- -------
Total commercial
real estate...... 1,972,561 1,857,210 38,981 54,745 1,622 (2,221)
----------- ----------- ------- -------- ------- -------
Consumer:
Residential first
mortgages............. 4,272,370 4,112,346 30,922 24,785 612 421
Other residential
mortgages............. 665,629 609,152 1,106 23 (193) 14
Dealer indirect........ 1,041,744 844,033 4,525 47 5,012 1,197
Other consumer......... 1,016,098 981,236 2,267 4,363 13,395 11,344
----------- ----------- ------- -------- ------- -------
Total consumer...... 6,995,841 6,546,767 38,820 29,218 18,826 12,976
----------- ----------- ------- -------- ------- -------
$12,001,811 $11,085,348 $89,355 $108,405 $23,419 $13,157
=========== =========== ======= ======== ======= =======
</TABLE>
- --------
* Exclusive of accruing loans 90 days past due.
TABLE 7--ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1995 1994
----------------------------------- ---------------------------
3RD QUARTER 2ND QUARTER 1ST QUARTER 4TH QUARTER 3RD QUARTER
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of
period................. $179,002 $174,398 $171,167 $164,756 $164,746
Loans charged off....... 12,290 11,833 9,161 16,457 9,066
Recoveries of loans pre-
viously charged off.... 3,440 4,130 2,295 2,719 4,303
-------- -------- -------- -------- --------
Net charge-offs......... 8,850 7,703 6,866 13,738 4,763
Addition to allowance
charged to expense..... 9,398 12,307 8,344 20,149 4,773
Allowance acquired in
acquisitions........... -0- -0- 1,753 -0- -0-
-------- -------- -------- -------- --------
Balance at end of peri-
od..................... $179,550 $179,002 $174,398 $171,167 $164,756
======== ======== ======== ======== ========
Allowance for loan
losses to loans net of
unearned income........ 1.51% 1.50% 1.48% 1.50% 1.50%
Allowance for loan
losses to nonperforming
loans.................. 200.94% 186.25% 169.74% 166.59% 151.98%
Allowance for loan
losses to nonperforming
assets................. 171.73% 153.98% 134.67% 128.61% 116.24%
Net charge-offs to aver-
age loans net of un-
earned income
(annualized)........... 0.30% 0.26% 0.24% 0.49% 0.18%
</TABLE>
16
<PAGE>
TABLE 8--NONPERFORMING ASSETS
<TABLE>
<CAPTION>
1995 1994
---------------------------- ------------------
SEP 30 JUN 30 MAR 31 DEC 31 SEPT 30
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Impaired loans............... $ 52,741 $ 61,123 $ 62,555 $ -0- $ -0-
Other nonaccrual loans....... 36,614 34,988 39,409 89,545 97,186
Restructured loans........... -0- -0- 781 13,203 11,219
-------- -------- -------- -------- --------
Total nonperforming loans.. 89,355 96,111 102,745 102,748 108,405
Foreclosed properties........ 13,144 18,112 24,656 28,263 31,673
Repossessions................ 2,052 2,028 2,097 2,079 1,664
-------- -------- -------- -------- --------
Total nonperforming
assets*................... $104,551 $116,251 $129,498 $133,090 $141,742
======== ======== ======== ======== ========
Nonperforming assets* to
loans net of unearned
income, foreclosed
properties and
repossessions............... 0.88% 0.97% 1.10% 1.16% 1.28%
======== ======== ======== ======== ========
Accruing loans 90 days past
due......................... $ 45,548 $ 34,663 $ 33,685 $ 34,246 $ 44,293
======== ======== ======== ======== ========
</TABLE>
- --------
* Exclusive of accruing loans 90 days past due.
TABLE 9--ALLOWANCE FOR FORECLOSED PROPERTY LOSSES
<TABLE>
<CAPTION>
1995 1994
----------------------------------- -----------------------
3RD QUARTER 2ND QUARTER 1ST QUARTER 4TH QUARTER 3RD QUARTER
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of
period................. $ 2,312 $2,857 $3,638 $2,028 $2,692
Addition (reduction) of
allowance charged
(credited) to expense.. -0- (48) (274) 2,600 225
Net writedowns/losses... (1,583) (497) (507) (990) (889)
------- ------ ------ ------ ------
Balance at end of the
period................. $ 729 $2,312 $2,857 $3,638 $2,028
======= ====== ====== ====== ======
</TABLE>
17
<PAGE>
TABLE 10--SECURITIES
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
--------------------- ---------------------
CARRYING MARKET CARRYING MARKET
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Held-to-maturity
U.S. Treasury and federal agency
securities...................... $3,004,790 $3,007,257 $3,087,544 $2,975,407
State, county and municipal secu-
rities.......................... 247,375 259,991 301,685 316,193
Other securities................. 6,550 6,465 7,388 7,341
---------- ---------- ---------- ----------
$3,258,715 $3,273,713 $3,396,617 $3,298,941
========== ========== ========== ==========
Available-for-sale
U.S. Treasury and federal agency
securities...................... $ 333,090 $ 545,412
Other securities................. 189,715 70,844
---------- ----------
$ 522,805 $ 616,256
========== ==========
</TABLE>
- --------
NOTES:
1. The weighted average remaining life, which reflects the amortization on
mortgage related and other asset backed securities, and the weighted
average yield on the combined held-to-maturity and available-for-sale
portfolios at September 30, 1995 were approximately five years and 6.70%,
respectively. Included in the balance is $2.6 billion of mortgage-backed
securities, $900 million of which are variable rate. The weighted average
remaining life and the weighted average yield of mortgage-backed securities
at September 30, 1995 were approximately six years and 6.81%, respectively.
The duration of the combined portfolios which considers the repricing
frequency of variable rate securities is approximately 2.2 years.
2. The available-for-sale portfolio included an unrealized gain of $4.2
million and an unrealized loss of $21.4 million at September 30, 1995 and
1994, respectively.
TABLE 11--OTHER INTEREST-BEARING LIABILITIES
<TABLE>
<CAPTION>
SEPTEMBER 30
-------------------
1995 1994
-------- ----------
(IN THOUSANDS)
<S> <C> <C>
Short-term:
Treasury, tax, and loan note............................. $275,482 $ 290,078
Federal Home Loan Bank advances.......................... 161,950 258,500
Term federal funds purchased............................. 82,030 74,000
Other.................................................... 14,325 11,159
-------- ----------
Total short-term....................................... 533,787 633,737
-------- ----------
Long-term:
7 3/4% Subordinated Notes Due 2004....................... 149,206 149,114
Subordinated Capital Notes Due 1999...................... 99,537 99,408
Federal Home Loan Bank advances.......................... 29,947 140,505
Floating Rate Notes Due 1999............................. 6,899 7,474
7 1/2% Convertible Subordinated Debentures............... 3,986 3,764
Long-term notes payable.................................. 23,519 23,383
-------- ----------
Total long-term........................................ 313,094 423,648
-------- ----------
Total other interest-bearing liabilities............. $846,881 $1,057,385
======== ==========
</TABLE>
18
<PAGE>
TABLE 12--CAPITAL RATIOS
<TABLE>
<CAPTION>
SEPTEMBER 30
------------------------
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Risk-adjusted capital ratio:
Total assets....................................... $17,004,235 $16,869,187
Adjusted allowance for loan losses................. 162,136 146,574
Adjustment for risk-weighting of balance sheet
items............................................. (5,912,037) (6,478,427)
Adjustment for off-balance sheet items............. 1,994,340 1,377,564
Add unrealized (gains)/losses on available-for-sale
securities........................................ (4,184) 21,391
Less certain intangible assets..................... (288,866) (228,525)
----------- -----------
Total risk-adjusted assets....................... $12,955,624 $11,707,764
=========== ===========
Shareholders' equity............................... $ 1,387,219 $ 1,318,497
Add unrealized (gains)/losses on available-for-sale
securities (net of deferred taxes)................ (2,609) 13,355
Less certain intangible assets..................... (288,866) (228,525)
----------- -----------
Tier I capital..................................... 1,095,744 1,103,327
Adjusted allowance for loan losses................. 162,136 146,574
Qualifying long-term debt.......................... 208,928 252,286
----------- -----------
Tier II capital.................................... 371,064 398,860
----------- -----------
Total capital.................................... $ 1,466,808 $ 1,502,187
=========== ===========
Tier I capital to total risk-adjusted assets....... 8.46% 9.42%
Total capital to risk-adjusted assets.............. 11.32% 12.83%
Other capital ratios:
Leverage........................................... 6.64% 6.56%
Equity to assets................................... 8.16% 7.82%
Tangible equity to assets.......................... 6.57% 5.80%
</TABLE>
19
<PAGE>
PART II
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
(a) On October 19, 1995, AmSouth's Board of Directors approved the
repurchase by AmSouth of up to an aggregate of 2,265,000 shares of its common
stock through December 31, 1998. This authorization replaces a previously
approved share repurchase program.
