<PAGE>
As filed with the Securities and Exchange Commission on April ______, 1995
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 63-0591257
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1400 AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Address of Principal Executive Offices) (Zip Code)
AmSouth Bancorporation
Director Restricted Stock Plan
(Full title of the Plan)
_____________
JAMES D. PRUETT
Senior Vice President and
Acting General Counsel
AmSouth Bancorporation
1400 AmSouth-Sonat Tower
Birmingham, Alabama 35203
(Name and address of agent for service)
(205) 581-7607
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
registered Registered (1) Offering Price Per Unit (1) Aggregate Offering Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value (and associated
Preferred Stock Purchase
Rights). 50,000 $31.625 $1,581,250 $545.26
==================================================================================================================================
</TABLE>
(1) Estimated only for the purpose of calculating the registration fee.
Such estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low
prices per share of the Registrant's Common Stock as reported by the Wall
Street Journal for New York Stock Exchange Composite Transactions on
April 19, 1995.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1994.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.
3. The description of the Registrant's shares of Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.
4. The description of the Registrant's Stock Purchase Plan Rights (the
"Rights") contained in its Registration Statement on Form 8-A filed with the
Commission on July 10, 1989, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Rights offered hereby.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
- ------ -------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
An opinion as to the legality of the shares of Common Stock being
registered is being provided by Carl L. Gorday, Counsel for AmSouth. Mr.
Gorday has interests in the Common Stock in an amount that is less than 1/100
of one percent of the outstanding shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Directors, officers, employees and agents of the Registrant and its
subsidiaries or those serving at its request as directors, officers, employees
or agents of another corporation or enterprise are entitled to indemnification
as expressly permitted by the provisions of the General Corporation Law of the
State of Delaware, the Registrant's Restated Certificate of Incorporation, as
amended, the charters of the Registrant's subsidiaries and the Registrant's
liability insurance. Insofar as indemnification of liabilities
-2-
<PAGE>
arising under the Securities Act of 1933 may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as part of this Registration Statement:
4.1 Form of AmSouth Bancorporation Director Restricted Stock Plan
5 Opinion of Carl L. Gorday, Counsel of Registrant
23.1 Consent of Ernst & Young LLP
23.2 Consent of Carl L. Gorday (included in the opinion in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
-3-
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. The Registrant hereby undertakes
that in the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Birmingham, State of Alabama, as of the 24th day of
April, 1995.
AMSOUTH BANCORPORATION
By: *
----------------------------------------
John W. Woods
(Chairman of the Board, Chief Executive
Officer and A Director)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of April 24, 1995.
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief April 24, 1995
- -------------------------- Executive Officer and a Director
(John W. Woods) (Principal Executive Officer)
* Senior Executive Vice President April 24, 1995
- -------------------------- and Chief Financial Officer
(Kristen M. Hudak) (Principal Financial Officer)
* Executive Vice President and April 24, 1995
- -------------------------- Controller (Principal Accounting
(M. List Underwood, Jr.) Officer)
A Director
- --------------------------
(Barney B. Burks, Jr.)
* A Director April 24, 1995
- --------------------------
(J. Harold Chandler)
* A Director April 24, 1995
- --------------------------
(Joseph M. Farley)
* A Director April 24, 1995
- --------------------------
(Rodney C. Gilbert)
* A Director April 24, 1995
- --------------------------
(Donald E. Hess)
* A Director April 24, 1995
- --------------------------
(Ronald L. Kuehn, Jr.)
-5-
<PAGE>
* A Director April 24, 1995
- --------------------------
(James R. Malone)
A Director
- --------------------------
(Claude B. Nielsen)
* A Director April 24, 1995
- --------------------------
(Z. Cartter Patten, III)
* A Director April 24, 1995
- --------------------------
(Benjamin F. Payton)
* A Director and Officer April 24, 1995
- --------------------------
(C. Dowd Ritter)
A Director
- --------------------------
(Herbert A. Sklenar)
By: */s/ Carl L. Gorday
-----------------------
(Carl L. Gorday)
Attorney-in-Fact
-6-
<PAGE>
EXHIBIT 4.1
AMSOUTH BANCORPORATION DIRECTOR RESTRICTED STOCK PLAN
1. PURPOSE. This AmSouth Bancorporation Director Restricted Stock Plan (the
"Plan") is hereby established by AmSouth Bancorporation (the "Company"). The
purpose of the Plan is to enable the Company to pay part of the compensation
of the non-employee Directors of the Company and certain of the banking
subsidiaries of the Company in shares of the Company's Common Stock, thereby
providing for or increasing such Directors' proprietary interest in the
Company. The Plan provides for the grant of shares of Common Stock of the
Company which are restricted in accordance with the terms and conditions set
forth below ("Restricted Shares").
