<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
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)
AmSouth-Sonat Tower
1900 5th Avenue North
Birmingham, Alabama 35203
(205) 320-7151
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------
STEPHEN A. YODER
Executive Vice President
and General Counsel
AMSOUTH BANCORPORATION
AmSouth/Harbert Plaza, Suite 920
Birmingham, Alabama 35203
(205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
---------------
J. Michael Savage
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
-----------------
Approximate date of commencement of proposed sale to the public: July 1, 1996
-----------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Title of Each Class of Proposed Maximum Proposed
Securities to be Amount to be Offering Price Maximum Aggregate Amount of
Registered Registered Per Unit Offering Price Registration Fee(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, (par
value $1.00 per share)(1) 420,000 shares $37.3125(2) $15,671,250(2) $5,404(2)
- ---------------------------------------------------------------------------------------------------------
12% Installment Notes,
Series 1996 $4,200,000 par $4,200,000 $1,448
- ---------------------------------------------------------------------------------------------------------
Total $19,871,250 $6,852(2)
=========================================================================================================
</TABLE>
(1) Each share of Common Stock includes a right to purchase Series A Preferred
Stock of the Registrant (the "Rights"). Prior to the occurrence of certain
events, none of which have occurred as of the date hereof, the Rights will not
be exercisable or evidenced separately from the Common Stock.
(2) Calculated pursuant to Rule 457(c) of the rules and regulations under the
Securities Act of 1933, as amended (the "Securities Act") based upon the average
of the high and low prices per share of the Registrant's Common Stock on the New
York Stock Exchange on June 19, 1996, as reported in The Wall Street Journal.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
AMSOUTH BANCORPORATION
420,000 SHARES COMMON STOCK
$4,200,000 12% INSTALLMENT NOTES, SERIES 1996
The 420,000 shares of Common Stock, $1.00 par value per share (the "Common
Stock"), of AmSouth Bancorporation ("AmSouth") and the $4,200,000 principal
amount of AmSouth's 12% Installment Notes, Series 1996 (the "Notes") offered
hereby are approximately the maximum number of shares of Common Stock and
Notes issuable to the holders of AmSouth's 7 1/2% Convertible Subordinated
Debentures due August 1, 2001 (the "Debentures") upon conversion of the
Debentures.
AmSouth has called all the Debentures for redemption on August 1, 1996 (the
"Redemption Date"), at a redemption price of $100 plus accrued interest of
$3.75 from February 1, 1996, to the Redemption Date, for a total of $103.75
for each $100 principal amount of Debentures (the "Redemption Price"). The
Debentures are convertible into: (i) 17.18199 shares of Common Stock for each
$100 principal amount of Debentures, (ii) $170.91 in cash per $100 principal
amount of Debentures, (iii) Notes in a principal amount equal to $170.91 per
$100 principal amount of Debentures, or (iv) a combination of (i) through
(iii). The right to convert Debentures expires at 5:00 p.m. (Central Daylight
Time) on July 31, 1996 (the "Conversion Date"). Holders who elect to convert
their Debentures will not be entitled to receive interest accrued since
February 1, 1996. Any Debentures not surrendered for conversion on or prior to
5:00 p.m. (Central Daylight Time) on the Conversion Date will be redeemed.
THE CONVERSION RIGHT EXPIRES AT 5:00 P.M. ON THE CONVERSION DATE. DEBENTURES
TO BE CONVERTED MUST BE RECEIVED BY THE TRUSTEE PRIOR TO THAT TIME. FROM AND
AFTER THAT DATE AND TIME, HOLDERS OF DEBENTURES WILL BE ENTITLED ONLY TO THE
REDEMPTION PRICE. UNDER THE TERMS OF THE INDENTURE GOVERNING THE DEBENTURES,
THE REGULAR INTEREST PAYMENT PAYABLE AUGUST 1, 1996, WILL NOT BE PAID WITH
RESPECT TO DEBENTURES CONVERTED RATHER THAN REDEEMED.
AmSouth's Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "ASO", and on June 19, 1996, the reported closing price of
the Common Stock on the NYSE was $37.125 per share. A holder of Debentures who
converted such Debentures into shares of Common Stock on June 19, 1996, would
have received Common Stock having a market value, based on the reported
closing price on the NYSE on that date, of $637.88 for each $100 principal
amount of Debentures converted (including cash, if any, received in lieu of
fractional shares). If such Debenture were converted into cash or Notes, such
holder would receive $170.91 in cash or principal amount of Notes for each
$100 principal amount of Notes. If such Debentures were surrendered for
redemption on the Redemption Date, such holder would receive $103.75 in cash
for each $100 principal amount of Debentures. WHILE NO ASSURANCE CAN BE GIVEN
AS TO ANY FUTURE PRICES FOR THE COMMON STOCK, AS LONG AS THE MARKET PRICE OF
THE COMMON STOCK REMAINS AT OR ABOVE $9.95 PER SHARE, UPON CONVERSION OF THEIR
DEBENTURES, HOLDERS WILL RECEIVE COMMON STOCK AND CASH FOR FRACTIONAL SHARES
HAVING AN AGGREGATE MARKET PRICE (WITHOUT GIVING EFFECT TO COMMISSIONS AND
OTHER COSTS WHICH WOULD LIKELY BE INCURRED ON SALE) EQUAL TO OR GREATER THAN
THE AMOUNT OF CASH OR NOTES INTO WHICH THE DEBENTURES ARE CONVERTIBLE.
SIMILARLY, AS LONG AS THE MARKET PRICE OF THE COMMON STOCK REMAINS AT OR ABOVE
$6.04 PER SHARE, CONVERSION OF THE DEBENTURES WILL YIELD A CONSIDERATION EQUAL
TO OR GREATER THAN THE REDEMPTION PRICE TO BE PAID IN THE EVENT DEBENTURES ARE
NOT CONVERTED. It should be noted, however, that the price of the Common Stock
received upon conversion will fluctuate in the market. No assurance is given
as to the price of the Common Stock at any future time and holders should
expect to incur various expenses of sale if such Common Stock is sold.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HASTHE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy information and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. and at the following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such materials can be obtained from
the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. AmSouth's Common Stock is listed
and traded on the NYSE. Reports, proxy statements and other information should
also be available for inspection at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by AmSouth with the Commission (File No. 1-
7476) pursuant to the Exchange Act are hereby incorporated by reference:
(a) AmSouth's Annual Report on Form 10-K for the year ended December 31,
1995 (the "Form 10-K") (provided, however, that the information referred to
in Item 402(a)(8) of Regulation S-K of the Commission shall not be deemed
incorporated by reference herein);
(b) AmSouth's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1996;
(c) The description of the Common Stock set forth in the Registration
Statement on Form 10 filed pursuant to Section 12 of the Exchange Act and
any amendment to that description so filed with the Commission; and
(d) The description of the rights to purchase Series A Preferred Stock
issued pursuant to the Rights Agreement (as herein defined) set forth in
the Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act and any amendment to that description so filed with the
Commission.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
incorporated by reference herein shall be deemed modified or superseded for
purposes of the Registration Statement and this Prospectus to the extent that
a statement contained herein or in any subsequently filed document that also
is or is deemed incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
AmSouth will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein, except
for certain exhibits to such documents. Written requests should be sent to:
AmSouth Bancorporation, Post Office Box 11007, Birmingham, Alabama 35288,
Attention: Investor Relations Department. Telephone requests may be directed
to (205) 326-4831.
2
<PAGE>
AMSOUTH
GENERAL
AmSouth is a regional bank holding company headquartered in Birmingham,
Alabama, with 272 banking offices located in Alabama, Florida, Tennessee and
Georgia at March 31, 1996. At March 31, 1996, AmSouth had total consolidated
assets of approximately $17.9 billion and total consolidated shareholders'
equity of approximately $1.4 billion. AmSouth was the second largest bank
holding company headquartered in Alabama in terms of equity capital and in
terms of assets, based on March 31, 1996, information. Through its
subsidiaries, AmSouth offers a broad range of banking and bank-related
services.
AmSouth's largest subsidiary is AmSouth Bank of Alabama, headquartered in
Birmingham, Alabama ("AmSouth Alabama"). At March 31, 1996, AmSouth Alabama
had total consolidated assets of approximately $9.9 billion, total
consolidated deposits of approximately $6.9 billion and total consolidated
shareholder's equity of approximately $819.4 million. AmSouth Alabama is a
full-service bank with 124 banking offices located throughout Alabama at March
31, 1996. AmSouth Alabama's subsidiaries include AmSouth Leasing Corporation,
a specialized lender providing equipment leasing, and AmSouth Investment
Services, Inc., a registered broker-dealer that provides securities brokerage
services.
AmSouth's other major banking subsidiaries are AmSouth Bank of Florida
("AmSouth Florida"), headquartered in Tampa, Florida, and AmSouth Bank of
Tennessee ("AmSouth Tennessee"), headquartered in Chattanooga, Tennessee. At
March 31, 1996, AmSouth Florida had total consolidated assets of approximately
$7.1 billion, total consolidated deposits of approximately $5.2 billion and
total consolidated shareholder's equity of approximately $610.2 million.
AmSouth Florida operated 116 offices in Florida as of March 31, 1996. At March
31, 1996, AmSouth Tennessee had total assets of approximately $1.1 billion,
total deposits of approximately $856.6 million and total shareholder's equity
of approximately $116.5 million. AmSouth Tennessee operated 22 offices in
Tennessee as of March 31, 1996.
AmSouth's other subsidiaries include AmSouth Bank of Georgia, headquartered
in Rome, Georgia, and AmSouth Bank of Walker County, located in Jasper,
Alabama.
AmSouth continually evaluates business combination opportunities and
sometimes conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations may
take place, and transactions involving cash, debt or equity securities may be
expected. Any future business combination or series of business combinations
that AmSouth might undertake may be material, in terms of assets acquired or
liabilities assumed, to AmSouth's financial condition. Recent business
combinations in the banking industry have typically involved the payment of a
premium over book and market values. This practice may result in dilution of
book value and net income per share for the acquirers.
AmSouth is a legal entity separate and distinct from its subsidiaries. There
are various legal limitations governing the extent to which AmSouth's banking
subsidiaries may extend credit, pay dividends or otherwise supply funds to, or
engage in transactions with, AmSouth or certain of its other subsidiaries. The
rights of AmSouth to participate in any distribution of assets of any
subsidiary upon its dissolution, winding-up, liquidation or reorganization or
otherwise are subject to the prior claims of creditors of that subsidiary,
except to the extent that AmSouth may itself be a creditor of that subsidiary
and its claims are recognized. See "CERTAIN REGULATORY CONSIDERATIONS" below.
AmSouth was incorporated under the laws of the State of Delaware in 1970.
Its principal executive office is located at AmSouth-Sonat Tower, 1900 Fifth
Avenue North, Birmingham, Alabama 35203. Its telephone number is (205) 320-
7151.
3
<PAGE>
CONSOLIDATED EARNINGS RATIOS
For the fiscal years ended December 31, 1995, 1994, 1993, 1992 and 1991 and
the three months ended March 31, 1996, AmSouth's consolidated ratios of
earnings to fixed charges, computed as set forth below, were as follows:
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of
Earnings to Fixed Charges
Excluding interest on
deposits.................. 2.71x 2.93x 2.52x 4.09x 3.91x 2.67x
Including interest on
deposits.................. 1.42 1.40 1.39 1.62 1.47 1.24
</TABLE>
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
(other than on deposits), and one-third (the proportion deemed representative
of the interest factor) of rents and all amortization of debt issuance costs.
Fixed charges, including interest on deposits, represent all interest and one-
third (the proportion deemed representative of the interest factor) of rents
and all amortization of debt issuance costs.
CERTAIN REGULATORY CONSIDERATIONS
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to banks and bank holding companies and
provides certain information relevant specifically to AmSouth. Federal
regulation of financial institutions such as AmSouth and its subsidiaries is
intended primarily for the protection of their depositors, not their
shareholders or other creditors. See also "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
GENERAL
As a bank holding company, AmSouth is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as
amended (the "BHCA"). Under the BHCA, bank holding companies may not, in
general, directly or indirectly acquire the ownership or control of more than
5% of the voting shares or substantially all of the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies are generally prohibited under the BHCA from
engaging in nonbanking activities, subject to certain exceptions. Various
proposals are currently pending in Congress that would allow affiliations
between bank holding companies and non-bank entities that are restricted under
current law. Whether Congress will adopt any of these proposals, and if so in
what form, is not known at this time.
AmSouth's subsidiary banks (the "Subsidiary Banks") are subject to
supervision and examination by applicable federal and state banking agencies.