(b) In July 1995, all of AmSouth's subsidiary banks that were state
nonmember banks converted to state banks that are members of the Federal
Reserve System. All of AmSouth's subsidiary banks are now state member banks.
As such, their primary federal regulator is the Board of Governors of the
Federal Reserve System and they are also subject to regulation by the states
in which they are located.
(c) On November 6, 1995, AmSouth issued $150.0 million in 6.75% Subordinated
Debentures Due November 1, 2025 at a discounted price of 99.883%. The net
proceeds to AmSouth after commissions totaled $148.9 million. The debentures
will mature on November 1, 2025 and may be redeemed on November 1, 2005 at the
option of the registered holders thereof. Proceeds will be used for general
corporate purposes. This debt qualifies as Tier 2 capital in calculating risk
adjusted capital ratios.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
ITEM 6(A)--EXHIBITS
--------
The exhibits listed in the Exhibit Index at page 22 of this Form 10-Q are
filed herewith or are incorporated by reference herein.
ITEM 6(B)--FORMS 8-K
---------
No report on Form 8-K was filed by AmSouth during the period July 1, 1995 to
September 30, 1995.
20
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AMSOUTH
HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
/s/ John W. Woods
November 13, 1995 By: _________________________________
John W. Woods
Chairman of the Board and
-------------------------
Chief Executive Officer
-----------------------
/s/ Dennis J. Dill
November 13, 1995 By: _________________________________
Dennis J. Dill
Executive Vice President and
----------------------------
Chief Accounting Officer
------------------------
21
<PAGE>
EXHIBIT INDEX
The following is a list of exhibits including items incorporated by reference.
<TABLE>
<C> <S>
2 Agreement and Plan of Merger dated as of September 12, 1993, between
Fortune Bancorp, Inc. and AmSouth Bancorporation, as amended by
amendment dated as of May 11, 1994 (1)
3-a Restated Certificate of Incorporation of AmSouth Bancorporation (2)
3-b Amendment to By-Laws of AmSouth Bancorporation
3-c By-Laws of AmSouth Bancorporation, as amended
10-a Amendment Number Two to AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan
10-b Amendment Number Six to AmSouth Bancorporation Long Term Incentive
Compensation Plan
10-c Form of Executive Severance Agreement for Certain Executive Officers (3)
11 Statement Re: Computation of Earnings per Share
15 Letter Re: Unaudited Interim Financial Information
21 List of Subsidiaries of AmSouth Bancorporation
27 Financial Data Schedule
</TABLE>
22
<PAGE>
NOTES TO EXHIBITS
(1) Filed as Exhibit 2(a) to AmSouth's Report on Form 8-K filed on September
16, 1993, as amended by a Form 8-K/A filed on September 23, 1993, and
Annex A to the Supplement to the Proxy Statement/Prospectus dated May 12,
1994, and filed pursuant to rule 424 (b)(3), incorporated herein by
reference.
(2) Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993, incorporated herein by reference.
(3) An Executive Severance Agreement has been entered into with Michael C.
Baker in the form filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly
Report for the quarter ended June 30, 1995, incorporated herein by
reference.
23
<PAGE>
EXHIBIT 3-b
RESOLVED, that paragraph (c) of Section 3.2 of the By-Laws is hereby
amended in its entirety to read as follows:
(c) Any director who has
(i) reached the age of sixty-eight (68) years,
(ii) become disabled to the extent that (in the judgment of
a majority of the remaining outside directors) he or
she is unable to perform the duties of a director of
this corporation, or
(iii) retired or otherwise become permanently separated from
the business or professional position which he or she
held at the time of his or her election to the Board of
Directors
will retire from the Board of Directors at the Annual Meeting of
Shareholders of the Corporation next following the event in (i), (ii)
or (iii) that requires retirement of such director from the Board.
<PAGE>
EXHIBIT 3-C
400-1
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article I - Offices
Date: April, 1995
SECTION 1.1: PRINCIPAL OFFICE AND OTHER OFFICES
The principal office of the corporation shall be in
Birmingham, Jefferson County, Alabama. The corporation
may have such other offices, either within or without
the State of Alabama, as the Board of Directors may
designate or as the business of the corporation may
require from time to time.
<PAGE>
400-2
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article II - Shareholders
Date: April, 1995
SECTION 2.1: ANNUAL MEETING
The annual meeting of the shareholders shall be held on
the third Thursday in the month of April in each year,
at the hour of 11:00 o'clock, a.m., local time, for the
purpose of electing directors and for the transaction of
such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal
holiday in the state in which the meeting is to be held,
such meeting shall be held on the next succeeding
business day. If the election of directors shall not be
held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon
thereafter as conveniently may be.
SECTION 2.2: SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or
purposes, may be called only as provided in the Restated
Certificate of Incorporation.
SECTION 2.3: PLACE OF MEETING
The place of meeting shall be the principal office of
the corporation in the State of Alabama unless some
other place, either within or without the State of
Alabama, is designated by the directors.
<PAGE>
SECTION 2.4: NOTICE OF MEETING: FORM; CONTENTS; DELIVERY METHOD;
DELIVERY TIME
Written or printed notice stating (a) the place, day,
and hour of the meeting and, in the case of a special
meeting, or a meeting which is required by statute to be
held for any special purpose, or of an annual meeting at
which special action is to be taken, (b) the purpose or
purposes for which the meeting is called, or the special
action which is proposed to be taken shall be delivered
either personally or by mail, by or at the direction of
the Board of Directors, the Chief Executive Officer, the
Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the
shareholder at his or her address as it appears on the
records of the corporation, with postage thereon
prepaid. Any such notice which relates to an annual
meeting of shareholders shall be delivered not less than
ten (10) nor more than fifty (50) days before the date
of the meeting; and, any such notice which relates to
any special meeting of shareholders shall be delivered
as provided in the Restated Certificate of
Incorporation.
SECTION 2.5: CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining which shareholders are
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or which
shareholders are entitled to receive payment of any
dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock
transfer books shall be closed for a stated period, but
not to exceed, in any case, fifty (50) days, or in the
case of a determination of shareholders eligible to vote
at a special meeting of shareholders called by the
shareholders, not more than seventy-five (75) days,
before the meeting or other event or occasion.
If the stock transfer books shall be closed for the
purpose of determining which shareholders are entitled
to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days
immediately preceding such meeting.
<PAGE>
In lieu of closing the stock transfer books, the Board
of Directors or, in the case of a dividend record date,
the Executive Committee may fix in advance a date as
the record date for any such determination of
shareholders, such date in any case to be not more than
fifty (50) days and, in the case of a meeting of
shareholders, not less than ten (10) days (or, in the
case of a determination of shareholders eligible to vote
at a special meeting of shareholders called by the
shareholders, not more than seventy-five (75) days)
prior to the date on which the particular action
requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of the
shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the
meeting is mailed, or the date on which the resolution
of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date
for such determination of shareholders.
When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in
this section, such determination shall apply to any
adjournment thereof, except where the determination has
been made through the closing of the stock transfer
books and the stated period of closing has expired.