2. ELIGIBILITY. Each Director of the Company, AmSouth Bank of Alabama,
AmSouth Bank of Florida, AmSouth Bank of Tennessee or AmSouth Bank of Georgia
who is not an officer or employee of the Company or any of its subsidiaries
and who has never been an Executive Officer of the Company (an "Eligible
Director") shall be eligible for awards under the Plan. Each Eligible Director
to whom Restricted Shares are granted under the Plan is hereinafter sometimes
referred to as a "Participant". Eligible Directors of the Company, AmSouth
Bank of Alabama and AmSouth Bank of Florida (the "Group A Boards") are
hereinafter referred to collectively as "Group A Directors" and Eligible
Directors of AmSouth Bank of Tennessee and AmSouth Bank of Georgia (the "Group
B Boards") are hereinafter referred to collectively as "Group B Directors".
3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee shall have authority to interpret the Plan, to adopt, amend and
rescind administrative regulations to further the purposes of the Plan, and to
take any other action necessary to the proper operation of the Plan. All
decisions and acts of the Committee shall be final and binding upon all Plan
Participants.
4. GRANT OF RESTRICTED SHARES.
(a)(1) Each Eligible Director who is a member of any of the Group A Boards
on the commencement date of the Plan Period (as defined below) and whose
Retirement Date (as defined below) will occur after the termination date of
such Plan Period shall be granted 1,000 Restricted Shares, effective as of the
commencement date of the Plan Period. Each Eligible Director who is a member
of any of the Group A Boards on the commencement date of the Plan Period and
whose Retirement Date will occur prior to the termination date of such Plan
Period shall be granted, effective as of the commencement date of the Plan
Period, 200 Restricted Shares for every Plan Year (as defined below) in the
period commencing April 1, 1995 and ending on the March 31 coincident with or
immediately following the Participant's Retirement Date.
(2) Each person who becomes an Eligible Director and a Group A Director
after the commencement date of the Plan Period shall be granted, effective as
of the date such person becomes a Group A Director, a number of shares equal
to the sum of (i) 16.67 multiplied by the number of full and partial calendar
months between the date of such person's election as a Group A Director
through the March 31 following such election, with such product rounded up or
down to the nearest whole share; plus (ii) 200 Restricted Shares for every
Plan Year in the period commencing on the April 1 following such election and
ending on the earlier of March 31, 2000 or the March 31 coincident with or
immediately following the Participant's Retirement Date.
(b)(1) Each Eligible Director who is a member of any of the Group B Boards
on the commencement date of the Plan Period (as defined below) and whose
Retirement Date will occur after the termination date of such Plan Period
shall be granted 500 Restricted Shares, effective as of the commencement date
of the Plan Period. Each Eligible Director who is a member of any of the Group
B Boards on the commencement date of the Plan Period and whose Retirement Date
will occur prior to the termination date of such Plan Period shall be granted,
effective as of the commencement date of the Plan Period, 100 Restricted
Shares for every Plan Year (as defined below) in the period commencing April
1, 1995 and ending on the March 31 coincident with or immediately following
the Participant's Retirement Date.
(2) Each person who becomes an Eligible Director and a Group B Director
after the commencement date of the Plan Period shall be granted, effective as
of the date such person becomes a Group B Director, a number of Restricted
Shares equal to the sum of (i) the product of 8.34 multiplied by the number of
full and partial calendar months between the date of such person's election as
an Eligible Director through the March 31 following such election, with such
product rounded up or down to the nearest whole share; plus (ii) 100
<PAGE>
Restricted Shares for every Plan Year in the period commencing on the April 1
following such election and ending on the earlier of March 31, 2000 or the
March 31 coincident with or immediately following the Participant's Retirement
Date.
(c) The Plan Period shall mean the period commencing on April 21, 1995 and
terminating on April 1, 2000. Plan Year shall mean the period April 1 through
the following March 31.
(d) For purposes of this Section 4, a Participant's Retirement Date shall
mean the date on which the event occurs that causes the Participant to be
required to retire from the Board of Directors the membership in which caused
him to be an Eligible Director, under the retirement policies of such Board of
Directors as in effect on the date of grant of Restricted Shares to such
Participant.