All of the Subsidiary Banks are state-chartered banks that are members of the
Federal Reserve System, and therefore are generally subject to the regulations
of and supervision by both the Federal Reserve Board and the banking agencies
of the states in which they are located. Each of the Subsidiary Banks is also
an insured depository institution, and therefore also subject to regulation by
the Federal Deposit Insurance Corporation (the "FDIC"). The Subsidiary Banks
are also subject to various other requirements and restrictions under federal
and state law, including requirements to maintain reserves against deposits,
restrictions on the types and amount of loans that may be granted and the
interest that may be charged thereon and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the
Subsidiary Banks. In addition to the impact of regulation, commercial banks
generally are affected significantly by the actions of the Federal Reserve
Board as it attempts to control the money supply and credit availability in
order to influence the economy.
4
<PAGE>
Various legislative proposals have been made that would affect the
operations of bank holding companies and their subsidiaries, including
proposals to revise the bank regulatory system. AmSouth is unable to predict
whether any of these proposals will be adopted and, if so, what their effect
on AmSouth would be.
PAYMENT OF DIVIDENDS, INTEREST AND OTHER AMOUNTS
AmSouth is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow of AmSouth, including cash
flow to pay dividends on AmSouth Common Stock and to pay interest and
principal on any debt of AmSouth, is dividends from the Subsidiary Banks.
There are statutory and regulatory limitations on the payment of dividends by
the Subsidiary Banks as well as by AmSouth to its shareholders. The payment of
dividends, amounts payable upon redemption of equity securities and amounts
payable in respect of debt by AmSouth and the Subsidiary Banks may also be
affected or limited by other factors, such as the requirement to maintain
capital above regulatory guidelines.
Under Alabama law, a bank may not pay a dividend in excess of 90% of its net
earnings until the bank's surplus is equal to at least 20% of its capital
(which AmSouth Alabama's surplus was as of March 31, 1996). AmSouth Alabama is
also required by Alabama law to obtain the prior approval of the
superintendent of the Alabama Banking Department for the payment of dividends
if the total of all dividends declared by the bank in any calendar year will
exceed the total of the bank's net earnings (as defined by statute) for that
year combined with its retained net earnings for the preceding two years, less
any required transfers to surplus. Also, no dividends may be paid from AmSouth
Alabama's surplus without the prior written approval of the superintendent.
Under Florida law, before declaring a dividend, AmSouth Florida must (a)
have transferred 20% of its net profits for the period covered by the dividend
to its surplus fund until the fund is at least equal to the amount of common
and preferred stock outstanding, and (b) have charged off bad debts,
depreciation and other worthless assets and made provision for reasonably
anticipated future losses on loans and other assets. AmSouth Florida may then
declare a quarterly, semiannual or annual dividend equal to the net profits
for the period covered by the dividend plus its retained net profits for the
preceding two years. AmSouth Florida may not declare a dividend from retained
net profits that accrued prior to the preceding two years without the approval
of the Florida Department of Banking and Finance. AmSouth Florida also may not
declare a dividend if its net income from the current year combined with net
income from the preceding two years is a loss or would cause the capital of
the bank to fall below the minimum amount required by law or regulation.
Under Tennessee law, AmSouth Tennessee may declare dividends not more than
once in each calendar quarter from undivided profits if (a) the undivided
profits account has been maintained as required by law and (b) the required
reserve against deposits is not and will not thereby be impaired. Before any
net profits are credited to the undivided profits account, deductions for
various expenses are required to be made. No transfers may be made from the
surplus account to the undivided profits account without the consent of the
Tennessee Commissioner of Banking. In addition, prior to determining that
undivided profits are available for the declaration of dividends, (a) any net
loss must be deducted from the undivided profits account and (b) transfers
must be made from the undivided profits account to the surplus account (i) in
the amount required to raise the surplus to 50% of the capital stock and (ii)
in an amount not less than 10% of net profits until the surplus equals the
capital stock.
The other Subsidiary Banks are also subject to varying restrictions on the
payment of dividends under applicable state laws.
In addition, as members of the Federal Reserve System, each Subsidiary Bank
is required by federal law to obtain regulatory approval for the payment of
dividends if the total of all dividends declared by such Subsidiary Bank in
any year would exceed the total of the bank's net profits (as defined and
interpreted by regulation) for that year plus the bank's retained net profits
(as defined and interpreted by regulation) for the preceding two
5
<PAGE>
years, less any required transfers to surplus or a fund for the retirement of
preferred stock. Each Subsidiary Bank also can pay dividends only to the
extent that its retained net profits exceed its "bad debts" and losses.
Furthermore, if, in the opinion of the appropriate federal bank regulatory
authority, a bank under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the financial condition
of the bank, could include the payment of dividends), such authority may
require, after notice and hearing, that such bank cease and desist from such
practice. The Federal Reserve Board has indicated that paying dividends that
deplete a bank's capital base to an inadequate level would be an unsafe and
unsound banking practice. In addition, under the Federal Deposit Insurance
Act, as amended (the "FDIA"), an insured bank may not pay any dividend if it
is undercapitalized or if payment would cause it to become undercapitalized.
Moreover, the Federal Reserve Board has issued a policy statement that
provides that bank holding companies and state member banks should generally
only pay dividends out of current operating earnings. The payment of dividends
by AmSouth and the Subsidiary Banks may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines. See "--Capital Adequacy" and "--Prompt Corrective Action" below.
At March 31, 1996, under dividend restrictions imposed under federal and
state laws, the Subsidiary Banks, without obtaining governmental approvals,
could declare aggregate dividends of approximately $131.7 million.
TRANSACTIONS WITH AFFILIATES
There are various legal restrictions on the extent to which AmSouth and its
nonbank subsidiaries may borrow or otherwise obtain credit from its Subsidiary
Banks. Each Subsidiary Bank (and its subsidiaries) is limited in engaging in
borrowing and other "covered transactions" with nonbank and non-savings bank
affiliates to the following amounts: (i) in the case of any single affiliate,
the aggregate amount of covered transactions of the Subsidiary Bank and its
subsidiaries may not exceed 10% of the capital stock and surplus of such
Subsidiary Bank; and (ii) in the case of all affiliates, the aggregate amount
of covered transactions of the Subsidiary Bank and its subsidiaries may not
exceed 20% of the capital stock and surplus of such Subsidiary Bank. Covered
transactions also are subject to certain collateralization requirements.
"Covered transactions" are defined by statute to include a loan or extension
of credit, as well as a purchase of securities issued by an affiliate, a
purchase of assets (unless otherwise exempted by the Federal Reserve Board),
the acceptance of securities issued by the affiliate as collateral for a loan
and the issuance of a guarantee, acceptance or letter of credit on behalf of
an affiliate.
CAPITAL ADEQUACY
The Federal Reserve Board has adopted risk-based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total regulatory
capital ("Total Capital") to risk-weighted assets (including certain off-
balance-sheet items, such as standby letters of credit) is 8%. At least half
of the Total Capital must be composed of common stock, minority interests in
the equity accounts of consolidated subsidiaries, noncumulative perpetual
preferred stock and a limited amount of cumulative perpetual preferred stock,
less goodwill and certain other intangible assets ("Tier 1 Capital"). The
remainder may consist of subordinated debt, other preferred stock and a
limited amount of loan loss reserves. At March 31, 1996, AmSouth's
consolidated Tier 1 Capital and Total Capital ratios were 7.98% and 11.91%,
respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the "Leverage Ratio"), of 3% for bank holding
companies that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3%, plus an additional cushion of 100 to
200 basis points. AmSouth's Leverage Ratio at March 31, 1996, was 6.16%. The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets.
6
<PAGE>
Furthermore, the Federal Reserve Board has indicated that it will consider a
"tangible Tier 1 Capital leverage ratio" (deducting all intangibles) and other
indicators of capital strength in evaluating proposals for expansion or new
activities.
Each of the Subsidiary Banks itself is subject to risk-based and leverage
capital requirements similar to those described above. Each of the Subsidiary
Banks was in compliance with applicable minimum capital requirements as of
March 31, 1996. Neither AmSouth nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage Ratio
requirement applicable to it.
Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels, and several
proposals are under consideration that would increase capital to address
particular issues. However, the management of AmSouth is unable to predict
whether and when higher capital requirements would be imposed and, if so, at
what levels and on what schedule.
PROMPT CORRECTIVE ACTION
The FDIA requires the federal banking regulators to take prompt corrective
action in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. The FDIA establishes five capital tiers: "well
capitalized", "adequately capitalized", "undercapitalized", "significantly
undercapitalized", and "critically undercapitalized." Under applicable
regulations, a state member bank is defined to be well capitalized if it
maintains a Leverage Ratio of at least 5%, a risk-adjusted Tier 1 Capital
Ratio of at least 6%, and a Total Capital Ratio of at least 10% and is not
subject to any order or written directive to maintain any specific capital
level. A state member bank is defined to be adequately capitalized if it
maintains a Leverage Ratio of at least 4% (or 3% if the bank satisfies other
requirements), a risk-adjusted Tier 1 Capital Ratio of at least 4%, and a
risk-adjusted Total Capital Ratio of at least 8%. In addition, a state member
bank will be considered: (i) undercapitalized if it fails to meet any minimum
required measure; (ii) significantly undercapitalized if it is significantly
below such measure; and (iii) critically undercapitalized if it fails to
maintain a level of tangible equity equal to not less than 2% of total assets.
A state member bank may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it is in an unsafe
or unsound condition or receives an unsatisfactory examination rating.
The capital-based prompt corrective action provisions of the FDIA and the
implementing regulations apply to FDIC-insured depository institutions, such
as the Subsidiary Banks, and are not directly applicable to holding companies
that control such institutions. However, the Federal Reserve Board has
indicated that, in regulating bank holding companies, it will take appropriate
action at the holding company level based on an assessment of the
effectiveness of supervisory actions imposed upon subsidiary depository
institutions pursuant to such provisions and regulations. Although the capital
categories defined under the prompt corrective action regulations are not
directly applicable to AmSouth under existing law and regulations, if AmSouth
were placed in a capital category it would qualify as well-capitalized as of
March 31, 1996.
The FDIA generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the institution would thereafter be
undercapitalized. Undercapitalized insured depository institutions are subject
to restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized insured depository institutions are subject to growth
limitations and are required to submit capital restoration plans. An insured
depository institution's holding company must guarantee the capital plan, up
to an amount equal to the lesser of 5% of the institution's assets at the time
it becomes undercapitalized or the amount of the capital deficiency when the
institution fails to comply with the plan. The federal banking agencies may
not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring
the insured depository institution's capital. If an insured depository
institution fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
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Significantly undercapitalized insured depository institutions may be
subject to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets, and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized insured depository institutions are subject
to appointment of a receiver or conservator.
AmSouth believes that all of the Subsidiary Banks were "well-capitalized" at
March 31, 1996.
BROKERED DEPOSITS
The FDIC has adopted regulations under the FDIA governing the receipt of
brokered deposits. Under the regulations, an FDIC-insured depository
institution cannot accept, roll over or renew brokered deposits unless (i) it
is well capitalized or (ii) it is adequately capitalized and received a waiver
from the FDIC. A depository institution that cannot receive brokered deposits
also cannot offer "pass-through" insurance on certain employee benefit
accounts. Whether or not it has obtained such a waiver, a depository
institution that is not well-capitalized may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no such restrictions on a depository
institution that is well capitalized. Because all the Subsidiary Banks were
well capitalized as of March 31, 1996, AmSouth believes the brokered deposits
regulation will have no material effect on the funding or liquidity of any of
the Subsidiary Banks.
SUPPORT OF SUBSIDIARY BANKS
Under Federal Reserve Board policy, AmSouth is expected to act as a source
of financial strength to, and commit resources to support, each of the
Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve Board policy, AmSouth would not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
Under the FDIA, insured depository institutions, such as the Subsidiary
banks, can be held liable for any loss incurred by, or reasonably expected to
be incurred by, the FDIC in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance provided
by the FDIC to any commonly controlled FDIC-insured depository institution "in
danger of default." "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a default is likely to occur
in the absence of regulatory assistance.
FDIC INSURANCE ASSESSMENTS
The Subsidiary Banks are subject to FDIC deposit insurance assessments.
Effective January 1, 1996, the FDIC assessment schedule for deposits insured
by the Bank Insurance Fund ("BIF") ranged from 0 to 27 cents per $100 of such
deposits, based on each institution's risk classification. Under this
assessment schedule, AmSouth's current assessment for BIF deposits is zero.
The FDIC has maintained the assessment rate schedule of 23 to 31 cents per
$100 of deposits insured by the Savings Association Insurance Fund ("SAIF").
AmSouth's SAIF assessment rate is currently 23 cents per $100 of deposits. At
March 31, 1996, AmSouth had a BIF deposit assessment base of $8.5 billion and
a SAIF deposit assessment base of $4.6 billion. Legislation has been under
consideration in the U.S. Congress which would charge a special one-time
assessment on SAIF insured deposits to recapitalize the SAIF to its
statutorily mandated minimum designated reserve ratio of 1.25 percent. Under
the current proposal, an assessment at a rate of between 75 and 85 cents per
$100 of SAIF insured deposits would be imposed. Included in the proposed
legislation under consideration is a proposal to lower the special assessment
for those institutions with SAIF deposits meeting certain qualifications. The
reduction would be achieved by lowering the SAIF deposit assessment base for
such institutions by 20 percent prior to the calculation of the special
charge. AmSouth believes that most of its SAIF deposits would qualify for this
treatment under a current version of this legislation under consideration and,
as a result, would incur a one-time cost of
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approximately $26.0 to $31.0 million on a pre-tax basis if the legislation is
passed as currently drafted. The charge to earnings would not occur until the
law has been enacted. Due to the uncertain nature of legislative affairs,
management cannot predict with any degree of accuracy when the legislation
would be enacted, if at all, or what form the final legislation may take.