SECTION 2.6: VOTING LISTS
The officer or agent having charge of the stock ledger
for shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of
shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file
at the principal office of the corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The
original stock ledger shall be the
<PAGE>
only evidence as to who are the shareholders entitled to
examine such list or stock ledger or books of the
corporation or to vote in person or by proxy at any
meeting of shareholders.
SECTION 2.7: QUORUM
A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any
business may be transacted which might have been
transacted at the meeting under the original notice. The
shareholders present at a duly organized meeting may
continue to transact business until the meeting is
adjourned, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 2.8: PROXIES
At all meetings of shareholders, a shareholder may vote
by proxy in writing executed by the shareholder or by
his or her duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
SECTION 2.9: VOTING OF SHARES
Each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a
vote at a meeting of the shareholders.
SECTION 2.10: VOTING OF SHARES BY CERTAIN HOLDERS
Except as provided in this paragraph, shares standing in
the name of another corporation may be voted by such
officer,
<PAGE>
agent, or proxy, as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine.
Shares belonging to another corporation, if a majority
of the shares entitled to vote for the election of
directors of such other corporation is held by the
corporation, shall not be voted at any meeting or
counted in determining the total number of outstanding
shares at any given time; provided, however, that
nothing in this section shall be construed as limiting
the right of any such other corporation to vote stock of
the corporation held by it in a fiduciary capacity.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him or her, either in person
or by proxy, without a transfer of such shares into his
or her name. Shares standing in the name of a trustee
may be voted by him or her, either in person or by
proxy; but, no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held or under the control
of a receiver may be voted by such receiver without the
transfer thereof into his or her name if authority so to
do is contained in an appropriate order of the court by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled
to vote such shares unless in the transfer by the
pledgor on the books of the corporation the pledgor has
expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his or her proxy, may
represent such shares and vote thereon. Treasury shares
shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the
presence of a quorum.
<PAGE>
SECTION 2.11: INSPECTORS
Prior to any meeting of shareholders, the Board of
Directors or the Chief Executive Officer shall appoint
one or more inspectors to act at the meeting and make a
written report and may designate one or more persons as
alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at
the meeting of shareholders, the person presiding at the
meeting shall appoint one or more inspectors to act at
the meeting. Inspectors may, but are not required to be,
employees of the corporation or of its subsidiaries.
Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or
her ability.
The inspectors shall ascertain the number of shares
outstanding and the voting power of each, determine the
shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots,
determine and retain for a reasonable period a record of
the disposition of any challenges made to any
determination by the inspectors and certify their
determination of the number of shares represented at the
meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or
entities to assist them in the performance of their
duties.
The date and time of the opening and closing of the
polls for each matter upon which the shareholders will
vote at a meeting shall be announced at the meeting. No
ballot, proxy, or vote, nor any revocation thereof or
change thereto, shall be accepted by the inspectors
after the closing of the polls.
In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted
therewith, any information provided by a shareholder who
submits a proxy by telegram, cablegram, or other
electronic transmission from which it can be determined
that the proxy was authorized by the shareholder,
ballots, and the regular books and records of the
corporation, and they may also consider other reliable
information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks,
brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is
authorized by the record owner to
<PAGE>
cast or more votes than the shareholder holds of record.
If the inspectors consider other reliable information
for such purpose, they shall, at the time they make
their certification, specify the precise information
considered by them, including the person or persons from
whom they obtained the information, when the information
was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that
such information is accurate and reliable.
<PAGE>
400-3
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article III - Board of Directors
Date: April, 1995
SECTION 3.1: GENERAL POWERS
The business and affairs of the corporation shall be
managed under the direction of its Board of Directors.
SECTION 3.2: NUMBER, TENURE, AND QUALIFICATIONS
(a) Subject to the provisions of Paragraph (5) of
Section XI of the Restated Certificate of Incorporation
relating to the rights of the holders of any class or
series of Preferred Stock, as defined in Section IV of
the Restated Certificate of Incorporation, to elect
under specified circumstances by separate class vote
additional directors, the number of directors of the
corporation shall be fixed from time to time by the
affirmative vote of two-thirds of the total number of
directors then in office who have been elected by the
holders of the capital stock of the corporation entitled
to vote generally for the election of directors. No
decrease in the number of directors shall shorten the
term of any incumbent director.
(b) Directors need not be residents of the States of
Alabama or Delaware nor shareholders of the corporation.
(c) Any director who has
(i) reached the age of sixty-eight (68) years,
(ii) become disabled to the extent that (in the
judgment of a majority of the remaining outside
directors) he or she is unable to perform the
duties of a director of this corporation or
(iii) retired or otherwise become permanently
separated from the business or professional position
which he or she held at the time of his or her
election to the Board of Directors
will retire from the Board of Directors at the Annual
Meeting of Shareholders of the Corporation next
following the event in (i), (ii) or (iii) that requires
retirement of such director from the Board.
<PAGE>
(d) Any director who is an officer of the corporation,
or of any subsidiary thereof, shall resign as a director
effective on the date he or she ceases to be an officer.
(e) On recommendation of the Director Affairs Committee,
the application to any individual of any provision of
this Section 3.2 (c) (i) and (iii) may be waived by the
Board of Directors; provided, however, that any such
waiver shall be effective only on a year-to-year basis.
SECTION 3.3: REGULAR MEETINGS
A regular meeting of the Board of Directors shall be
held without other notice than this by-law at 1:00
o'clock, p. m., local time, on the third Thursday of the
months of January, February, April, June, July, October,
and December (unless such date shall fall on a holiday
observed by AmSouth Bank of Alabama, in which event, the
meeting shall be held on the next succeeding business
day and at the same hour or at such other hour as may be
designated by the Board of Directors). The Board of
Directors may provide, by resolution, the time and
place, either within or without the State of Alabama,
for the holding of additional or substitute regular
meetings without other notice than such resolution.
SECTION 3.4: SPECIAL MEETINGS
Special meetings of the Board of Directors may be called
by or at the request of the Chief Executive Officer or
any three (3) directors. A special meeting of the Board
of Directors shall be held at the principal office of
the corporation unless all directors agree in advance
and in writing that it be held at another place, either
within or without the State of Alabama.
<PAGE>
SECTION 3.5: PARTICIPATION BY CONFERENCE TELEPHONE
Members of the Board of Directors, or of any committee
thereof, may participate in any meeting of the Board of
Directors or of any such committee by means of a
conference telephone or similar communications equipment
by means of which all persons participating in the
meeting can hear each other; and, participation in a
meeting in such manner shall constitute presence in
person at the meeting.
SECTION 3.6: INFORMAL ACTION
Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if, prior to
such action, a written consent thereto is signed by all
members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of
Directors or committee.
SECTION 3.7: NOTICE
At least one (1) day's notice of any special meeting of
the Board of Directors or of any meeting of a committee
of the Board of Directors shall be given to all
directors or committee members, as the case may be,
unless, in the opinion of the officers or directors
calling the meeting, an emergency exists which requires
less than one (1) day's notice; in that event, only such
notice need be given as such officer or directors shall
direct. Any director may waive notice of any meeting.
(See, Section 10.1 of these by-laws.) The attendance of
a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 3.8: FEES
By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors or any committee
thereof, and may be
<PAGE>
paid a fixed sum for attendance at each such meeting or
a stated salary as director, or both.
SECTION 3.9: QUORUM
Except as otherwise provided in Section XI of the
Restated Certificate of Incorporation, a majority of the
sum of (i) the number of directors determined pursuant
to Paragraph (2) of Section XI of the Restated
Certificate of Incorporation and Section 3.2(a) of these
by-laws, and (ii) the number of directors, if any,
elected under specified circumstances by a separate
class vote of the holders of any class or series of
Preferred Stock, as defined in Section IV of the
Restated Certificate of Incorporation, shall constitute
a quorum for the transaction of business at any meeting
of the Board of Directors; but, if less than such quorum
is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time
without further notice.