(e) Awards under the Plan shall be made from authorized but unissued shares
of the Company, shares purchased in the open market or shares held in the
Company's treasury, at the discretion of the Committee.
(f) If an Eligible Director serves on more than one Board of Directors, he
shall be eligible only to receive one grant, and if he serves on a Group A
Board and a Group B Board, he shall receive a grant calculated with respect to
his service on the Group A Board.
5. TERMS AND CONDITIONS OF RESTRICTED SHARES. Stock certificates representing
the Restricted Shares granted to a Participant shall be registered in the Par-
ticipant's name and shall be held by the Company on behalf of the Participant.
The Participant shall have the right to vote and receive dividends on such Re-
stricted Shares. The Participant shall not be entitled to delivery of the
stock certificates, and no Restricted Share may be sold, transferred, assigned
or pledged by the Participant, until such Restricted Share has vested, as pro-
vided in Section 6. If a Participant ceases to be an Eligible Director before
all of his Restricted Shares have vested, any of such Participant's Restricted
Shares which have not vested shall be forfeited except as provided in Section
6(e); without limiting the generality of the foregoing, if a Participant ter-
minates service on a particular Board of Directors but continues to serve as a
director of another Board service on which causes a director to be an Eligible
Director, no forfeiture shall occur. At the time Restricted Shares vest, a
certificate for such shares shall be delivered to the Participant (or the Par-
ticipant's Beneficiary (as defined in Section 10) in the event of the Partici-
pant's death), free of all restrictions, except as otherwise provided in Sec-
tion 6(d) hereof.
6. VESTING OF RESTRICTED SHARES.
(a) With respect to Restricted Shares granted as of the commencement date of
the Plan Period to Group A Directors, 200 shares shall vest on April 1 of each
of the years 1996 through and including 2000, or, if earlier, the year in
which all shares shall have vested. With respect to Restricted Shares granted
during the Plan Period but after the commencement date of such Plan Period,
(i) on the April 1 following such grant there shall vest a number of shares
equal to the product of 16.67 multiplied by the number of full or partial
calendar months from the date of such person's election as a Group A Director
through the March 31 following such election, with such product rounded up or
down to the nearest whole share, and (ii) on each April 1 thereafter through
April 1 of the year 2000, or, if earlier, the year in which all shares shall
have vested, there shall vest 200 shares.
(b) With respect to Restricted Shares granted as of the commencement date of
the Plan Period to Group B Directors, 100 shares shall vest on April 1 of each
of the years 1996 through and including 2000, or, if earlier, the year in
which all shares shall have vested. With respect to Restricted Shares granted
to Group B Directors during the Plan Period but after the commencement date of
such Plan Period, (i) on the April 1 following such grant there shall vest a
number of shares equal to the product of 8.34 multiplied by the number of full
or partial calendar months from the date of such person's election as a Group
B Director through the March 31 following such election, with such product
rounded up or down to the nearest whole share, and (ii) on each April 1 there-
after through April 1 of the year 2000, or, if earlier, the year in which all
shares shall have vested, there shall vest 100 shares.
(c) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), all
Restricted Shares granted to a Participant shall vest immediately upon the
Participant's death or disability.
(d) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), in the
event of a "Change of Control" (as defined in Section 13), all Restricted
Shares shall vest immediately; however, stock certificates for such shares
shall be delivered to the Participants, and the restrictions on transfer of
the shares shall lapse, in the amounts and at the times set forth in Sections
6(a), 6(b) and 6(e), regardless of whether the Participant is then serving as
a Director of any Group A or Group B Board.
(e) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), when a
Participant ceases to be an Eligible Director, the number of Restricted Shares
which would have vested under the provisions of Sections 6(a) and 6(b) on the
April 1 immediately following the date on which the Participant ceases to be
an Eligible Director shall not be forfeited but shall vest immediately as of
the date the Participant ceases to be an Eligible Director.
7. SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED SHARES. Within 30 days of
each date that Restricted Shares vest, a Supplemental Payment shall be paid to
the Participant (or to the Participant's Beneficiary in the event of death),
in cash, in an amount equal to the amount necessary to pay the
2
<PAGE>
federal, state and local income tax payable with respect to both the vesting
of the Restricted Shares and receipt of the Supplemental Payment, assuming the
Participant is taxed at the maximum effective income tax rate applicable
thereto and has not elected to recognize income with respect to the Restricted
Shares before the date such Restricted Shares vest.