The FDIC is authorized to raise insurance premiums in certain circumstances.
Any increase in premiums would have an adverse effect on AmSouth's earnings.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is
in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by a federal
bank's regulatory agency.
DEPOSITOR PREFERENCE
The FDIA provides that, in the event of the "liquidation or other
resolution" of an insured depository institution, the claims of depositors of
such institution (including claims by the FDIC as subrogee of insured
depositors) and certain claims for administrative expenses of the FDIC as
receiver would be afforded a priority over other general unsecured claims
against the institution. If an insured depository institution fails, insured
and uninsured depositors, along with the FDIC, will be placed ahead of
unsecured, nondeposit creditors, including a parent holding company such as
AmSouth, in order of priority of payment.
INTERSTATE BANKING AND BRANCHING LEGISLATION
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"IBBEA") authorizes interstate acquisitions of banks and bank holding
companies without geographic limitations beginning September 29, 1995. In
addition, beginning June 1, 1997, the IBBEA authorizes a bank to merge with a
bank in another state as long as neither of the states has opted out of
interstate branching by May 31, 1997. A bank may establish and operate a de
novo branch in a state in which the bank does not maintain a branch if that
state expressly permits de novo branching. Once a bank has established
branches in a state through an interstate merger transaction, the bank may
establish and acquire additional branches at any location in the state where
any bank involved in the interstate merger transaction could have established
or acquired branches under applicable Federal or state law. A bank that has
established a branch in a state through de novo branching may establish and
acquire additional branches in such state in the same manner and to the same
extent as a bank having a branch in such state as a result of an interstate
merger. If a state opts out of interstate branching within the specific time
period, no bank in any other state may establish a branch in the opting out
state, whether through an acquisition or de novo. Each of the states in which
the Subsidiary Banks are located has opted in with respect to interstate
branching effective on or before June 1, 1997.
DESCRIPTION OF AMSOUTH'S CAPITAL SECURITIES
The following summaries of certain provisions of the Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation") and By-laws of
AmSouth, the Rights Agreement and the Capital Notes Indenture (defined below)
do not purport to be complete and are qualified in their entirety by reference
to such instruments, each of which (except the Capital Notes Indenture) is an
exhibit to the Registration Statement of which this Prospectus is a part.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of AmSouth currently consists of 2,000,000
shares of Preferred Stock, without par value, and 200,000,000 shares of Common
Stock, par value $1.00 per share. Each share of common stock has attached to
it one right (a "Right") issued pursuant to a Stockholder Protection Rights
Agreement, dated as of June 15, 1989 (the "Rights Agreement") between AmSouth
and AmSouth Alabama as Rights Agent. Each
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<PAGE>
Right entitles the holder of a share of AmSouth's Common Stock to acquire one
one-hundredth of a share of Series A Preferred Stock of AmSouth, as described
under "DESCRIPTION OF COMMON STOCK--Rights Agreement" below.
As of May 10, 1996, approximately 56,500,000 shares of Common Stock were
issued and outstanding, approximately 5,616,000 shares of Common Stock were
reserved for issuance under various benefit plans and AmSouth's dividend
reinvestment plan.
The Common Stock and the Rights are more fully described below under
"DESCRIPTION OF COMMON STOCK."
Preferred Stock may be issued from time to time as a class without series,
or if so determined by AmSouth's Board of Directors, either in whole or in
part in one or more series. The voting rights, and such designations,
preferences and relative, participating, optional or other special rights, if
any, and the qualifications, limitations or restrictions thereof, if any,
including, but not limited to, the dividend rights, conversion rights,
redemption rights and liquidation preferences, if any, of any wholly unissued
series of Preferred Stock (or of the entire class of Preferred Stock if none
of such shares has been issued), the number of shares constituting any such
series and the terms and conditions of the issue thereof may be fixed by
resolution of AmSouth's Board of Directors. Preferred Stock will have a
preference over Common Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation or winding-up of AmSouth
and such other preferences as may be fixed by the Board of Directors.
SUBORDINATED CAPITAL NOTES
On May 11, 1987, AmSouth issued $100,000,000 principal amount of 9 3/8%
Subordinated Capital Notes Due 1999 (the "Capital Notes"). The Capital Notes
currently constitute Tier 2 capital under the Federal Reserve Board's risk-
based capital guidelines. See "CERTAIN REGULATORY CONSIDERATIONS--Capital
Adequacy." Pursuant to an Indenture, dated as of April 15, 1987 (the "Capital
Notes Indenture"), between AmSouth and Chemical Bank, Trustee, at maturity,
the Capital Notes are required to be exchanged for Common Stock, Preferred
Stock or certain other eligible capital securities to be issued by AmSouth
("Capital Securities") having a market value equal to the principal amount of
the Capital Notes, except to the extent that AmSouth, at its option, will
elect to pay in cash such principal amount from amounts representing proceeds
of other issuances of Capital Securities designated for such use.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION
Written Consent. As permitted by Delaware law, the Certificate of
Incorporation prohibits the stockholders from taking any action that either is
required to be taken or may be taken at an annual or special meeting without
such a meeting, whether by written consent or otherwise. This provision of the
Certificate of Incorporation may not be amended, altered or repealed (and
AmSouth's By-laws may not be amended in any manner inconsistent with such
provision) without the affirmative vote of the holders of 67% of the
outstanding voting stock.
Business Combinations. The Certificate of Incorporation provides that any
"Business Combination" involving AmSouth and a person that beneficially owns
more than 10% of the Common Stock (an "Interested Stockholder") must be
approved by (i) the holders of not less than 80% of the outstanding shares of
AmSouth's voting stock and (ii) the holders of not less than 67% of such
voting stock held by stockholders other than the Interested Stockholder. These
special voting requirements do not apply, however, if either (i) a majority of
the Continuing Directors (as defined in the Certificate of Incorporation) of
AmSouth has approved the Business Combination or the Interested Stockholder's
becoming an Interested Stockholder or (ii) the terms of a proposed Business
Combination satisfy certain minimum price and other standards. For purposes of
these provisions, a "Business Combination" is defined to include (i) any
merger or consolidation of AmSouth with or into an Interested Stockholder,
(ii) the sale by AmSouth of a Substantial Part (as defined in the Certificate
of Incorporation) of its assets to an Interested Stockholder, (iii) any merger
or consolidation of an Interested
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Stockholder into AmSouth, (iv) the acquisition by AmSouth of a Substantial
Part of the assets of an Interested Stockholder, (v) the issuance by AmSouth
of any of its securities to an Interested Stockholder and (vi) any
recapitalization that would increase the voting power of an Interested
Stockholder. The Business Combination provision of the Certificate of
Incorporation may not be amended, altered or repealed except by the same
supermajority vote required to approve a Business Combination.
Classified Board. The Certificate of Incorporation provides for a Board of
Directors divided into three classes of directors with each class elected for
a three-year term and only one class standing for election each year. The
provisions of the Certificate of Incorporation relating to the structure of
the Board of Directors may not be amended, altered or repealed without the
affirmative vote of 80% of the outstanding voting stock of AmSouth.
Effect of Provisions on Board Composition or Certain Transactions. The
provisions of the Certificate of Incorporation and the By-laws described
above, as well as the Rights and the Rights Agreement, may have a significant
effect on the ability of the stockholders of AmSouth to change the composition
of an incumbent Board of Directors or to benefit from certain transactions
that are opposed by the Board of Directors.
DESCRIPTION OF COMMON STOCK
The following summary description of the Common Stock, the Rights and the
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Certificate of Incorporation and the Rights
Agreement, which are filed as exhibits to the Registration Statement of which
this Prospectus is a part.
THE COMMON STOCK
The holders of Common Stock are entitled to receive, ratably, such dividends
as may be declared by AmSouth's Board of Directors from funds legally
available therefor, provided that if any shares of Preferred Stock are
outstanding at the time, the payment of dividends or other distributions on
Common Stock (including purchases of Common Stock) may be subject to the
declaration and payment of cumulative dividends, and the absence of arrearages
in any mandatory sinking fund, on such outstanding shares of Preferred Stock.
Under Delaware law, AmSouth may pay dividends out of surplus or, if no such
surplus exists, net profits for the fiscal year in which the dividends are
declared and/or for the preceding fiscal year. AmSouth's Board of Directors
currently intends to maintain its present policy of paying regular quarterly
cash dividends on outstanding shares of Common Stock; however, the declaration
and amount of future dividends will depend on circumstances existing at the
time, including AmSouth's earnings, financial condition and capital
requirements. See "CERTAIN REGULATORY CONSIDERATIONS--Payment of Dividends,
Interest and Other Amounts."
The holders of outstanding shares of Common Stock are entitled to cast one
vote for each share on all matters presented to shareholders, including
elections of directors. There is no cumulative voting in the election of
directors, which means that the affirmative vote of the holders of a plurality
of the shares of Common Stock present at a meeting where a quorum exists will
be sufficient to elect all of the directors then standing for election. The
holders of Common Stock do not have any conversion, redemption or preemptive
rights to subscribe to any securities of AmSouth. Upon any dissolution,
liquidation or winding up of AmSouth resulting in a distribution of assets to
the stockholders, the holders of shares of Common Stock are entitled to
receive such assets ratably according to their respective number of shares
after payment of all liabilities and obligations of AmSouth and satisfaction
of the liquidation preferences of any shares of Preferred Stock at the time
outstanding.
All shares of Common Stock will have equal dividend, distribution,
liquidation and other rights, and will have no preference, appraisal or
exchange rights. All outstanding shares of Common Stock are, and upon issuance
the shares offered hereby will be, fully paid and non-assessable.
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AmSouth Alabama and Registrar and Transfer Company, Cranford, New Jersey are
the transfer agents and registrars for the Common Stock. AmSouth's Common
Stock is listed on the NYSE under the symbol "ASO."
RIGHTS AGREEMENT
Each share of Common Stock has attached to it one Right issued pursuant to
the Rights Agreement. Each Right entitles its registered holder to purchase
one one-hundredth of a share of Series A Preferred Stock, without par value,
for an exercise price, initially set at $115.00, subject to adjustment (the
"Exercise Price"), after the close of business on the earlier of (i) the tenth
day after commencement of a tender or exchange offer that, if consummated,
would result in a person's becoming the beneficial owner of 15% or more of the
outstanding shares of Common Stock (an "Acquiring Person") and (ii) the tenth
day after the first date (the "Flip-in Date") of public announcement that a
person has become an Acquiring Person. In any case, the time described in the
foregoing sentence is referred to as the "Separation Time." After giving
effect to adjustments prior to the date hereof, the Exercise Price was $76.67.
The Rights will not be exercisable until the business day following the
Separation Time. The Rights will expire on the earlier of (i) an exchange by
AmSouth, as described below, (ii) the close of business on June 15, 1999 and
(iii) the date on which the Rights are redeemed as described below (the
"Expiration Time"). The Board of Directors of AmSouth may, at its option, at
any time prior to the Flip-in Date, redeem all the Rights at a price of $0.01
per Right.
If a Flip-in Date occurs, AmSouth will ensure and provide that each Right
(other than Rights beneficially owned by the Acquiring Person or an affiliate
or associate thereof or by any transferees, direct or indirect, of any of the
foregoing, which Rights will become void) will constitute the right to
purchase from AmSouth shares of Common Stock or, at the option of the Board of
Directors, shares of Series A Preferred Stock (at a ratio of one-one hundredth
of a share of Series A Preferred Stock for each share of Common Stock so
issuable) having an aggregate market price equal to twice the Exercise Price
for an amount in cash equal to the then-current Exercise Price. In addition,
the Board of Directors of AmSouth may, at its option, at any time after a
Flip-in Date and prior to the time that an Acquiring Person becomes the
beneficial owner of more than 50% of the outstanding shares of Common Stock,
elect to exchange the Rights (other than Rights beneficially owned by the
Acquiring Person) for shares of Common Stock at an exchange ratio of one share
of Common Stock or one-one hundredth of a share of Series A Preferred Stock,
as the case may be, per Right.