SECTION 3.10: MANNER OF ACTING
Except as provided in Sections VIII and XI of the
Restated Certificate of Incorporation and Section 3.2(a)
and Section 3.15 of these by-laws, the act of the
majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of
Directors.
SECTION 3.11: VACANCIES
Any vacancy occurring in the Board of Directors and any
directorship to be filled by reason of an increase in
the number of directorships or any other reason shall be
filled according to the provisions of Section XI of the
Restated Certificate of Incorporation.
<PAGE>
SECTION 3.12: COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors shall
be the following:
a. Executive Committee
b. Strategic Planning Committee
c. Director Affairs Committee
d. Executive Compensation and Benefits Committee
e. Audit, Compliance, and Public Policy Committee
f. Finance and Pension Fund Committee
SECTION 3.13: COMMITTEE MEMBERSHIP AND OPERATIONS
SECTION 3.13 (a): The Executive Committee will be made up of the Chairman
of the Board, as chairman of the committee, and the
chairmen of the other standing committees.
SECTION 3.13 (b): The Strategic Planning Committee shall consist of all
outside, independent directors.
(1) A director will not be considered as
"independent" if he or she is an employee or former
employee of the corporation or any of its subsidiaries,
or is a substantial customer of or a supplier of goods
or services to the corporation, or is a significant
advisor or consultant to the corporation, except when
the Board has determined that the facts of such
relationship with the corporation are not such as would
influence the exercise of independent judgment by the
director. (The ownership of stock in the corporation by
directors is encouraged and the ownership of a
substantial amount of stock is not in itself a basis for
a director to be considered as not "independent".)
(2) A director will not be considered an "outside"
director if he or she is an employee or a former
employee of the corporation or any of its subsidiaries.
SECTION 3.13 (c): The membership of the standing committees other than the
Executive Committee will be composed only of outside
directors; there will be no less than three outside
directors on each of the committees; and, in the case of
the Executive Compensation and Benefits Committee, none
of the members shall be or shall have been an employee
or officer of the corporation or its subsidiaries or be
eligible (or have been
<PAGE>
eligible during the twelve months preceding assignment
to the committee) to participate in any compensation
plan of the corporation, the administration of which is
limited to directors who are not eligible to
participate.
SECTION 3.13 (d): Directors may serve on more than one committee but no
director simultaneously may be chairman of more than one
committee.
SECTION 3.13 (e): Each committee will have a secretary, who may, but need
not be, a member of the committee or of the Board, whose
duty it will be to take and transcribe minutes of each
committee meeting and to deliver them to the Secretary
of the corporation.
SECTION 3.13 (f): Annually, at its organizational meeting, the Board of
Directors will elect members to committee memberships
and appoint chairmen of the committees. Members and
chairmen of committees will serve until their successors
are elected and may succeed themselves. At the time
membership of a committee is elected, the Board may
designate one or more directors as alternate members,
who may replace any absent or disqualified member at any
meeting of that committee.
SECTION 3.13 (g): The Chairman of the Board of Directors and the chairman
of each committee will determine when the committee
meets. Either the Chairman of the Board of Directors or
the chairman of a committee may call meetings of the
committee at any time.
SECTION 3.13 (h): The Chairman of the Board of Directors and the chairman
of each committee will develop the committee's agenda,
which will be consistent with the role of the committee
as provided in these by-laws or in the Board of
Directors resolution establishing the committee.
SECTION 3.13 (i): A majority of the members of a committee shall
constitute a quorum of its members and the act of a
majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Further, in the absence or disqualification of a member
of a committee, the member or members present at any
meeting and not disqualified from voting, whether or not
he, she, or they constitute a quorum and if they act
unanimously, may appoint another member of the Board of
Directors to act at the meeting in the place of
<PAGE>
any such absent or disqualified member.
SECTION 3.14: STANDING COMMITTEES' AREAS OF RESPONSIBILITY
SECTION 3.14 (a): EXECUTIVE COMMITTEE
In the time between meetings of the Board of Directors,
the Executive Committee shall have and may exercise all
of the authority and powers of the Board of Directors to
the extent allowed by law, specifically including,
without thereby limiting the generality of the
foregoing, the authority to declare dividends. The
Executive Committee shall inform the Board of Directors
of all actions taken by it at the first meeting of the
Board of Directors following the taking of any such
action.
SECTION 3.14 (b): STRATEGIC PLANNING COMMITTEE
Duties and responsibilities:
(1) To review periodically with the Chief
Executive Officer of the corporation the mission and
strategy of the corporation and its major subsidiaries;
(2) To review and address with the Chief Executive
Officer the significant issues and opportunities which
affect the corporation and its strategy as such issues
and opportunities arise;
(3) To review and act upon the recommendations of
the Chief Executive Officer with respect to plans which
will further the execution of the corporation's
strategy;
(4) To review and act upon the recommendations of
the Chief Executive Officer with respect to modification
of the mission or strategy of the corporation;
(5) To review annually the corporation's plans for
succession and management development of key officers of
the corporation, and to have on a continuing basis the
recommendation of the Chief Executive Officer as to his
successor, should he resign, die, or become unexpectedly
<PAGE>
disabled;
(6) To review at least twice annually, in
executive session at which members are free to raise any
subject, its evaluation of the performance of the Chief
Executive Officer.
SECTION 3.14 (c): AUDIT, COMPLIANCE, AND PUBLIC POLICY COMMITTEE
Duties and Responsibilities:
(1) To protect the shareholders, customers,
employees, and directors of the corporation and its
subsidiaries from undue risks and from liability by
securing and reviewing financial and other information
about the corporation and its subsidiaries and by
monitoring the compliance of the corporation and its
subsidiaries with the various laws and regulations to
which the corporation and its subsidiaries are subject
(including, without limitation, the provisions of the
Federal Deposit Insurance Corporation Improvement Act
[FIDICIA]);
(2) To review with the chief internal auditor and
the independent public accountant their annual audit
plans, including the degree of coordination of their
respective plans and to enquire into the extent to which
the planned audit scope can be relied upon to detect
fraud or weakness in internal controls;
(3) To make recommendations to the Board of
Directors with regard to the appointment or discharge of
the corporation's independent public accountants;
(4) To review with the independent public
accountants the cooperation received from management
during the course of the audit and the extent to which
any restrictions placed upon them may have affected
their examination;
(5) To review the Annual Report to Shareholders
prior to its publication and to discuss with the
independent public accountants any significant
transactions not a normal part of the corporation's
business, significant adjustments proposed by them, and
comments submitted by the independent public accountants
concerning the corporation's system of internal
<PAGE>
accounting control, together with management's actions
to correct any deficiencies noted;
(6) To review steps taken to assure compliance
with the corporation's policy regarding conflicts of
interest and business ethics;
(7) To review transactions or relationships
between the corporation and any director, officer, or
stockholder owning more than 5% of the corporation's
common stock (including any family members of the
foregoing); and to make recommendations to the Board of
Directors concerning whether such relationships should
continue; and, to ascertain that appropriate reporting
of such transactions or relationships has been made in
accordance with regulations of the Securities and
Exchange Commission and other regulatory agencies;
(8) To review the quality and depth of staffing of
the corporation's financial, accounting, and internal
audit personnel;
(9) To review the scope of the internal auditors'
activities, their reports of findings resulting from the
examination of the corporation's records, operations,
and systems of internal accounting controls, and matters
affecting their independence in the performance of the
audit of the corporation's accounts;
(10) To meet at least annually with the
independent public accountants and internal auditors to
verify the corporation's financial statements, internal
accounting control systems, and compliance with the
corporation's policy, laws, and other regulations of the
various banks and other subsidiaries owned by the
corporation and to review with them the results of
examinations by regulatory agencies and the
effectiveness of the corrective action taken by
management in response to the examination reports;
(11) To consider and review the policies and
practices established by the corporation from time to
time to address issues of social and public concern,
including, but not limited to, equal employment
opportunity, charitable and educational contributions,
health and safety programs, environmental protection and
energy conservation,
<PAGE>
government affairs, and shareholder relations;
(12) To review significant legislative and other
social trends and developments of importance to the
corporation and its employees and customers;
(13) To report, and make recommendations, to the
Board of Directors from time to time, as the committee
may deem advisable, on any of the matters described
above;
(14) To review expense accounts and executive
perquisites of the corporation's Management Committee;
(15) To communicate and meet regularly and in
private session with (i) the corporation's independent
public accountants, (ii) the corporation's internal
auditors, (iii) the corporation's officers responsible
for loan review, and (iv) the corporation's senior
management;
(16) To review all significant litigation
involving the corporation and, particularly, all
litigation involving claims of wrong-doing by directors,
officers, or independent public accountants of the
corporation;
(17) To review annually with management their
plans for the scope of the independent public
accountants' activities, including their performance of
non-audit services, and expected fees to be incurred
therefore, the accountant's report of findings resulting
from examination of the corporation's records and
systems of internal accounting controls, and matters
affecting their independence in the performance of the
audit of the corporation's books and records
SECTION 3.14 (d): EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE.