8. REGULATORY COMPLIANCE. The Company shall not be obligated to issue or
deliver any Restricted Shares or certificates for Common Stock if (i) the
issuance or delivery of such shares shall constitute a violation of any
provision of any law or any regulation of any governmental authority or any
national securities exchange, or (ii) the Company determines that an agreement
by a Participant with respect to the disposition of shares of Common Stock is
necessary or desirable (in connection with any requirement or interpretation
of any federal or state securities law, rule or regulation) and such agreement
has not been obtained.
9. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, rights offer, liquidation, dissolution, merger, consolidation, spin-
off, sale of assets, payment of an extraordinary cash dividend, or any other
change in or affecting the corporate structure or capitalization of the
Company, each Restricted Share then outstanding shall be converted into or
exchanged for the number and kind of securities or property into which each
outstanding share of Common Stock of the Company shall be converted as a
result of such event, and the provisions of the Plan shall continue to apply
to such substituted securities or property. If the holders of Common Stock
have an election as to what type of consideration they will receive in
connection with the event, Participants shall be entitled to make the same
election.
10. BENEFICIARY. A Participant may file with the Company a written
designation of Beneficiary, on such form as may be prescribed or permitted by
the Committee, to receive any Restricted Shares and Supplemental Payments that
become deliverable to the Participant pursuant to the Plan after the
Participant's death. A Participant may, from time to time, amend or revoke a
designation of Beneficiary. If no designated Beneficiary survives the
Participant, the Participant's estate shall be deemed to be the Participant's
Beneficiary.
11. AMENDMENT OF PLAN. The Board of Directors may amend the Plan from time to
time, provided that the Plan provisions with respect to eligibility and the
amount, price and timing of awards under the Plan shall not be amended more
than once every six months (other than to comport with changes in the Internal
Revenue Code of 1986 (as amended), the Employee Retirement Income Security Act
of 1974 (as amended), or the rules thereunder). No amendment, without approval
by stockholders, may (i) increase the total number of Restricted Shares that
may be awarded under the Plan to any individual, or (ii) extend the term of
the Plan. No amendment shall adversely affect a Participant's right to receive
Restricted Shares granted under the Plan without the written consent of the
affected Participant.
12. NO GUARANTY OF DIRECTORSHIP. Nothing in this Plan shall be deemed to
create any obligation on the part of any Board of Directors to nominate any
Director for re-election or to re-elect any Director.
13. CHANGE OF CONTROL. A "Change of Control" is hereby defined to be: (1) a
merger, consolidation or other corporate reorganization of the Company in
which the Company does not survive, (2) disposition by the Company of the bank
subsidiary or any successor thereto service on the Board of which caused the
Participant to be an Eligible Director, (3) the beneficial ownership by one
person or a related group of persons of as much as 20% of the outstanding vot-
ing stock of the Company, unless the acquisition of stock resulting in such
ownership by such person or related group had been approved by the Board of
Directors of the Company, or (4) as may otherwise be defined by the Board of
Directors of the Company from time to time.
14. WITHHOLDING. Whenever the Company proposes or is required to deliver
shares of Common Stock under the Plan, the Company shall have the right to
require the Participant to remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax liability prior to the
delivery of any certificate or certificates for such shares. Supplemental
Payments under the Plan shall be net of an amount sufficient to satisfy any
federal, state and local withholding tax liability on both the vesting of
Restricted Shares and receipt of the Supplemental Payment.
15. EFFECTIVE DATE AND TERMINATION DATE. This Plan shall be effective April
20, 1995, upon the approval of the Plan by the stockholders of the Company at
the Company's 1995 Annual Meeting. The termination date of the Plan shall be
April 1, 2000. The Board of Directors of the Company may terminate the Plan
prior to its termination date, but such action shall have no effect on
Restricted Shares granted prior to such action.