AmSouth may not consolidate or merge, or engage in certain other
transactions, with an Acquiring Person unless AmSouth enters into a
supplemental agreement with the Acquiring Person providing that, upon the
consummation or occurrence of such transaction, (i) each Right will thereafter
constitute the right to purchase the qualifying capital stock of the Acquiring
Person (or its parent, if the Acquiring Person is a subsidiary of another
person) having an aggregate market price equal to twice the then-current
Exercise Price for an amount in cash equal to the then-current Exercise Price,
and (ii) the Acquiring Person assumes all of the obligations of AmSouth under
the Rights Agreement. To constitute qualifying capital stock for this purpose,
the securities issuable upon exercise of the Rights must constitute the
capital stock (or similar equity interests) of the Acquiring Person (or its
parent) with the greatest voting power in respect of the election of directors
(or similar persons) of the Acquiring Person.
The Rights will not prevent a takeover of AmSouth. The Rights, however, may
have certain anti-takeover effects. The Rights may cause substantial dilution
to a person or group that acquires 15% or more of the outstanding Common Stock
unless the Rights are first redeemed by the Board of Directors of AmSouth.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table sets forth for the periods indicated the high and low
closing prices per share of Common Stock, as reported on the NYSE, and the
cash dividends paid per share of Common Stock.
<TABLE>
<CAPTION>
PRICE RANGE
-------------
HIGH LOW DIVIDENDS
------ ------ ---------
<S> <C> <C> <C>
1994:
First Quarter......................................... 32 29 1/4 .35
Second Quarter........................................ 33 1/8 29 5/8 .35
Third Quarter......................................... 34 7/8 30 1/2 .35
Fourth Quarter........................................ 31 7/8 25 3/8 .38
1995:
First Quarter......................................... 33 25 3/4 .38
Second Quarter........................................ 34 1/2 30 5/8 .38
Third Quarter......................................... 39 3/8 32 3/8 .38
Fourth Quarter........................................ 41 3/8 37 1/2 .40
1996:
First Quarter......................................... 41 1/4 36 3/4 .40
Second Quarter (through June 19, 1996)................ .40
</TABLE>
As of March 31, 1996 there were approximately 13,711 holders of record of
the outstanding shares of Common Stock.
The payment of future dividends will depend upon future earnings of AmSouth,
its financial condition and other relevant factors, including the amount of
dividends payable to AmSouth by the Subsidiary Banks. Various federal and
state laws, regulations and policies limit the ability of the Subsidiary Banks
to pay dividends to AmSouth, which affects AmSouth's ability to pay dividends
to shareholders. See "CERTAIN REGULATORY CONSIDERATIONS--Payment of Dividends,
Interest and Other Amounts."
DESCRIPTION OF THE NOTES
The following is a summary of the rights of the holders of the Notes. The
form of the Notes is set forth as Appendix A to this Prospectus. A copy of the
Indenture (the "Notes Indenture") under which the Notes will be issued as part
of the Debt Securities provided for and defined therein, has been filed with
the SEC as an Exhibit to the Registration Statement. See "ADDITIONAL
INFORMATION" above.
The Notes Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities
may be issued from time to time in series. (Section 301) The Debt Securities
will be unsecured obligations of AmSouth and will rank on a parity with all
other unsecured and unsubordinated indebtedness of AmSouth. The AmSouth Notes
constitute a series of Debt Securities under the Notes Indenture. The
following summaries of certain provisions of the Notes Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Notes Indenture, including the
definition therein of certain terms which are capitalized herein. Wherever
particular sections or defined items of the Notes Indenture are referred to,
such sections or defined terms are incorporated herein by reference.
AS OF JUNE 19, 1996, THE REPORTED CLOSING PRICE OF THE COMMON STOCK ON THE
NYSE WAS $37.125 PER SHARE. A HOLDER OF DEBENTURES WHO CONVERTED SUCH
DEBENTURES INTO SHARES OF COMMON STOCK ON JUNE 19, 1996, WOULD HAVE RECEIVED
COMMON STOCK HAVING A MARKET VALUE, BASED ON THE REPORTED CLOSING PRICE OF THE
NYSE OF THAT DATE, OF $637.88 FOR EACH $100 PRINCIPAL AMOUNT OF DEBENTURES
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CONVERTED (INCLUDING CASH, IF ANY, RECEIVED IN LIEU OF FRACTIONAL SHARES). IF
SUCH DEBENTURE WERE CONVERTED INTO CASH OR NOTES, SUCH HOLDER WOULD RECEIVE
$170.91 IN CASH OR PRINCIPAL AMOUNT OF NOTES FOR EACH $100 PRINCIPAL AMOUNT OF
NOTES.
THE NOTES WILL NOT BE LISTED ON THE NYSE OR ANY OTHER SECURITIES EXCHANGE
AND IT IS NOT ANTICIPATED THAT ANY PUBLIC MARKET WILL DEVELOP FOR THE NOTES.
GENERAL
The aggregate amount of AmSouth Notes which may be issued as a result of the
conversion of the Debentures is $4,170,888, subject to the $5,000 minimum per
holder described below and the requirement that the Notes be issued in
increments of $1,000 only.
The Notes will be unsecured obligations of AmSouth and will rank pari passu
with all other unsecured indebtedness of AmSouth. The Notes will not be
subject to any mandatory redemption or sinking fund provision. Principal and
interest are to be payable, and the Notes will be transferable and
exchangeable, at the office of the Trustee; however, payment of interest and
principal installments other than the final principal installment may be made
at the option of AmSouth by check mailed to the address of the person entitled
thereto as it appears in the Trustee's Note Register. The final installment of
principal shall be payable by check but only upon surrender of the respective
Notes. (Sections 301, 305) Acting in accordance with the Notes Indenture,
AmSouth has also designated the principal office of AmSouth Alabama in
Birmingham, Alabama, as an office where principal and interest may be paid and
the transfer of the Notes may be registered. (Sections 305, 1002)
The Notes will be issued only in fully registered form (without coupons) and
in any denomination of $5,000 or multiples of $1,000 in excess thereof.
(Section 302) No service charge will be made for any transfer or exchange of
the Notes, but AmSouth may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Section
305)
PAYMENT OF PRINCIPAL AND INTEREST
The principal amount of each Note will be paid in 5 equal consecutive annual
installments commencing on August 1, 1997. The Notes may be prepaid in full
without consent of the Holder or any penalty, by payment of the unpaid
principal balance and all accrued interest thereon to the date of prepayment
at any time in AmSouth's sole discretion on or after January 2, 1998.
Interest will accrue from the Conversion Date and will be due on the unpaid
principal amount of the Notes at the annual rate of 12% computed and paid
annually in arrears.
See the form of Note which appears as Appendix A to this Prospectus.
AmSouth is a legal entity separate and distinct from its subsidiary banks
and other subsidiaries. Accordingly, the right of AmSouth, and thus the right
of AmSouth's creditors and shareholders, to participate in any distribution of
the assets or earnings of any subsidiary is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of AmSouth
itself as a creditor may be recognized. There are also legal limitations on
the extent to which AmSouth's subsidiary banks can supply funds to AmSouth
through loans, other extensions of credit or purchases of assets. In
particular, each of AmSouth's subsidiary banks is subject to certain
restrictions on extensions of credit to AmSouth or, with certain exceptions,
other subsidiaries of AmSouth, on investments in stock or other securities of
AmSouth or any such subsidiary and on the taking of such stock or securities
as collateral for loans. See "CERTAIN REGULATORY CONSIDERATIONS--Payment of
Dividends, Interest and Other Amounts" and "--Transactions with Affiliates."
Most of AmSouth's revenues available for the payment of principal and
interest consist of cash dividends paid to AmSouth by its subsidiary banks,
payment of which is subject to various state and federal statutory or
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regulatory limitations. See "CERTAIN REGULATORY CONSIDERATIONS--Payment of
Dividends, Interest and Other Amounts."
RESTRICTIVE COVENANTS
The Notes Indenture defines "Principal Subsidiary Bank" as a Subsidiary,
which is a bank, the assets of which equal 30% of the consolidated assets of
AmSouth and its Subsidiaries. (Section 101) As of the date of this Prospectus,
AmSouth Alabama and AmSouth Florida were the only Principal Subsidiary Banks
of AmSouth.
AmSouth has agreed in the Notes Indenture that it will not, directly or
indirectly, (a) sell any shares of capital stock of a Principal Subsidiary
Bank (other than directors' qualifying shares) or any shares of capital stock
of a Subsidiary which owns capital stock in a Principal Subsidiary Bank, or
(b) pay any dividend, or make any other distribution, in shares of capital
stock of a Principal Subsidiary Bank or of any such Subsidiary, unless such
Principal Subsidiary Bank, having obtained any necessary regulatory approvals,
unconditionally guarantees payment when due of the principal of and any
premium and interest on the Notes. (Section 1007)
The Notes Indenture also prohibits AmSouth from creating, assuming,
incurring or suffering to exist any mortgage, pledge, encumbrance or lien or
charge of any kind upon the capital stock of a Principal Subsidiary Bank
(other than directors' qualifying shares) or the capital stock of a Subsidiary
which owns capital stock of a Principal Subsidiary Bank, except (a) liens for
taxes not due or which are being contested in good faith by appropriate
proceedings and with respect to which AmSouth has set aside adequate reserves,
or (b) the liens of any judgment which has not remained undischarged or
unstayed for more than 60 days. (Section 1008)
EVENTS OF DEFAULT
The following are "Events of Default" under the Notes Indenture with respect
to Debt Securities of any series under the Notes Indenture, including the
Notes: (a) failure to pay any interest on any Debt Security of that series
when due, continued for 30 days; (b) failure to pay principal of or any
premium on any Debt Security of that series when due; (c) failure to deposit
any sinking fund payment, when due, in respect of any Debt Security of that
series; (d) failure to perform any other covenant of AmSouth in the Notes
Indenture (other than a covenant included in the Notes Indenture solely for
the benefit of a series of Debt Securities other than that series, or whose
default is otherwise dealt with in the Notes Indenture), continued for 60 days
after written notice as provided in the Notes Indenture; (e) default, under
any indebtedness for money borrowed, in an aggregate principal amount
exceeding $2,000,000, by AmSouth (including a default with respect to Debt
Securities of any other series) or a Principal Subsidiary Bank, which default
shall constitute a failure to pay any principal when due or shall result in an
acceleration of such indebtedness, unless such indebtedness or acceleration is
discharged, rescinded or annulled, within 10 days after written notice as
provided in the Notes Indenture; (f) certain events in bankruptcy, insolvency
or reorganization; and (g) any other Event of Default provided with respect to
Debt Securities of that series. (Section 501) No other Event of Default is
provided with respect to the Notes.