Duties and Responsibilities:
(1) Periodically to examine and make
recommendations to the Board of Directors regarding the
corporation's overall executive compensation structure;
(2) To administer the corporation's executive
<PAGE>
compensation plans or other arrangements providing for
benefits to officers of the corporation in accordance
with the terms of the plans and any rules and
regulations thereunder, and to delegate all or a portion
of its powers and responsibilities with respect to such
plans to the Chief Executive Officer of the corporation;
provided, however, that the Committee shall retain all
power and responsibility with respect to awards granted
to officers of the corporation or its subsidiaries at
the level of Executive Vice President and above;
(3) To designate the employees eligible to be
granted awards under the corporation's executive
compensation plans and other arrangements providing for
benefits to officers of the corporation, and the type,
amount, and timing of such awards; provided, however,
that the committee may delegate to the Chief Executive
Officer of the corporation its responsibilities to
approve awards to employees of the corporation and its
subsidiaries below the level of Executive Vice
Presidents;
(4) To review and make recommendations to the
Board of Directors with respect to creation of new
executive compensation plans of the corporation and plan
terminations;
(5) To consider and make recommendations to the
Board of Directors concerning amendments to existing
executive compensation plans;
(6) To review annually and approve the salaries
paid to officers of the corporation and of its
subsidiaries at the level of Executive Vice President
and above;
(7) To consider and recommend to the Board of
Directors the terms of any contractual agreements and
other similar arrangements that may be entered into with
officers of the corporation and of its subsidiaries;
(8) To recommend to the Board of Directors a slate
of executive officers of the corporation at the level of
the Management Committee or higher to be elected
annually and to recommend at other appropriate times,
with respect to executive officers at the level of the
Management Committee or higher, their removal,
promotion, and the filling of vacancies which occur
during the year;
<PAGE>
(9) To review and approve or disapprove the
holding or assuming of any office or board membership or
similar position with any non-affiliated corporation or
other entity by any officer of the corporation or by any
officer of any subsidiary or affiliate of the
corporation at the level of Executive Vice President or
above; provided, however, that action of the committee
shall not be required for holding positions with any
"not-for-profit" entity, including any civic, religious,
community, or charitable institution nor for positions
held by officers of the Trust Division as a part of
their duties as trust officers. The committee shall act
upon the written recommendation of the Chief Executive
Officer and no officer at the level of Executive Vice
President or above shall accept or stand for election
for any such position without the prior approval of this
committee.
SECTION 3.14 (e): FINANCE AND PENSION FUND COMMITTEE.
Duties and Responsibilities:
(1) To review and make recommendations regarding:
(A) dividend policy and action;
(B) issuance of debt and equity securities by
the corporation and its subsidiaries and affiliates and
the material terms of all such debt and equity
securities; and,
(C) guarantees of debt by the corporation, its
subsidiaries and affiliates.
(2) To review the recommendations of the
corporation's management concerning financial policies
and, based thereon, to set and approve:
(A) Long-term financial policies and annual
financial plans of the corporation and its subsidiaries;
(B) Policies relating to management of foreign
currencies and foreign credit of the corporation and its
subsidiaries;
(C) Policies for portfolio investments of the
<PAGE>
corporation and its subsidiaries;
(D) Expenditures, commitments, and
dispositions by the corporation and its subsidiaries of
property valued in excess of Five Million Dollars;
except, however, no such approval shall be required for
the disposition of property acquired by a bank in the
collection of a debt due to the bank, through
foreclosure or otherwise (generally "Other Real Estate
Owned");
(E) The selection and appointment of
investment bankers and managing underwriters in
connection with the issuance of securities by the
corporation, its subsidiaries, or affiliates; and,
(F) The terms of loans made by the corporation
to its subsidiaries or affiliates and borrowings by the
corporation from its subsidiaries or affiliates.
(3) To review at least annually the risk-
management policy of the corporation and its program of
insurance;
(4) To review at least annually the financial
status and investment performance of all the
corporation's retirement and employee benefit plans;
(5) To select and appoint plan administrators,
trustees, actuaries, and investment managers (and
allocate assets of the plans among investment managers,
if any) and to review periodically the administration of
the plans;
(6) To review annually the actuarial assumptions
and reports for the plans;
(7) To establish and, as appropriate, review the
investment and funding policies and objectives of the
plans;
(8) To review at least annually compliance with
the Employee Retirement Income Security Act of 1974, as
amended, and Internal Revenue Service and Department of
Labor regulations;
(9) To review and approve plan amendments of a
non-material nature;
<PAGE>
(10) To review and make recommendations to the
Board of Directors with respect to the creation of new
plans of the corporation subject to the provisions of
the Employee Retirement Income Security Act of 1974, as
amended, plan terminations, and plan amendments of a
material nature.
SECTION 3.14 (f): DIRECTOR AFFAIRS COMMITTEE
Duties and Responsibilities:
(1) To recommend to the Board of Directors
criteria regarding composition of the Board of
Directors, the size of the Board of Directors, the mix
of employee and non-employee directors, and Board of
Directors retirement and tenure policies;
(2) To review and make recommendations to the
Board of Directors regarding director compensation and
benefits;
(3) To review qualifications of candidates for
Board of Directors membership;
(4) To screen and interview possible candidates
for Board of Directors membership and to assist in
attracting qualified candidates;
(5) To recommend to the Board of Directors a slate
of nominees or individual nominees to be proposed for
election as directors at annual meetings and other
appropriate times;
(6) To review the qualifications and effectiveness
of incumbent directors and the Board of Directors.
SECTION 3.15: OTHER COMMITTEES OF THE BOARD
The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one
or more committees, which, to the extent provided in
such resolution or resolutions, shall have, and may
during intervals between the meetings of the Board of
Directors exercise, the powers of the Board of Directors
in the management of the business and affairs of the
corporation and may have power to authorize the seal of
the corporation to be affixed to all papers
<PAGE>
which may require it. Each such committee or committees
shall consist of two or more of the directors of the
corporation and shall have such name or names as may be
determined from time to time by resolution or
resolutions adopted by the Board of Directors. The
designation of any such committee or committees and the
delegation thereto of authority shall not operate to
relieve the Board of Directors, nor any member thereof,
of any responsibility imposed upon it, him, or her, by
law.
SECTION 3.16: EMERITUS BOARD OF DIRECTORS
There shall be an "Emeritus Board of Directors" which
shall consist of directors of the corporation who have
retired, either by reason of age or because of being
retired or otherwise permanently separated from the
business or professional position which he or she held
at the time of his or her election to the Board of
Directors. The Emeritus Board of Directors will meet
with the senior management of the corporation quarterly
or at such other times as may be determined by the Board
of Directors on the recommendation of the Director
Affairs Committee. Retiring directors of the corporation
(including officer-directors) shall be eligible to
become Emeritus Directors of the corporation for a
period not to exceed five (5) years or as otherwise may
be determined by the Board of Directors on the
recommendation of the Director Affairs Committee. By
resolution of the Board of Directors, Emeritus Directors
may be paid their reasonable transportation expenses, if
any, of attendance at each meeting of the Emeritus Board
and also may be paid a fixed sum for attendance at each
such meeting or a stated salary as Emeritus Director, or
both.