3
<PAGE>
[LETTERHEAD OF AMSOUTH BANCORPORATION APPEARS HERE]
EXHIBIT 5
April 24, 1995
AmSouth Bancorporation
1400 AmSouth-Sonat Tower
1900 Fifth Avenue, North
Birmingham, Alabama 35203
Dear Sirs:
I am Counsel to AmSouth Bancorporation, a Delaware corporation (the
"Company") in connection with the registration on Form S-8 under the Securities
Act of 1933 (the "Act") of up to 50,000 shares (the "Securities") of Common
Stock, par value $1 per share, of the Company, to be issued in accordance with
the terms of the Company's Director Restricted Stock Plan (the "Plan") and up to
50,000 related stock purchase rights (the "Rights") to be issued pursuant to the
Stockholder Protection Rights Agreement dated as of June 15, 1989 (the "Rights
Agreement"), between the Company and AmSouth Bank, National Association, as
Rights Agent (the "Rights Agent"). I have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, I advise you that, in my opinion:
(1) When the registration statement on Form S-8 relating to the
Securities and the Rights (the "Registration Statement") has become
effective under the Act, and the Securities have been duly issued as
contemplated by the Registration Statement and the Plan, the
Securities will be validly issued, fully paid and nonassessable.
(2) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration
Statement has become effective under the Act and the Securities have
been validly issued as contemplated by the Registration Statement and
the Plan, the Rights attributable to the Securities will be validly
issued.
<PAGE>
AmSouth Bancorporation
April 24, 1995
Page Two
In connection with my opinion set forth in paragraph (2) above, I note that
the question whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Carl L. Gorday
Carl L. Gorday
Counsel
CLG/mb
<PAGE>
Exhibit 23.1--Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Director Restricted Stock Plan of AmSouth Bancorporation
of our report dated January 31, 1995, with respect to the consolidated financial
statements of AmSouth Bancorporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------------
Ernst & Young LLP
Birmingham, Alabama
April 18, 1995
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle H. Bridges /s/ J. Harold Chandler
- ----------------------------------- -----------------------------------
J. HAROLD CHANDLER
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Joseph M. Farley
- ----------------------------------- -----------------------------------
JOSEPH M. FARLEY
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Rodney C. Gilbert
- ----------------------------------- -----------------------------------
RODNEY C. GILBERT
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Donald E. Hess
- ----------------------------------- -----------------------------------
DONALD E. HESS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Ronald L. Kuehn, Jr.
- ----------------------------------- -----------------------------------
RONALD L. KUEHN, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ James R. Malone
- ----------------------------------- -----------------------------------
JAMES R. MALONE
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Benjamin F. Payton
- ----------------------------------- -----------------------------------
BENJAMIN F. PAYTON
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Z. Cartter Patten, III
- ----------------------------------- -----------------------------------
Z. CARTTER PATTEN, III
<PAGE>
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and Officer
of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution
hereof or upon an identical counterpart hereof, does hereby constitute and
appoint James D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of
them, his true and lawful attorney-in-fact and agent, for him and in his name,
place and stead, to execute and sign the Registration Statement on Form S-8 to
be filed by the Company with respect to its securities with the Securities and
Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Maryann Lucas /s/ C. Dowd Ritter
- ----------------------------------- -----------------------------------
C. DOWD RITTER
<PAGE>
OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officer of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ M. List Underwood, Jr.
- ----------------------------------- -----------------------------------
M. LIST UNDERWOOD, JR.
<PAGE>
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and Officer
of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution
hereof or upon an identical counterpart hereof, does hereby constitute and
appoint James D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of
them, his true and lawful attorney-in-fact and agent, for him and in his name,
place and stead, to execute and sign the Registration Statement on Form S-8 to
be filed by the Company with respect to its securities with the Securities and
Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of additional securities to be offered pursuant
to the AmSouth Bancorporation Director Restricted Stock Plan, and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of February, 1995.
WITNESS:
/s/ Diane S. Masters /s/ John W. Woods
- ----------------------------------- -----------------------------------
JOHN W. WOODS
<PAGE>
OFFICER'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officer of AmSouth
Bancorporation, a Delaware corporation ("Company"), by her execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint James
D. Pruett, William H. Caughran, Jr., or Carl L. Gorday and any of them, her true
and lawful attorney-in-fact and agent, for her and in her name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation Director Restricted Stock Plan, and, further, to execute
and sign any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection therewith,
and to cause any and all such documents to be filed with the Securities and
Exchange Commission and any state securities commissions, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all the acts of said attorney-in-
fact and agent which he may lawfully do in the premises or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 24th
day of April, 1995.
WITNESS:
/s/ Michelle A. Bridges /s/ Kristen M. Hudak
- ----------------------------------- -----------------------------------
KRISTEN M. HUDAK