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the holders
of at least 25% in aggregate principal amount of the outstanding Debt
Securities of that series may, by notice in writing, declare the principal
amount of all the Debt Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, the holders of a majority in
aggregate principal amount of outstanding Debt Securities of that series may,
under certain circumstances, rescind and annul such acceleration. (Section
502)
The Notes Indenture provides that, subject to the duty of the trustee under
the Notes Indenture (the "Notes Trustee") during default to act with the
required standard of care, the Notes Trustee will be under no obligation to
exercise any of its rights or powers under the Notes Indenture at the request
or direction of any of the holders, unless such holders shall have offered to
the Notes Trustee reasonable indemnity. (Sections 601, 603) Subject to such
provisions for the indemnification of the Notes Trustee, the holders of a
majority in aggregate principal
15
<PAGE>
amount of the outstanding Debt Securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Notes Trustee, or exercising any trust or power conferred on
the Notes Trustee, with respect to the Debt Securities of that series,
provided that the Notes Trustee may decline to act if such direction is
contrary to law or the Notes Indenture or might involve the Notes Trustee in
personal liability. (Section 512)
AmSouth is required to furnish to the Notes Trustee annually a statement as
to the performance by it of certain of its obligations under the Notes
Indenture and as to any default in such performance. (Section 1009)
MODIFICATION AND WAIVER
The Notes Indenture permits AmSouth and the Notes Trustee, with the consent
of the holders of 66 2/3% in aggregate principal amount of the outstanding
Debt Securities of each series affected thereby, to execute Supplemental
Indentures adding any provisions to or changing or eliminating any provisions
of the Indenture or modifying the rights of the holders of Debt Securities of
such series; provided, however, that no such Supplemental Indenture may,
without the consent of the Holder of each outstanding Debt Security affected
thereby, (a) change the stated maturity date of the principal amount of, or
any installment of principal or interest on, any Debt Security, (b) reduce the
principal amount of, or any premium or interest on, any Debt Security,
(c) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any Debt
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Securities, or (f) reduce the
percentage in principal amount of outstanding Debt Securities of any series,
the consent of whose holders is required for such Supplemental Indenture or
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults. (Section 902)
The holders of 66 2/3% in aggregate principal amount of the outstanding Debt
Securities of any series may, on behalf of all holders of Debt Securities of
that series, insofar as that series is concerned, waive compliance by AmSouth
with certain restrictive provisions of the Indenture. (Section 1010) The
holders of a majority in aggregate principal amount of the outstanding Debt
Securities of any series may, on behalf of all holders of Debt Securities of
that series, waive any past default under the Indenture with respect to Debt
Securities of that series, except a default in the payment of principal of, or
any premium or interest on, any Debt Security of such series, or in the
payment of any sinking fund installment obligation with respect to Debt
Securities of such series or a default in respect to a covenant or provision
that cannot be modified or amended without the consent of the Holder of each
outstanding Debt Security of such series affected. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
AmSouth, without the consent of the holders of any of the outstanding Debt
Securities under the Indenture, may consolidate or merge with or into, or
transfer its assets substantially as an entirety to, any corporation organized
under the laws of any domestic jurisdiction, provided that the successor
corporation assumes AmSouth's obligations on the Debt Securities and under the
Indenture, such that after giving effect to the transaction no Event of
Default, and no event which, after notice or lapse of time, would become an
Event of Default, shall have occurred and be continuing, and that certain
other conditions are met. (Section 801)
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<PAGE>
CAPITALIZATION
The following table sets forth the long-term debt and capitalization of
AmSouth as of March 31, 1996, and as adjusted to give effect to the assumed
conversion into shares of Common Stock of all of the outstanding Debentures:
<TABLE>
<CAPTION>
HISTORICAL AS ADJUSTED
---------- -----------
<S> <C> <C>
Long-term debt:
Federal Home Loan Bank advances..................... $ 234,195 $ 234,195
6.75% Subordinated Debentures Due 2025.............. 149,832 149,832
7.75% Subordinated Notes Due 2004................... 149,252 149,252
Subordinated Capital Notes Due 1999................. 99,602 99,602
7.50% Convertible Subordinated Debentures........... 4,097 0
Long-term notes payable............................. 23,518 23,518
---------- ----------
Total long-term debt.............................. 660,496 656,399
Shareholders' equity:
Preferred stock (no par value):
Authorized--2,000,000 shares,
Issued and outstanding--none....................... 0 0
Common stock (par value $1 per shares):
Authorized--200,000,000 shares;
Issued--60,029,742,
Outstanding--56,445,810 shares (56,865,810 shares
as adjusted)....................................... 60,030 60,030
Capital surplus....................................... 589,989 589,989
Retained earnings..................................... 812,767 800,236
Cost of common stock in treasury--3,583,932 shares
(3,163,932 shares as adjusted)....................... (105,479) (88,851)
Deferred compensation on restricted stock............. (5,097) (5,097)
Unrealized gains on available-for-sale securities, net
of deferred taxes.................................... 17,344 17,344
---------- ----------
Total shareholders' equity........................ 1,369,554 1,373,651
---------- ----------
Total capitalization.................................. $2,030,050 $2,030,050
========== ==========
Consolidated capital ratios:
Tier 1 capital to risk-adjusted assets.............. 7.98%
Total capital to risk-adjusted assets............... 11.91%
Leverage............................................ 6.16%
Common shareholders' equity to total assets......... 7.64%
Tangible common shareholders' equity to total
assets............................................. 6.17%
</TABLE>
17
<PAGE>
SELECTED FINANCIAL DATA
The following operating data and net income per share data are derived from
AmSouth's audited consolidated financial statements for the five years ended
December 31, 1995, and AmSouth's unaudited consolidated financial statements
for the three-month periods ended March 31, 1996 and 1995. The other selected
financial data are derived from the underlying accounting records of AmSouth.
Interim financial results, in the opinion of management, reflect all
adjustments necessary for a fair presentation of the results of operations.
The results of operations for an interim period are not necessarily indicative
of results that may be expected for a full year or any other interim period.
AMSOUTH HISTORICAL
<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
-------------------- ------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
(In Thousands)
Net interest income..... $ 157,705 $ 145,484 $595,667 $567,327 $501,291 $430,545 $365,403
Provision for loan
losses................. 15,120 8,344 40,139 30,103 27,966 38,581 48,647
Noninterest revenues.... 55,095 56,807 231,778 179,021 204,069 173,154 170,658
Noninterest expenses.... 122,848 131,644 512,129 522,905 458,831 400,548 366,403
Applicable income
taxes.................. 27,669 22,193 100,222 66,050 71,843 47,977 31,785
Net income.............. 47,163 40,110 174,955 127,290 146,720 116,593 89,226
Earnings per Common
Share.................. .83 .69 3.00 2.25 2.89 2.50 2.04
AVERAGE STATEMENT OF
CONDITION (In Millions)
Securities.............. $ 4,748 $ 3,846 $ 3,822 $ 3,841 $ 3,273 $ 2,824 $ 2,583
Loans net of unearned
income................. 11,673 11,562 11,747 9,918 7,635 6,334 6,209
Allowance for loan
losses................. 178 173 177 149 115 97 97
Total earning assets.... 16,529 15,533 15,665 14,051 11,387 9,548 9,130
Total assets............ 17,684 16,877 16,942 15,294 12,377 10,448 10,039
Total deposits.......... 13,169 13,102 13,267 11,563 9,538 8,346 8,148
Long-term debt.......... 615 364 360 340 167 141 138
Shareholders' equity.... 1,377 1,324 1,357 1,243 1,031 836 721
END-OF-PERIOD STATEMENT
OF CONDITION (In
Millions)
Securities.............. $ 5,113 $ 3,764 $ 4,650 $ 3,726 $ 3,212 $ 2,984 $ 2,878
Loans net of unearned
income................. 11,476 11,745 11,743 11,430 8,540 6,717 6,294
Allowance for loan
losses................. 178 174 178 171 132 100 95
Total earning assets.... 16,713 15,592 16,457 15,439 12,260 10,131 9,752
Total assets............ 17,914 17,068 17,739 16,778 13,470 11,116 10,740
Total deposits.......... 13,252 13,350 13,409 13,067 10,363 8,626 8,528
Long-term debt.......... 660 344 448 386 173 140 142
Shareholders' equity.... 1,370 1,335 1,383 1,310 1,143 873 794
SELECTED FINANCIAL
RATIOS
Return on average
assets................. 1.07% 0.96% 1.03% 0.83% 1.19% 1.12% 0.89%
Return on average
equity................. 13.78 12.28 12.89 10.24 14.23 13.94 12.38
Taxable equivalent net
interest margin to
average earning
assets................. 3.91 3.88 3.88 4.14 4.56 4.72 4.25
Operating
efficiency(1).......... 57.05 64.14 60.98 68.72 63.48 64.24 65.59
Dividend payout ratio... 48.19 55.07 51.33 63.56 42.21 42.80 48.04
Allowance at end of
period of loans net of
unearned income........ 1.55 1.48 1.52 1.50 1.54 1.48 1.52
Allowance at end of
period to nonperforming
loans(2)............... 195.70 169.74 185.41 166.59 237.21 160.36 130.05
Nonperforming assets to
loans, net of unearned
income, foreclosed
properties, and
repossessions(3)....... 0.95 1.10 0.98 1.16 1.00 1.71 2.84
Tier 1 Capital to risk-
adjusted assets(4)..... 7.98 8.31 7.87 8.84 10.85 9.36 8.74
Total Capital to risk-
adjusted assets(4)..... 11.91 11.39 11.74 12.14 13.14 11.81 11.26
Double leverage(5)...... 120.56 115.01 118.68 114.70 104.00 101.70 103.70
</TABLE>
18
<PAGE>
- --------
(1) The operating efficiency ratio is defined as noninterest expenses divided
by the sum of the taxable-equivalent net interest income and noninterest
revenues.
(2) Nonperforming loans include nonaccrual loans and restructured loans.
(3) Nonperforming assets include nonaccrual loans, restructured loans,
foreclosed properties and repossessions.
(4) Regulatory capital ratios are all given under the Federal Reserve Board's
risk-based capital guidelines as currently in effect. Regulatory capital
ratios for periods prior to 1993 have not been restated to give effect to
any business combinations. "Tier 1 Capital" consists of common stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain intangibles.
(5) The double leverage ratio is a parent-company-only ratio defined as the
ratio of investment in subsidiaries (as reflected on a parent-company-only
balance sheet) plus goodwill of the parent company to total shareholders'
equity of the parent company. The double leverage ratios for periods prior
to 1993 have not been restated to give effect to any business
combinations.
REDEMPTION OF DEBENTURES AND
TERMINATION OF CONVERSION PRIVILEGE
AmSouth has called all the outstanding Debentures for redemption on August
1, 1996 (the "Redemption Date"). Pursuant to the terms of the Indenture dated
as of August 31, 1981, as supplemented by the First Supplemental Indenture
dated as of August 30, 1985 (as so supplemented, the "Debenture Indenture")
between AmSouth as successor by merger to FirstGulf Bancorp (previously First
Bancgroup--Alabama, Inc.) and AmSouth Bank of Alabama (previously AmSouth Bank
N.A.), as trustee (the "Debenture Trustee"), successor by merger to The First
National Bank of Mobile, and as a result of the call, holders of Debentures
are entitled to receive $103.75 for each $100 principal amount of Debentures
(consisting of a redemption price of $100 for each $100 principal amount of
Debentures plus accrued and unpaid interest thereon of $3.75 from February 1,
1996, to the Redemption Date). On or prior to 5:00 p.m. (Central Daylight
Time) on July 31, 1996 (the "Conversion Date"), Debentures are convertible
into shares of Common Stock, cash or Notes (or a combination thereof) of
AmSouth at the conversion rate and in the manner described below.
ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES
Holders of Debentures have the following alternatives which should be
carefully considered:
1. Conversion of Debentures into Common Stock. Debentures may be
converted at the option of the holder into shares of the Common Stock on
the basis of 17.18199 shares of Common Stock for each $100 principal amount
of Debentures prior to 5:00 p.m. (Central Daylight Time) on the Conversion
Date. To convert any Debentures, the holder thereof must surrender the
Debentures to the Debenture Trustee, either by delivery or by mail to the
Debenture Trustee as instructed in the Letter of Transmittal respecting the
Debentures. Debentures must be accompanied by a written notice of election
to convert, which may be in the form of the Letter of Transmittal provided
herewith to all holders of Debentures. Any Debentures not delivered for
conversion will be redeemed on the Redemption Date. No interest will accrue
with respect to the Debentures on or after the Redemption Date. No payment
or adjustment in respect of interest on the Debentures will be made upon
conversion of the Debentures.
THE CONVERSION RIGHT EXPIRES AT 5:00 P.M. ON THE CONVERSION DATE.
DEBENTURES TO BE CONVERTED MUST BE RECEIVED BY THE DEBENTURE TRUSTEE PRIOR
TO THAT TIME. FROM AND AFTER THAT DATE AND TIME, HOLDERS OF DEBENTURES WILL
BE ENTITLED ONLY TO THE REDEMPTION PRICE. UNDER THE TERMS OF THE DEBENTURE
INDENTURE, THE REGULAR INTEREST PAYMENT PAYABLE AUGUST 1, 1996, WILL NOT BE
PAID WITH RESPECT TO DEBENTURES CONVERTED RATHER THAN REDEEMED.
AmSouth's Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "ASO", and on June 19, 1996, the reported closing
price of the Common Stock on the NYSE was
19
<PAGE>
$37.88 per share. A holder of Debentures who converted such Debentures into
shares of Common Stock on June 19, 1996, would have received Common Stock
having a market value, based on the reported closing price on the NYSE on
that date, of $637.88 for each $100 principal amount of Debentures
converted (including cash, if any, received in lieu of fractional shares).
If such Debenture were converted into cash or Notes, such holder would
receive $170.91 in cash or principal amount of Notes for each $100
principal amount of Notes. If such Debentures were surrendered for
redemption on the Redemption Date, such holder would receive $103.75 in
cash for each $100 principal amount of Debentures. WHILE NO ASSURANCE CAN
BE GIVEN AS TO ANY FUTURE PRICES FOR THE COMMON STOCK, AS LONG AS THE
MARKET PRICE OF THE COMMON STOCK REMAINS AT OR ABOVE $9.95 PER SHARE, UPON
CONVERSION OF THEIR DEBENTURES, HOLDERS WILL RECEIVE COMMON STOCK AND CASH
FOR FRACTIONAL SHARES HAVING AN AGGREGATE MARKET PRICE (WITHOUT GIVING
EFFECT TO COMMISSIONS AND OTHER COSTS WHICH WOULD LIKELY BE INCURRED ON
SALE) EQUAL TO OR GREATER THAN THE AMOUNT OF CASH OR NOTES INTO WHICH THE
DEBENTURES ARE CONVERTIBLE. SIMILARLY, AS LONG AS THE MARKET PRICE OF THE
COMMON STOCK REMAINS AT OR ABOVE $6.04 PER SHARE, CONVERSION OF THE
DEBENTURES WILL YIELD A CONSIDERATION EQUAL TO OR GREATER THAN THE
REDEMPTION PRICE TO BE PAID IN THE EVENT DEBENTURES ARE NOT CONVERTED BUT
RATHER ARE REDEEMED. It should be noted, however, that the price of the
Common Stock received upon conversion will fluctuate in the market. No
assurance is given as to the price of the Common Stock at any future time
and holders should expect to incur various expenses of sale if such Common
Stock is sold.