<PAGE>
400-4
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article IV - Officers And Employees
Date: April, 1995
SECTION 4.1: GENERAL
(a) NUMBER. The officers of this corporation shall
consist of a Chairman of the Board of Directors, a
President, one or more Vice Presidents (one or more of
whom may be designated by the Board of Directors as
Senior Executive Vice President, Executive Vice
President, Senior Vice President, or such other title as
the Board of Directors may determine), a Chief
Accounting Officer, and a Corporate Secretary and may
also include such other officers as the Board of
Directors may from time to time determine, including,
but not limited to, one or more Vice Chairmen and one or
more Assistant Secretaries. Either the Chairman of the
Board or the President shall be designated by the Board
of Directors as the Chief Executive Officer of the
corporation; the President, a Vice Chairman, or one of
the Vice Presidents may be designated by the Board as
the Chief Operating Officer of the corporation; and,
other officers may be designated by other titles such as
"Chief Compliance Officer", "Chief Financial Officer",
"Chief Credit Officer", and the like.
(b) EXECUTIVE OFFICERS; ORDER OF AUTHORITY. As used in
these by-laws, the term "Executive Officers" shall
include the Chairman of the Board (if, but only if, he
also is the Chief Executive Officer), the President
(regardless of whether he is the Chief Executive
Officer), any Vice Chairman of the Board, the Senior
Executive Vice Presidents, and the Executive Vice
Presidents. Their "order of authority" shall be the
order in which their titles are listed above; except
that, if two or more officers have the same title, their
order of authority shall be any order of authority
designated by the Board of Directors or the Executive
Compensation and Benefits Committee.
<PAGE>
(c) DUAL OFFICES. Any two or more offices in this
corporation may, except where prohibited by law, be held
by the same individual. In cases where an individual
holds more than one office, that person shall have the
authority of all offices so held and shall occupy the
"order of authority" provided in these by-laws for the
more senior of the offices held.
(d) MANNER OF ELECTION; TERM OF OFFICE. Except as
provided below, all officers shall be elected annually
by the Board of Directors at their first meeting next
following the Annual Meeting of Shareholders of the
corporation, or as soon thereafter as is practicable;
and, their terms of office shall be for one (1) year,
commencing upon election, or until their successors are
elected and qualified, whichever occurs later.
The Board of Directors may, at any time and for any
reason sufficient to them, elect such other officers as
they may deem desirable.
Each of the two (2) Executive Officers having the
highest order of authority has the power to elect or
appoint all employees and all officers holding a title
at or below that of Senior Vice President. Appointment
of employees and election of persons to an office at or
below the level of Senior Vice President shall be made,
unless one of the said two (2) Executive Officers acts
directly in a particular instance, as provided in the
personnel policies of the corporation, as they may from
time to time be adopted, amended, and modified.
Compensation of all officers and employees shall be
fixed as provided in the personnel policies of this
corporation.
(e) REMOVAL FROM OFFICE. All officers and employees
serve at the will of this corporation and may be removed
from office and employment at any time, with or without
cause.
Only the Board of Directors or its Executive Committee
can remove from office the Chief Executive Officer, the
Chairman of the Board, or the President.
All other officers and employees may be removed from
office by either of the two (2) Executive Officers
having the highest order of authority or by any person
authorized so to do by the personnel policies of this
corporation; and, unless one of the said two (2)
Executive Officers acts directly in a particular
<PAGE>
instance, removal from office or employment shall be as
provided in the personnel policies of the corporation,
as they may from time to time be adopted, amended, and
modified.
(f) VACANCIES Offices becoming vacant will be filled by
the Board of Directors or the Executive Committee as
soon as deemed practicable. In the event of a vacancy in
any of the offices of the Executive Officers, any of the
other Executive Officers remaining may be elected to
fill the vacancy in such office for such period as the
Board of Directors may determine or until further action
by the Board.
SECTION 4.2: CHIEF EXECUTIVE OFFICER
Subject to the control of the Board of Directors, of the
Executive Committee, and of other committees of the
Board having authority, the Chief Executive Officer
shall be vested with authority to act for the
corporation in all matters to the extent that such
delegation of authority may not be contrary to law; and
shall have general charge of the corporation and of its
business and affairs, including authority over the
detailed operations of the corporation and over its
employees; and, subject to the limitations stated, shall
have full power and authority to do and perform in the
name of the corporation all acts necessary or proper in
his opinion to be done and performed and to execute for
and in the name of the corporation all instruments,
agreements, and deeds which may be authorized to be
executed on behalf of the corporation or which may be
required by law.
SECTION 4.3: CHAIRMAN OF THE BOARD
The Chairman of the Board, or in his absence, the
President or other Executive Officers, in their order of
authority, shall preside at all regular, called, or
special meetings of the Board of Directors, the
Executive Committee, and the shareholders, and at
adjournments thereof.
SECTION 4.4: PRESIDENT
The President shall, subject to the direction of the
Board of Directors, its Executive Committee, other
committees of the
<PAGE>
Board of Directors having authority (and, if he is not
the Chief Executive Officer, then also subject to the
direction of the Chief Executive Officer), be vested
with authority to act for the corporation in all matters
to the extent that such delegation of authority may not
be contrary to law. The President, regardless of whether
he is also the Chief Executive Officer, shall have the
same power to sign for the corporation as is prescribed
in these by-laws for the Chief Executive Officer. The
President shall perform all duties incidental to the
office and shall perform such other duties as may be
assigned from time to time by the Board of Directors or
the Chief Executive Officer.
SECTION 4.5: OTHER EXECUTIVE OFFICERS
Each of the Executive Officers shall (subject to the
direction of the Board of Directors and of the
committees of the Board having authority and to the
direction of the Chief Executive Officer) have and may
exercise authority to act for the corporation in all
matters to the extent that such delegation of authority
may not be contrary to law and, in general, to discharge
the functions and to exercise the authority vested in
the Chief Executive Officer in matters not otherwise
acted upon by the Chief Executive Officer or by other
Executive Officers senior in the order of authority.
Subject to the limitations stated above, the authority
of each Executive Officer shall include authority over
the operations of the corporation within his or her
assigned areas of responsibility and over assigned
employees, and authority to do and perform in the name
of the corporation all acts necessary or proper in his
or her opinion to be done and performed and to execute
for and in the name of the corporation all instruments,
agreements, and deeds which may be authorized to be
executed on behalf of the corporation or required by
law.
SECTION 4.6: VICE PRESIDENTS
Any Vice President shall have the authority to execute
in the name of the corporation stock certificates of the
corporation and transfers, conveyances, certificates,
releases, satisfactions, authentications, options,
proxies, leases, including oil, gas, and other mineral
leases, agreements or
<PAGE>
other instruments pertaining to investment, assets or
operations of the corporation or powers held or
controlled by the corporation. The Vice Presidents shall
have such other powers as are from time to time
conferred upon them by the Board of Directors,
committees of the Board, and the Executive Officers.
SECTION 4.7: CHIEF ACCOUNTING OFFICER OR CONTROLLER
An officer of the corporation shall be appointed "Chief
Accounting Officer" or "Controller" and shall have
custody of the corporation's general accounting records,
shall prepare financial statements, tax returns, profit
plans and reports to regulatory authorities, and shall
have such other duties as the Chief Executive Officer or
other Executive Officer may assign him from time to
time.
SECTION 4.8: THE SECRETARY
The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in
one (1) or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c)
be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation
is affixed to all documents the execution of which on
behalf of the corporation under its seal is duly
authorized; (d) keep a record of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge
of the stock transfer books of the corporation; and (f)
in general perform all duties incident to the office of
Secretary and such other duties as from time to time may
be assigned to him or her by these by-laws, by the Chief
Executive Officer, or by the Board of Directors.
SECTION 4.9: EXERCISE OF AUTHORITY OF CHIEF EXECUTIVE OFFICER BY
OTHER EXECUTIVE OFFICERS
In case of the disqualification, disability, death,
resignation, or removal of the Chief Executive Officer,
and until the Board of Directors has filled the vacancy,
the Executive
<PAGE>
Officers, in their order of authority, shall act as such
Chief Executive Officer and with his full authority.
SECTION 4.10: MANAGEMENT COMMITTEE
There shall be a Management Committee of the corporation
to consist of such officers of the corporation and its
subsidiaries as may be appointed to sit thereon by the
Chief Executive Officer. The committee shall be chaired
by the Chief Executive Officer and shall meet at his
call.
The Management Committee shall develop, publish, and
implement detailed policies and procedures on behalf of
the corporation and its subsidiaries and affiliates
under such guidelines as may from time to time be
adopted by the Board of Directors, which reserves the
right to amend or revoke actions of the Management
Committee The Management Committee shall also have the
duty to amend, make additions to, or deletions from, or
revoke such policies and procedures, to the extent the
committee deems such actions to be necessary and
desirable. The committee shall have the duty to publish
policies and procedures in the form of a manual or
manuals for distribution to appropriate personnel of the
corporation and its subsidiaries and affiliates.
In addition to the duties prescribed above, the
Management Committee shall have such other and further
duties and responsibilities as may from time to time be
assigned to it by the Board of Directors or the Chief
Executive Officer.
<PAGE>
400-5
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject Article V - Contracts, Loans, Checks and
Deposits, Proxies
DATE: April, 1995
SECTION 5.1: CONTRACTS
The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be
general or confined to specific instances.
SECTION 5.2: LOANS
No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 5.3: CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 5.4: DEPOSITS
All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
<PAGE>
SECTION 5.5: PROXIES
Unless otherwise provided by resolution of the Board of
Directors, the Chief Executive Officer may from time to
time appoint an attorney or agent of the corporation, to
cast the votes which the corporation may be entitled to
cast as the holder of stock or other securities in any
other corporation any of whose stock or other securities
may be held by the corporation, at meetings of the
holders of the stock or other securities of such other
corporation, or to consent in writing, in the name and
on behalf of the corporation as such holder, to any
action by such other corporation, and may instruct the
person or persons so appointed as to the manner of
casting such votes or giving such consent, and may
execute or cause to be executed, in the name and on
behalf of the corporation and under its corporate seal
or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the
premises.
<PAGE>
400-6
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VI - Certificates for Shares and Their
Transfer
Date: January, 1994
SECTION 6.1: CERTIFICATES FOR SHARES
Certificates shall be issued only for whole shares and
no certificate will be issued for a fractional share.
Certificates representing whole shares of the
corporation shall be in such form as shall be determined
by the Board of Directors, such certificates shall be
signed in the manner provided by the General Corporation
Law of Delaware by the Chief Executive Officer and by
the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the
person to whom the shares represented thereby are
issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed,
or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
SECTION 6.2: TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only
on the stock transfer books of the corporation by the
holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney
thereunto authorized by power of attorney duly executed
and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the
books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
<PAGE>
400-7
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VII - Fiscal Year
Date: May, 1990
SECTION 7.1: The fiscal year of the corporation shall begin on the
first day of January and end on the 31st day of December
in each year.
<PAGE>
400-8
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VIII - Dividends
Date: April, 1995
SECTION 8.1: The Board of Directors or its Executive Committee may
from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
<PAGE>
400-9
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article IX - Seal
Date: May, 1990
SECTION 9.1 The corporate seal of the corporation shall be a
circular die around which shall be the words "AmSouth
Bancorporation."
<PAGE>
400-10
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article X - Waiver of Notice
Date: May, 1990
SECTION 10.1: Whenever any notice is required to be given to any
shareholder or director of the corporation under the
provisions of these by-laws, the Restated Certificate of
Incorporation, or the provisions of law, a waiver
thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
<PAGE>
400-11
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article XI - Amendments
Date: April, 1995
SECTION 11.1: POWER OF DIRECTORS TO AMEND
The Board of Directors shall have the power to alter,
amend, and repeal the by-laws of the corporation or
adopt new by-laws for the corporation at any regular or
special meeting of the Board.
SECTION 11.2: POWER OF SHAREHOLDERS TO AMEND
(a) The shareholders may alter, amend, or repeal the by-
laws of the corporation or adopt new by-laws for the
corporation at any annual meeting or at a special
meeting called for the purpose, and all by-laws made by
the directors may be altered, amended, or repealed by
the shareholders; (1) provided, however, that the
affirmative vote of the holders of sixty-seven percent
(67%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Section VII of the Restated Certificate of Incorporation
of this corporation, or adopt any provision of these by-
laws that would cause these by-laws to be inconsistent
with the provisions of Section VII of the Restated
Certificate of Incorporation of this corporation; (2)
provided further, however, that the affirmative vote of
the holders of eighty percent (80%) of the combined
voting power of the then outstanding shares of capital
stock of this corporation entitled to vote generally for
the election of directors, voting together as a single
class, shall be required for the shareholders to alter,
amend, or repeal Section XI of the Restated Certificate
of Incorporation of this corporation or to adopt any
provision of these by-laws that would cause these by-
laws to be inconsistent with the provisions of Section
XI of the Restated Certificate of Incorporation of this
corporation; (3) provided further,
<PAGE>
however, that the affirmative vote of the holders of
eighty percent (80%) of the combined voting power of the
then outstanding shares of capital stock of this
corporation entitled to vote generally for the election
of directors, voting together as a single class, shall
be required for the shareholders to alter, amend, or
repeal any provision of Paragraph (a) of Section 3.2 of
these by-laws or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
the provisions of Paragraph (a) of Section 3.2 of these
by-laws; (4) provided further, however, that the
affirmative vote of the holders of not less than eighty
percent (80%) of the outstanding shares of the voting
stock and the affirmative vote of the holders of not
less than sixty-seven percent (67%) of the voting stock
held by stockholders other than an Interested
Stockholder (as defined in Section VIII of the Restated
Certificate of Incorporation) shall be required for the
shareholders to alter, amend, or repeal Section VIII of
the Restated Certificate of Incorporation of this
corporation, or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
the provisions of Section VIII of the Restated
Certificate of Incorporation of this corporation.
(b) The affirmative vote of the holders of sixty-seven
percent (67%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Paragraph (a) (1) of this Section 11.2 of these by-laws
or to adopt any provision of these by-laws that would
cause these by-laws to be inconsistent with Paragraph
(a) (1) of this Section 11.2 of these by-laws.
(c) The affirmative vote of the holders of eighty
percent (80%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Paragraph (a) (2) or (a) (3) of this Section 11.2 of
these by-laws or to adopt any provision of these by-laws
inconsistent with Paragraph (a) (2) or (a) (3) of this
Section 11.2 of these by-laws.
(d) The affirmative vote of the holders of not less than
eighty percent (80%) of the outstanding shares of the
voting stock
<PAGE>
and the affirmative vote of the holders of not less than
sixty-seven percent (67%) of the voting stock held by
stockholders other than an Interested Stockholder (as
defined in Section VIII of the Restated Certificate of
Incorporation) shall be required for the shareholders to
alter, amend, or repeal Paragraph (a) (4) of this
Section 11.2 or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
Paragraph (a) (4) of this Section 11.2 of these by-laws.
<PAGE>
EXHIBIT 10-a
AMENDMENT NUMBER TWO
TO
1989 AMSOUTH BANCORPORATION
LONG TERM INCENTIVE COMPENSATION PLAN
Pursuant to approval by the Board of Directors of AmSouth Bancorporation,
the 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan is hereby
amended, effective July 20, 1995, by deleting subsections (4) and (5) of
Section 5.6(b) thereof, and inserting the word "and" immediately after
subsection (3), and substituting in lieu of the deleted subsections (4) and (5)
the following:
"(4) if the Grantee making the Election is an Officer of the Company
within the meaning of Section 16(b), the exercise, lapsing of restrictions and
Elections with respect to Options, Stock Appreciation Rights and Restricted
Stock Awards shall be subject to such other limits and restrictions as shall be
imposed by the Committee from time to time to ensure or promote compliance with
Section 16(b) and other applicable laws and regulations."