2. Conversion of Debentures into Cash or Notes. Debentures may also be
converted at the option of the Holder into cash in the amount of $170.91
per $100 principal amount of Debentures, or Notes in a principal amount of
$170.91 per $100 principal amount of Debentures. ALTHOUGH A HOLDER MAY
ELECT TO CONVERT DEBENTURES INTO CASH OR NOTES, ATTENTION IS CALLED TO THE
DESCRIPTION ABOVE UNDER "CONVERSION OF DEBENTURES INTO COMMON STOCK." AS OF
JUNE 19, 1996, THE VALUE OF CONSIDERATION A CONVERTING HOLDER WOULD RECEIVE
UPON CONVERSION INTO COMMON STOCK IS APPROXIMATELY $637.88, or $466.97
GREATER THAN THE CONSIDERATION TO BE RECEIVED UPON CONVERSION INTO CASH OR
NOTES.
3. Redemption of Debentures on August 1, 1996. Any Debentures which have
not been converted into Common Stock on or prior to July 31, 1996, will be
redeemed on the Redemption Date. Upon redemption a holder would receive
$103.75 per $100 principal amount of Debentures (consisting of a redemption
price of $100 per $100 principal amount plus accrued and unpaid interest
thereon of $3.75 from February 1, 1996, to the Redemption Date). After the
Redemption Date, interest will cease to accrue and holders of Debentures
will not have any rights as such holder other than the right to receive
$103.75 per $100 principal amount of Debentures, without interest, upon
surrender of their Debentures.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summarizes the principal federal income tax consequences,
under current law, of: (i) the conversion of Debentures into Common Stock; and
(ii) the conversion of Debentures into cash or Notes or the redemption of
Debentures. It does not address all potentially relevant federal income tax
matters, including consequences to persons (such as foreign persons and tax-
exempt organizations) subject to special provisions of federal income tax law.
The following summary is for general information only, and holders of
Debentures should consult their own tax advisors about the federal, state,
local, and foreign tax consequences of the conversion or redemption of
Debentures.
Conversion into Common Stock. A holder will recognize no gain or loss for
federal income tax purposes on the conversion of a Debenture into shares of
Common Stock, except upon the receipt of cash in lieu of a fractional share.
The receipt of cash in lieu of a fractional share of Common Stock will be
taxable as if the
20
<PAGE>
fractional share had been received and then redeemed for the cash, so a holder
will recognize gain or loss equal to the difference between the amount of cash
received and the holder's tax basis in the fractional share. A holder's
aggregate tax basis in shares of Common Stock (including any fractional share
interest) received upon conversion will be the same as the holder's tax basis
in the Debenture converted into such shares. Accordingly, if a holder converts
Debentures into Common Stock and subsequently sells the Common Stock, he
generally will recognize gain or loss equal to the difference, if any, between
his tax basis in the Debentures converted (less the portion allocable to any
fractional share interest) and the amount realized upon sale of the Common
Stock. If a holder holds a Debenture as a capital asset, the holder's holding
period for shares of Common Stock (including any fractional share interest)
received upon conversion of the Debenture will include the holder's holding
period for the Debenture. In the case of a holder who acquired a Debenture at
a "market discount" within the meaning of sections 1276 and 1278(a)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"), the amount of accrued
market discount that would have been taxable as ordinary income under section
1276 of the Code upon a taxable disposition of the Debenture at the time of
conversion will attach to, and generally will be recognized as ordinary income
upon disposition of, the Common Stock received upon conversion of the
Debenture.
Conversion into Notes or Cash; Redemption. The conversion of a Debenture
into Notes or Cash, or its redemption, will be taxable as a sale of the
Debenture. Consequently, a holder generally will recognize gain or loss equal
to the difference, if any, between the holder's tax basis in the Debenture and
the amount realized by the holder upon such conversion or redemption. (The
amount realized for purposes of determining gain or loss will not include the
amount paid in connection with the redemption for accrued interest, which will
be taxable as interest income.) Gain or loss recognized on such conversion or
redemption of a Debenture generally will be capital gain or loss if the
Debenture is held as a capital asset, and capital gain or loss will be long-
term if the holder's holding period for the Debenture exceeds one year on the
date of conversion or redemption. In the case of a holder who acquired a
Debenture at a "market discount" within the meaning of sections 1276 and
1278(a)(2) of the Code, gain recognized upon such conversion or redemption of
the Debenture will constitute ordinary income to the extent of the accrued
market discount not previously included in the holder's income.
In the case of a holder of a Debenture who converts into Notes, it is
possible that the installment sale rules of Section 453 will be applicable so
as to defer recognition of gain or loss upon receipt of the Notes. However, if
the Notes are treated as "readily tradeable," then receipt of the Notes will
be treated as receipt of a payment and thus the benefits of the installment
sales rules will not be available. Whether the Notes are readily tradeable
will be based upon either the Notes being readily tradeable on an established
securities market or AmSouth having other obligations of "comparable
character" which are readily tradeable on an established securities market.
Whether AmSouth's Capital Notes are of "comparable character" is determined
based upon the particular facts and circumstances. See "DESCRIPTION OF
AMSOUTH'S CAPITAL SECURITIES--Subordinated Capital Notes." Any holder
considering converting into Notes is thus urged to consult with his or her tax
advisor.
Backup Withholding. To prevent backup withholding of federal income tax at
the rate of 31% from the payment of cash in lieu of a fractional share or the
payment of the redemption price plus interest, any holder (other than an
exempt payee such as a corporation or tax-exempt organization) who has not
previously provided a valid IRS Form W-9 relating to the holder's Debentures
should provide a completed Form W-9 upon surrendering Debentures for
conversion or redemption.
LEGAL OPINIONS
The legality of Common Stock and Notes offered hereby will be passed upon
for AmSouth by Maynard, Cooper & Gale, P.C., 1901 Sixth Avenue North, Suite
2400, Birmingham, Alabama 35203.
21
<PAGE>
EXPERTS
The consolidated financial statements of AmSouth Bancorporation included in
AmSouth's Annual Report (Form 10-K) for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
With respect to the unaudited consolidated interim financial information for
the three-month periods ended March 31, 1996 and March 31, 1995, incorporated
by reference in this Prospectus, Ernst & Young LLP have reported that they
have applied limited procedures in accordance with professional standards for
a review of such information. However, their separate report, included in
AmSouth's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
and incorporated herein by reference, states that they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their report on such information should be
restricted in considering the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 (the "Act") for their report on the
unaudited interim financial information because the report is not a "report"
or a "part" of the Registration Statement prepared or certified by the
auditors within the meaning of Sections 7 and 11 of the Act.
22
<PAGE>
APPENDIX A
[FORM OF FACE OF NOTE]
AMSOUTH BANCORPORATION
12% INSTALLMENT NOTE, SERIES 1996
No. [ ] Original Issue Amount $
AmSouth Bancorporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to , or registered assigns, the principal
sum of Dollars in five consecutive annual installments each equal to one-
fifth of the original principal amount of the indebtedness evidenced hereby,
payable on August 1 in each of the years 1997 through 2001, and to pay
interest on the principal balance outstanding hereon from time to time, from
August 1, 1996, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, annually on August 1 in each
year, commencing on August 1, 1997, at the rate of 12% per annum, until the
principal hereof is paid or made available for payment. The principal and
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the 15th day of July (whether or not a Business Day), next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all
as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in Birmingham,
Alabama, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest and
any installments of principal other than the final installment of principal
may be made by check or checks mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. The final
installment of principal shall be payable by check but only upon surrender of
this Security.
If this Security is issued in exchange for, to replace or to effect the
transfer of another Security or Securities of this series, all principal
payments theretofore made on the indebtedness evidenced hereby shall be
endorsed on the grid appearing on the reverse hereof. Each principal payment
on any Security of this series shall be valid upon the Company's making or
providing for such payment, and the Company and the Trustee shall be released
and discharged from all liability to the extent of such payment so made or
provided for, irrespective of whether any endorsement of such payment is
actually made on this Security. Accordingly, ANY PERSON WHO INTENDS TO ACQUIRE
THIS SECURITY SHOULD BE AWARE THAT THE OUTSTANDING PRINCIPAL AMOUNT HEREOF MAY
BE LESS THAN THE "ORIGINAL ISSUE AMOUNT" SET OUT ABOVE OR THE "PRINCIPAL
AMOUNT OUTSTANDING," IF ANY, SHOWN ON THE GRID APPEARING ON THE REVERSE
HEREOF.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
A-1
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
AmSouth Bancorporation
By: _________________________________
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Attest:
By: _________________________________
SECRETARY
[FORM OF REVERSE OF NOTE]
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of July 15, 1983 (herein called the
"Indenture"), between the Company and Chemical Bank, Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.
The Securities of this series are subject to redemption at the election of
the Company, as a whole (but not in part), at any time after January 2, 1998,
upon not less than 30 days' notice by mail, at a price equal to the unpaid
principal amount thereof, together with accrued interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the
relevant Record Date referred to on the face hereof, all as provided in the
Indenture.
If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and the rate or rates, and in the coin or
currency, herein prescribed.
A-2
<PAGE>
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar or
the Security co-Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $5,000 or multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
A-3
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE REPRESENTA-
TIONS NOT CONTAINED IN THIS PROSPECTUS REGARDING AMSOUTH OR THE OFFERING MADE
HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY AMSOUTH. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURI-
TIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, NOR DOES IT
CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT IN-
FORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
AmSouth.................................................................... 3
Certain Regulatory Considerations.......................................... 4
Description of AmSouth's Capital Securities................................ 9
Description of Common Stock................................................ 11
Price Range of Common Stock and Dividends.................................. 13
Description of the Notes................................................... 13
Capitalization............................................................. 17
Selected Financial Data.................................................... 18
Redemption of Debentures and Termination of Conversion Privilege........... 19
Certain Federal Income Tax Consequences.................................... 20
Legal Opinions............................................................. 21
Experts.................................................................... 22
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
420,000 SHARES COMMON STOCK
AMSOUTH BANCORPORATION
$4,200,000 PRINCIPAL AMOUNT
12% INSTALLMENT NOTES,
SERIES 1996
----------------
PROSPECTUS
----------------
, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Estimated expenses in connection with the issuance and distribution of the
securities being registered are as follows:
SEC filing fee................................................ $ 6,852
Blue Sky fees and expenses.................................... 1,000*
Legal fees.................................................... 15,000*
Accounting fees............................................... 4,000*
Printing, engraving and postage expenses...................... 15,000*
Miscellaneous expenses........................................ 3,000*
Total........................................................ $44,852*
______________
*Estimated
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation, as amended, and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and exculpation of the directors and officers of the Registrant under certain
circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling AmSouth pursuant to the foregoing provisions (other than
insurance), AmSouth has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Item 16. Exhibits
Exhibit
No. Exhibit
- ------- -------
4(a) Restated Certificate of Incorporation, as amended, of the Registrant
(incorporated by reference to Exhibit 3-b of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993)
II-1
<PAGE>
Exhibit
No. Exhibit
- ------- -------
4(b) By-laws of the Registrant (incorporated by reference to Exhibit 3-b of
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996)
4(c) Stockholder Protection Rights Agreement, dated as of June 15, 1989,
between the Registrant and AmSouth Bank of Alabama (successor to
AmSouth Bank, National Association), as Rights Agent (incorporated by
reference to Exhibit 4-a to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989 (filed with the Securities
and Exchange Commission in Washington, D.C., SEC File No. 1-7476,
former File No. 0-6907)
4(d) Form of 12% Installment Note, Series 1996 -- Attached as Appendix A to
the Prospectus
4(e) Trust Indenture dated as of July 15, 1983, incorporated by reference
to Exhibit (4) to Registrant's Registration Statement on Form S-3 (No.
2-85399) filed July 26, 1983
4(f) Upon the request of the Securities and Exchange Commission, the
Registrant will furnish a copy of all instruments defining the rights
of holders of long-term debt of the Registrant
5 Opinion of Maynard, Cooper & Gale, P.C. as to the validity of the
Common Stock and Notes
12 Statement regarding computation of consolidated ratios of earnings
to fixed charges
15 Letter regarding unaudited interim financial information
23(a) Consent of Maynard, Cooper & Gale, P.C. (filed by reference to
Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney
26 Form T-1 Statement of Eligibility and Qualification under Trust
Indentures Act of 1939 of Chemical Bank, incorporated by reference to
Exhibit (26) to Registrant's Registration Statement on Form S-3
(No. 2-85399) filed July 26, 1983
99.1 Notice of Redemption
99.2 Form of Letter of Transmittal
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
II-2
<PAGE>
(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,
represent a fundamental change in the information set forth in the
registration statement;
(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)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 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) 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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. 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 Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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, on June 20, 1996.
AMSOUTH BANCORPORATION
By: *
------------------------------------
C. Dowd Ritter
President, 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
* President, Chief Executive June 20, 1996
- ------------------------- Officer, and a Director
(C. Dowd Ritter) (Principal Executive Officer)
/s/ Kristen M. Hudak Senior Executive Vice President June 20, 1996
- ------------------------- and Chief Financial Officer
(Kristen M. Hudak) (Principal Financial Officer)
/s/ Dennis J. Dill Executive Vice President and June 20, 1996
- ------------------------- Chief Accounting Officer
(Dennis J. Dill) (Principal Accounting Officer)
* A Director June 20, 1996
- -------------------------
(J. Harold Chandler)
* A Director June 20, 1996
- -------------------------
(Rodney C. Gilbert)
* A Director June 20, 1996
- -------------------------
(Elmer B. Harris)
* A Director June 20, 1996
- -------------------------
(Donald E. Hess)
* A Director June 20, 1996
- -------------------------
(Ronald L. Kuehn, Jr.)
II-4
<PAGE>
* A Director June 20, 1996
- ----------------------------
(James R. Malone)
* A Director June 20, 1996
- ----------------------------
(Claude B. Nielsen)
* A Director June 20, 1996
- ----------------------------
(Benjamin F. Payton, Ph.D.)
* A Director June 20, 1996
- ----------------------------
(Herbert A. Sklenar)
* Chairman of the Board June 20, 1996
- ---------------------------- and a Director
(John W. Woods)
Carl L. Gorday, by signing his name hereto, does sign this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly executed
by such persons and filed with the Securities and Exchange Commission.
By: /s/ Carl L. Gorday
----------------------------
Carl L. Gorday
Attorney in Fact
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Exhibit
- ------- -------
5 Opinion of Maynard, Cooper & Gale, P.C. as to the validity of the
Common Stock and Notes
12 Statement regarding computation of consolidated ratios of earnings to
fixed charges
15 Letter regarding unaudited interim financial information
23(a) Consent of Maynard, Cooper & Gale, P.C. (filed by reference to
Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney
99.1 Notice of Redemption
99.2 Form of Letter of Transmittal
II-6
<PAGE>
EXHIBIT 5
[Letterhead of Maynard, Cooper & Gale, P.C.]
June 21, 1996
AmSouth Bancorporation
AmSouth-Sonat Tower
1900 Fifth Avenue, North
Birmingham, Alabama 35203
We are counsel to AmSouth Bancorporation, a Delaware corporation (the
"Company"), in connection with the registration on Form S-3 under the Securities
Act of 1933 (the "Act") of: (i) 420,000 shares (the "Shares") of Common Stock,
par value $1.00 per share, of the Company; (ii) 420,000 related preferred 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 of Alabama (formerly AmSouth Bank, National
Association) as Rights Agent (the "Rights Agent"); and (iii) $4,200,000
principal amount of the Company's 12% Installment Notes, Series 1996 (the
"Notes"). We have examined such corporate and other records of the Company and
certificates of public officials and officers of the Company as we have deemed
necessary or appropriate to provide a basis for the opinions set forth below.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible. We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as original documents and the
conformity with the original documents of all documents submitted to us as
certified or photostatic copies, including facsimile copies. Upon the basis of
such examination, we advise you that, in our opinion:
(1) When the Registration Statement on Form S-3 relating to the Shares and
the Rights (the "Registration Statement") has become effective under
the Act, and the Shares have been duly issued as contemplated by the
Registration Statement, the Shares 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 Shares have been
validly issued as contemplated by the Registration Statement and the
Plan, the Rights attributable to the Shares will be validly issued.
(3) When the Registration Statement has become effective under the Act and
the Notes have been duly issued as contemplated by the Registration
Statement, the Notes will be validly issued.
In connection with our opinion set forth in paragraph (2) above, we 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.
<PAGE>
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
MAYNARD, COOPER & GALE, P.C.
By /s/ J. Michael Savage
--------------------------
J. Michael Savage
<PAGE>
EXHIBIT 12
AMSOUTH BANCORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
Three Months Ended ------------------------------------------------
March 31, 1996 1995 1994 1993 1992 1991
------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $ 47,163 $174,955 $127,290 $146,720 $116,593 $ 89,226
Applicable income taxes 27,669 100,222 66,050 71,843 47,977 31,785
Fixed charges excluding interest on deposits 43,886 142,506 127,043 70,651 56,570 72,658
-------- -------- -------- -------- -------- --------
Earnings excluding interest on deposits 118,718 417,683 320,383 289,214 221,140 193,669
Interest on deposits 132,986 549,470 368,961 280,854 295,977 423,175
-------- -------- -------- -------- -------- --------
Earnings including interest on deposits $251,704 $967,153 $689,344 $570,068 $517,117 $616,844
======== ======== ======== ======== ======== ========
FIXED CHARGES
Interest on indebtedness $ 40,673 $129,926 $111,453 $ 58,472 $ 45,729 $ 63,673
Amortization of debt costs and interest
component of rental payments 3,213 12,580 15,590 12,179 10,841 8,985
-------- -------- -------- -------- -------- --------
Fixed charges excluding interest on deposits 43,886 142,506 127,043 70,651 56,570 72,658
Interest on deposits 132,986 549,470 368,961 280,854 295,977 423,175
-------- -------- -------- -------- -------- --------
Fixed charges including interest on deposits $176,872 $691,976 $496,004 $351,505 $352,547 $495,833
======== ======== ======== ======== ======== ========
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits 2.71x 2.93x 2.52x 4.09x 3.91x 2.67x
Including interest on deposits 1.42 1.40 1.39 1.62 1.47 1.24
</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 Registration Statement
(Form S-3) of AmSouth Bancorporation for the registration of 420,000 shares of
its common stock and its 12% Installment Notes, Series 1996, of our report dated
May 9, 1996 relating to the unaudited consolidated interim financial statements
of AmSouth Bancorporation which are included in its Form 10-Q for the quarter
ended March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 19, 1996
<PAGE>
Exhibit 23(b)-Consent of Ernst & Young LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of AmSouth
Bancorporation for the registration of 420,000 shares of its common stock and
its 12% Installment Notes, Series 1996 and to the incorporation by reference
therein of our report dated January 31, 1996, with respect to the consolidated
financial statements of AmSouth Bancorporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 19, 1996
<PAGE>
EXHIBIT 24
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 Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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 conversion of the Company's 7 1/2% Convertible Subordinated
Debentures Due August 1, 2001, 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 4th day of June, 1996.
/s/ C. Dowd Ritter
----------------------------------
C. DOWD RITTER
<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 Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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 conversion of the Company's 7 1/2% Convertible Subordinated
Debentures Due August 1, 2001, 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 5th day of June, 1996.
/s/ John W. Woods
----------------------------------
JOHN W. WOODS
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 5th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 4th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 4th day of June, 1996.
/s/ Elmer B. Harris
----------------------------------
ELMER B. HARRIS
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 5th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 10th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 4th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 4th day of June, 1996.
/s/ Claude B. Nielsen
----------------------------------
CLAUDE B. NIELSEN
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 5th day of June, 1996.
/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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. 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-3 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
conversion of the Company's 7 1/2% Convertible Subordinated Debentures Due
August 1, 2001, 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 4th day of June, 1996.
/s/ Herbert A. Sklenar
----------------------------------
HERBERT A. SKLENAR
<PAGE>
EXHIBIT 99.1
AMSOUTH BANCORPORATION
Notice of Redemption
7-1/2% Convertible Subordinated Debentures Due August 1, 2001
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ CONVERSION PRIVILEGE EXPIRES AT 5:00 P.M. +
+ (CENTRAL DAYLIGHT TIME) ON JULY 31, 1996 +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
NOTICE IS HEREBY GIVEN that at 5:00 p.m. on August 1, 1996 (the "Redemption
Date"), pursuant to Section 3.01 of the Indenture dated as of August 31, 1981,
as supplemented by the First Supplemental Indenture dated as of August 30, 1985
(as so supplemented, the "Indenture") between AmSouth Bancorporation (the
"Company") as successor by merger to FirstGulf Bancorp (previously First
Bancgroup - Alabama, Inc.) and AmSouth Bank of Alabama (previously AmSouth Bank
N.A.), as Trustee (the "Trustee"), successor by merger to The First National
Bank of Mobile, the Company will redeem all of its outstanding 7-1/2%
Convertible Subordinated Debentures Due August 1, 2001 (the "Debentures"), at a
redemption price equal to the par value of each Debenture so redeemed, plus
accrued interest of $3.75 per $100 in principal amount of the Debentures from
February 1, 1996, to the Redemption Date, for a total of $103.75 for each $100
principal amount of Debentures (the "Redemption Price"). The Redemption Price
will be due and payable on each $100 principal amount of Debentures on the
Redemption Date (unless the Debentures are converted as described below). From
and after the Redemption Date, interest thereon shall cease to accrue and
holders of Debentures will not have any rights as such holders other than the
right to receive the Redemption Price, without further interest thereon from and
after the Redemption Date, upon surrender of their Debentures.
ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES
Prior to 5:00 p.m. (Central Daylight Time) on July 31, 1996, holders of
Debentures may elect to convert their Debentures into one or any combination of
the following:
1. Common Stock. Debentures may be converted into the Company's Common
Stock, $1.00 par value per share (the "Common Stock"), at a ratio of 17.18199
shares of Common Stock for each $100 principal amount of Debentures.
2. Cash. Debentures may be converted into cash in the amount of $170.91
for each $100 principal amount of Debentures.
3. Notes. Debentures may be converted into the Company's 12% Installment
Notes, Series 1996 (the "Notes"), as described in the accompanying Prospectus
dated ___, 1996 in the principal amount of $170.91 for each $100 principal
amount of Debentures; provided, however, no Note will be issued in a principal
amount less than $5,000.
Under the terms of the Indenture, no interest will be paid on Debentures
converted into Common Stock, Notes or cash for the period from February 1, 1996,
to August 1, 1996. The regular August 1, 1996, interest payment is included in
the Redemption Price for Debentures not converted.
Instructions on presentation of Debentures for conversion or redemption are
given in the accompanying Letter of Transmittal.
<PAGE>
In order to be converted as described above, the Debentures must be
presented, surrendered and received before 5:00 p.m. (Central Daylight Time) on
July 31, 1996, by AmSouth Bank of Alabama at the following location:
By Mail: AmSouth Bank of Alabama
Corporate Securities Services
P. O. Box 11426
Birmingham, AL 35202
By Hand: AmSouth Bank of Alabama
Corporate Securities Services
1901 Sixth Avenue North
Suite 720
Birmingham, AL 35203
Phone Number: (205) 581-7566
Fax Number: (205) 581-7661
The method of delivery is at the option and risk of the holder but, if mail
is used, it is recommended that registered mail with return receipt requested,
properly insured, be used as a prevention against loss. If conversion is being
requested, certificates evidencing Debentures should be mailed, together with a
Letter of Transmittal, sufficiently in advance of July 31, 1996 to permit
delivery to the Trustee on or before such date.
For the convenience of holders of Debentures, a form of Letter of
Transmittal, which may be used for forwarding Debentures for conversion or for
redemption by the Company, has been mailed to each record holder of Debentures
and to nominees for holders of Debentures to be forwarded to each holder with a
copy of this notice, together with a copy of the Prospectus dated _______,
1996, relating to the Common Stock and the Notes. Additional copies of the form
of Letter of Transmittal and the Prospectus may be obtained from AmSouth Bank of
Alabama, Corporate Securities Services, at the addresses listed above.
THE CLOSING PRICE OF THE COMMON STOCK ON THE NEW YORK STOCK
EXCHANGE ON JUNE 19, 1996 WAS $37.125 PER SHARE. AT SUCH PRICE PER SHARE, THE
HOLDER OF $100 PRINCIPAL AMOUNT OF DEBENTURES WOULD RECEIVE, UPON CONVERSION,
COMMON STOCK HAVING AN AGGREGATE MARKET VALUE OF APPROXIMATELY $637.88. SUCH
VALUE IS SUBJECT TO CHANGE DEPENDING ON CHANGES IN THE MARKET PRICE OF THE
COMMON STOCK. AS LONG AS THE MARKET PRICE OF THE COMMON STOCK IS AT LEAST $6.04
PER SHARE, HOLDERS OF DEBENTURES WHO CONVERT THEIR DEBENTURES INTO COMMON STOCK
WILL RECEIVE COMMON STOCK HAVING A GREATER MARKET VALUE (WITHOUT TAKING INTO
CONSIDERATION SALES EXPENSE) THAN THE CASH WHICH THEY WOULD RECEIVE UPON
REDEMPTION.
AS LONG AS THE MARKET PRICE OF THE COMMON STOCK IS AT LEAST $9.95 PER
SHARE, HOLDERS OF DEBENTURES WHO CONVERT THEIR DEBENTURES INTO COMMON STOCK WILL
RECEIVE COMMON STOCK HAVING A GREATER MARKET VALUE (WITHOUT TAKING INTO
CONSIDERATION SALES EXPENSE) THAN EITHER THE CASH RECEIVABLE UPON CONVERSION OR
THE PRINCIPAL AMOUNT OF THE NOTES RECEIVABLE UPON CONVERSION.
2
<PAGE>
Please be sure to read and follow the instructions in the Letter of
Transmittal.