IN WITNESS WHEREOF, AmSouth Bancorporation has adopted and approved this
Amendment Number Two to the 1989 AmSouth Bancorporation Long Term Incentive
Compensation Plan by act of its Board of Directors and has caused same to be
executed in its name and on its behalf this 5th day of September, 1995 to be
effective as of July 20, 1995.
AMSOUTH BANCORPORATION
By: /s/ John W. Woods
-------------------------------------
John W. Woods
Chairman of the Board and Chief
Executive Officer
ATTEST:
/s/ Carl L. Gorday
- ----------------------------
Assistant Secretary
<PAGE>
EXHIBIT 10-b
AMENDMENT NUMBER SIX
TO
AMSOUTH BANCORPORATION
LONG TERM INCENTIVE COMPENSATION PLAN
Pursuant to approval by the Board of Directors of AmSouth Bancorporation,
the AmSouth Bancorporation Long Term Incentive Compensation Plan is hereby
amended, effective July 20, 1995, by deleting subsections (4) and (5) of
Section 5.6(b) thereof, and inserting the word "and" immediately after
subsection (3), and substituting in lieu of the deleted subsections (4) and (5)
the following:
"(4) if the Grantee making the Election is an officer of the Company
within the meaning of Section 16(b), the exercise, lapsing of restrictions and
Elections with respect to Options, Stock Appreciation Rights and Restricted
Stock Awards shall be subject to such other limits and restrictions as shall be
imposed by the Committee from time to time to ensure or promote compliance with
Section 16(b) and other applicable laws and regulations."
IN WITNESS WHEREOF, AmSouth Bancorporation has adopted and approved this
Amendment Number Six to the AmSouth Bancorporation Long Term Incentive
Compensation Plan by act of its Board of Directors and has caused same to be
executed in its name and on its behalf this 5th day of September, 1995 to be
effective as of July 20, 1995.
AMSOUTH BANCORPORATION
By: /s/ John W. Woods
-------------------------------------
John W. Woods
Chairman of the Board and Chief
Executive Officer
ATTEST:
/s/ Carl L. Gorday
- ----------------------------
Assistant Secretary
<PAGE>
EXHIBIT 11
AMSOUTH BANCORPORATION
STATEMENT REGARDING COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
------------------- -------------------
1995 1994 1995 1994
--------- --------- --------- ---------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net income............................. $ 127,063 $ 125,935 $ 46,095 $ 44,061
========= ========= ========= =========
Average shares of common stock out-
standing.............................. 58,273 56,021 58,418 58,894
========= ========= ========= =========
Earnings per common share.............. $ 2.18 $ 2.25 $ 0.79 $ 0.75
========= ========= ========= =========
</TABLE>
<PAGE>
Exhibit 15--Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the following Registration
Statements and in their related Prospectuses, of our report dated November 7,
1995, relating to the unaudited consolidated financial statements of AmSouth
Bancorporation and subsidiaries which are included in its Form 10-Q for the
quarter ended September 30, 1995:
Form S-3 No. 33-55683 pertaining to the Dividend Reinvestment and Common
Stock Purchase Plan;
Form S-8 No. 33-52243 pertaining to the assumption by AmSouth
Bancorporation of FloridaBank Stock Option Plan and FloridaBank Stock
Option Plan--1993;
Form S-8 No. 33-52113 pertaining to the 1989 Long Term Incentive
Compensation Plan;
Form S-3 No. 33-50363 pertaining to the Debt Shelf Registration;
Form S-8 No. 33-35218 pertaining to the 1989 Long Term Incentive
Compensation Plan;
Form S-8 No. 33-37905 pertaining to the AmSouth Bancorporation Thrift Plan;
Form S-8 No. 33-9368 pertaining to the Long Term Incentive Compensation
Plan;
Form S-8 No. 33-2927 (as amended) pertaining to the Employee Stock Purchase
Plan;
Form S-8 No. 2-97464 pertaining to the Long Term Incentive Compensation
Plan;
Form S-3 No. 33-35280 pertaining to the Dividend Reinvestment and Common
Stock Purchase Plan;
Form S-8 No. 33-19016 pertaining to the Long Term Incentive Compensation
Plan;
Form S-8 No. 33-18653 pertaining to the 1987 Substitute Stock Option Plan;
and,
Form S-8 No. 33-58777 pertaining to the Director Restricted Stock Plan.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statements prepared or certified by accountants
within the meaning of Sections 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
November 7, 1995
<PAGE>
EXHIBIT 21
AMSOUTH BANCORPORATION
LIST OF SUBSIDIARIES
The following is a list of all subsidiaries of AmSouth and the jurisdiction
in which they were organized. Each subsidiary does business under its own
name.
Name Jurisdiction Where Organized
---- ----------------------------
AmSouth Bank of Alabama.......................... Alabama
AmSouth Investment Services, Inc.............. Alabama
AmSouth Leasing Corporation................... Alabama
AmSouth Mortgage Company, Inc................. Delaware
AmSouth Realty, Inc........................... Delaware
AmSouth Riverchase, Inc....................... Alabama
Fifth Avenue Realty Company................... (unincorporated joint venture)
FirstGulf Insurance Agency, Inc............... Alabama
National Properties and Mining Company, Inc... Delaware
AmSouth Bank of Florida.......................... Florida
Amfed Service Corporation..................... Florida
Amfed Mortgage Corporation................ Florida
AmSouth Insurance Agency, Inc................. Florida
AmSouth Retirement Services, Inc.............. Florida
First City Service Corporation................ Florida
Horseshoe Bend Land Company (partnership). Tennessee
Fortune Mortgage Corporation.................. Florida
MSF Marketing, Inc............................ Florida
MSF Properties, Inc........................... Florida
Service Mortgage and Insurance Agency, Inc.... Florida
AmSouth Bank of Tennessee........................ Tennessee
FMLS, Inc..................................... Tennessee
AmSouth Bank of Georgia.......................... Georgia
Alabanc Properties, Inc.......................... Delaware
AmSouth Bank of Walker County.................... Alabama
AmSouth of Louisiana, Inc........................ Louisiana
Fortune Equity Corporation....................... Florida
First Clearwater Corporation.................. Florida
MSF Management Corp.............................. Florida
MSF Financial Corp............................ Florida
Trivest Enterprises, Inc......................... Florida
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, AND
TABLES 2, 7, AND 8 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 594,064
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,250
<TRADING-ASSETS> 11,128
<INVESTMENTS-HELD-FOR-SALE> 522,805
<INVESTMENTS-CARRYING> 3,258,715
<INVESTMENTS-MARKET> 3,273,713
<LOANS> 12,001,811
<ALLOWANCE> 179,550
<TOTAL-ASSETS> 17,004,235
<DEPOSITS> 13,172,226
<SHORT-TERM> 1,851,180
<LIABILITIES-OTHER> 280,516
<LONG-TERM> 313,094
<COMMON> 59,980
0
0
<OTHER-SE> 1,327,239
<TOTAL-LIABILITIES-AND-EQUITY> 17,004,235
<INTEREST-LOAN> 755,719
<INTEREST-INVEST> 187,705
<INTEREST-OTHER> 5,263
<INTEREST-TOTAL> 948,687
<INTEREST-DEPOSIT> 410,979
<INTEREST-EXPENSE> 506,665
<INTEREST-INCOME-NET> 442,022
<LOAN-LOSSES> 30,049
<SECURITIES-GAINS> 481
<EXPENSE-OTHER> 391,792
<INCOME-PRETAX> 200,139
<INCOME-PRE-EXTRAORDINARY> 200,139
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 127,063
<EPS-PRIMARY> 2.18
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.88
<LOANS-NON> 89,355
<LOANS-PAST> 45,548
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 171,167
<CHARGE-OFFS> 33,284
<RECOVERIES> 9,865
<ALLOWANCE-CLOSE> 179,550
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