If there are any questions concerning this matter, please contact AmSouth
Bank of Alabama at (205) 581-7566.
AmSouth Bancorporation
3
<PAGE>
EXHIBIT 99.2
AMSOUTH BANCORPORATION
LETTER OF TRANSMITTAL
To Accompany 7-1/2% Convertible Subordinated Debentures Due August 1, 2001
If you wish to convert your Debenture(s), the Debenture(s) and related Letter of
Transmittal must be RECEIVED by AmSouth Bank of Alabama, at the address set
forth below, prior to 5:00 p.m. (Central Daylight Time) on July 31, 1996.
See Instructions below. If you wish to surrender your Debenture(s) for
redemption; the Debenture(s) must be surrendered to AmSouth Bank of Alabama at
the address set forth below.
By Mail: AmSouth Bank of Alabama
Corporate Securities Services
P. O. Box 11426
Birmingham, AL 35202
By Hand: AmSouth Bank of Alabama
Corporate Securities Services
1901 Sixth Avenue North
Suite 720
Birmingham, AL 35203
Phone Number: (205) 581-7566
Fax Number: (205) 581-7661
Ladies and Gentlemen:
Surrendered herewith are 7-1/2% Convertible Subordinated Debentures Due
August 1, 2001 (the "Debentures") of Amsouth Bancorporation (the "Company")
numbered and registered as listed below.
Items A, B, and E of this Letter of Transmittal must be completed for
Debentures surrendered for conversion.
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS CONTAINED HEREIN
<PAGE>
ITEM A
________________________________________________________________________________
Please fill in your name(s) exactly as it Please fill in numbers and amounts
appears on your Debenture(s) and your Principal
present address Certificate Number(s) Amount
Name(s):
Address(es):
Total Principal Amount
________________________________________________________________________________
THE ABOVE DEBENTURES ARE SURRENDERED TO YOU FOR THE ACTION INDICATED BELOW.
INDICATE CHOICE BY CHECKING THE DESIRED OPTION(S). IF MORE THAN ONE CONVERSION
OPTION IS SELECTED, INDICATE THE PRINCIPAL AMOUNT OF THE DEBENTURES YOU WISH TO
DIRECT TO EACH OF THE SELECTED OPTIONS.
ITEM B
( ) CONVERSION INTO COMMON STOCK OF THE COMPANY (the "Common Stock") at a
ratio of 17.18199 shares of Common Stock for each $100 principal amount of
Debentures. $__________ in principal amount of Debentures to be converted
into Common Stock.
( ) CONVERSION INTO CASH at $170.91 per $100 principal amount of Debentures
surrendered hereby. $__________ in principal amount of Debentures to be
converted into cash.
( ) CONVERSION INTO THE COMPANY'S 12% INSTALLMENT NOTES, SERIES 1996 (the
"Notes") at $170.91 principal amount of the Note per $100 principal
amount of Debentures surrendered hereby. $__________ in principal amount
of Debentures to be converted into Notes.
IF NO CONVERSION OPTION IS CHECKED, THE ABOVE CERTIFICATES ARE DEEMED
SURRENDERED FOR REDEMPTION.
If your Debenture certificates, together with a signed and completed Letter of
Transmittal and any required supporting documents (see Instructions below) are
not tendered for conversion prior to the close of business at AmSouth Bank of
Alabama on July 31, 1996 such Debentures will be redeemed on August 1, 1996
(the "Redemption Date") at the price equal to the par value of such Debenture so
redeemed plus accrued interest of $3.75 per $100 in principal amount of the
Debentures from February 1, 1996 to the Redemption Date, for a total redemption
price of $103.75 for each $100 principal amount of Debentures. Payment of the
redemption price will be made on the Redemption Date at the principal office of
AmSouth Bank of Alabama upon surrender of the Debentures to AmSouth Bank of
Alabama at the address set forth above.
THE VALUE OF THE COMMON STOCK INTO WHICH THE DEBENTURES ARE CONVERTIBLE IS
SUBJECT TO CHANGE DEPENDING ON CHANGES IN THE MARKET PRICE OF THE COMMON STOCK.
AS LONG AS THE PRICE OF THE COMMON STOCK IS AT LEAST $6.04 PER SHARE, THE COMMON
STOCK RECEIVED UPON CONVERSION WILL HAVE A CURRENT MARKET VALUE GREATER THAN THE
CASH RECEIVABLE UPON REDEMPTION. HOWEVER, AS LONG AS THE MARKET PRICE OF THE
2
<PAGE>
COMMON STOCK IS AT LEAST $9.95 PER SHARE, THE COMMON STOCK RECEIVED UPON
CONVERSION WILL HAVE A CURRENT MARKET VALUE GREATER THAN EITHER THE CASH
RECEIVABLE UPON CONVERSION OR THE PRINCIPAL AMOUNT OF THE NOTES RECEIVABLE UPON
CONVERSION.
ITEM C
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if Common Stock certificate(s), Note(s) and/or check(s) are
to be issued in a name other than as indicated in Item A above (see Instructions
below).
Issue to:
Name
Address
Social Security Number or Taxpayer I.D. Number
ITEM D
SPECIAL MAILING INSTRUCTIONS
To be completed ONLY if Common Stock certificate(s), Note(s) and/or check(s) are
to be mailed to an address other than as indicated in Item A above (see
Instructions below).
Mail to:
Name
Address
3
<PAGE>
ITEM E
REQUIRED SIGNATURES
The signature(s) on this Letter of Transmittal must correspond exactly with the
name(s) of the: (1) registered owner(s) of the Debenture(s) surrendered, or (2)
person(s) to whom each such certificate has been properly assigned and
transferred (see Instructions below).
Dated
Signature
--------------------------------------------
please sign here
Signature
Telephone
Social Security Number or Taxpayer I.D. Number
ITEM F
SIGNATURE GUARANTEE (if applicable)
A signature guarantee MUST be provided if a Common Stock certificate(s), Note(s)
and/or check(s) are to be issued in a name other than that of the registered
owner of the Debentures (see Instructions below).
Dated
Name of Firm
Address of Firm By
4
<PAGE>
INSTRUCTIONS
1. General
Please do not send Debenture certificates directly to the Company. Your
Debenture certificates, together with your signed and completed Letter of
Transmittal and any required supporting documents (see Instructions 5 and 6
below), should be mailed or otherwise delivered to AmSouth Bank of Alabama (the
"Trustee"), at the appropriate address indicated above. The method of delivery
is at the option and risk of the holder but, if mail is used, it is recommended
that registered mail with return receipt requested, properly insured, be used as
a prevention against loss, and if conversion is being requested, that the
mailing be made sufficiently in advance of July 31, 1996 to permit delivery to
the Trustee on or before such date.
Items A, B and E of this Letter of Transmittal must be completed in all
cases.
If in any case you wish a Common Stock certificate, Note and/or check to be
mailed to an address other than that shown in Item A on the front hereof, you
MUST complete Item D on the front thereof.
2. If you wish to convert your Debentures
If you wish to convert your Debenture(s) into Common Stock, Notes, or Cash
your Debenture certificates and a completed Letter of Transmittal must be
received by the Trustee at the address indicated herein, prior to 5:00 p.m.
(Central Daylight Time) on July 31, 1996. Alternatively, you may convert by
delivering your Debenture certificates and a completed Letter of Transmittal
duly endorsed and with appropriate notification of the Trustee prior to such
time.
If the Common Stock certificate or Note is to be issued in the same name(s)
as that in which the surrendered Debenture certificates are registered, complete
Items A, B and E on the front hereof.
If the Common Stock certificate or Note is to be issued in a different
name, see Instruction 5 and complete Items A, B, C, E and F on the front hereof.
No payments or adjustments in respect of interest will be made upon the
conversion of any Debenture. If more than one Debenture is surrendered for
conversion at any one time under the same Letter of Transmittal or other notice
by the same holder, the number of shares of Common Stock issuable upon
conversion of such Debentures will be computed upon the basis of the aggregate
principal amount of Debentures so surrendered.
3. If you wish to redeem your Debentures
If you wish to have your Debenture redeemed, your Debenture certificates
and completed Letter of Transmittal must be received by the Trustee prior to
5:00 p.m. (Central Daylight Time) on July 31, 1996. See Instruction 4.
If the check is to be issued in the same name(s) in which the Debenture
certificates are registered, see Instruction 5 and complete Items A, B and E on
the front hereof.
5
<PAGE>
If the check is to be issued in a different name, see Instructions 5 and 6
and complete Items A, B, C, E and F on the front hereof.
4. Signature Guarantee Requirement
If you have completed Item C, the signature on the Letter of Transmittal
must be guaranteed, in the space provided in Item F on the front, by an Eligible
Guarantor Institution (Banks, Stockbrokers, Savings & Loan Associations and
Credit Unions with membership in an approved Signature Guarantee Medallion
Program), pursuant to S.E.C. Rule 17ad-15.
5. Certificate, Note or check to be issued in a different name
If a Common Stock certificate, Note or a check is to be issued in a name
other than that of the registered owner of the Debentures, your Debenture
certificates must be properly endorsed or be accompanied by appropriate bond
powers (which may consist of this Letter of Transmittal), properly executed by
the registered owner(s), so that such endorsement or bond powers are signed
exactly as the name(s) of the registered owner(s) appear on the Debenture
certificates, and the signature(s) must be properly guaranteed by an Eligible
Guarantor Institution (Banks, Stockbrokers, Savings & Loan Associations and
Credit Unions with membership in an approved Signature Guarantee Medallion
Program), pursuant to S.E.C. Rule 17ad-15. Complete Items A, B, C, E and F on
the front hereof.
6. Signature by other than registered holder
If the Letter of Transmittal is signed in Item E by an executor,
administrator, trustee, guardian, attorney or the like, the Letter of
Transmittal and Debenture certificates must be accompanied by evidence
satisfactory to the Trustee and the Company of the authority of such person to
sign the Letter of Transmittal.
If the Letter of Transmittal is signed in Item E by someone other than the
registered owner, who is not a person described in the preceding paragraph, the
Debenture certificates must be properly endorsed or be accompanied by
appropriate bond powers, properly executed by the registered owner(s), so that
such endorsement or bond powers are signed exactly as the name(s) of the
registered owner(s) appear on the Debenture(s), and the signature(s) must be
properly guaranteed by an Eligible Guarantor Institution (Banks, Stockbrokers,
Savings & Loan Associations and Credit Unions with membership in an approved
Signature Guarantee Medallion Program), pursuant to S.E.C. Rule 17ad-15.
7. Joint holders of Debenture Certificates registered in different names
If Debenture certificates are tendered by joint holders or owners, all such
persons must sign the Letter of Transmittal in Item E. If Debenture
certificates are registered in different names or forms of ownership, separate
Letters of Transmittal must be completed, signed and returned for each different
registration.
8. Stock transfer taxes
It is not presently anticipated that any stock transfer taxes will be
payable in connection with the issuance of Common Stock on conversion of
Debentures. If, however, it should develop that in certain circumstances such
taxes may be payable, conversion of Debentures will be effected without charge
to the converting holder for any such stock transfer tax except in the following
cases: (i) if Common Stock certificates or Notes issued upon conversions are to
6
<PAGE>
be registered in the name of any person other than the registered holder or (ii)
if tendered Debenture certificates are registered in the name of any person
other than the person(s) signing the Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered holder or such person) payable
on account of the transfer to such person will be charged to the person(s)
signing the Letter of Transmittal if satisfactory evidence of the payment of
such taxes, or exemption therefrom, is not submitted. The Company will not be
required to issue or deliver Common Stock certificates or Notes in any such case
until such payment has been made and satisfactory evidence of such payment has
been received.
9. Lost or destroyed Debentures
If your Debenture certificates have been either lost or destroyed, notify
the Trustee of this fact promptly at the address set forth herein or telephone
(205) 581-7566. You will then be instructed as to the steps you must take in
order to convert or have redeemed the Debentures that you own.
10. Questions on how to submit your Debentures certificates
Questions and requests for assistance on how to submit your Debenture
certificates should be directed to the Trustee at one of the addresses set forth
on the front hereof or by telephoning (205) 581-7566.
7
<PAGE>
IMPORTANT TAX INFORMATION
Payers request for taxpayer identification number
Under the federal income tax law, a security holder who redeems or
otherwise disposes of securities, in whole or in part for cash, is required to
furnish the payer with his taxpayer identification number, which, for an
individual, would be his Social Security number (the "TIN"), certified under
penalties of perjury. If the security holder does not furnish his correct TIN
in this manner, he may be subject to a penalty imposed by the Internal Revenue
Service ("IRS"). In addition, payments to such security holder may be subject
to backup withholding.
To prevent backup withholding on the payment for securities you are
forwarding at the rate of 31%, you should complete the enclosed form W-9.
Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from the backup withholding and reporting
requirements. In order for a holder who is a foreign individual to qualify as
an exempt recipient, such holder must submit a statement, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements can
be obtained from the Trustee.
8
