<PAGE>
The Registrant requests that
the Registration Statement become effective immediately upon filing pursuant to
Securities Act Rule 462.
As filed with the Securities and Exchange Commission on May 14, 1997
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6711 63-0591257
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
</TABLE>
AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
(205) 320-7151
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
AmSouth Bancorporation
Employee Stock Purchase Plan
(Full title of the Plan)
-------------
STEPHEN A. YODER
Executive Vice President and
General Counsel
AmSouth Bancorporation
1901 Sixth Avenue North, Suite 920
AmSouth/Harbert Plaza
Birmingham, Alabama 35203
(205) 326-5319
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Unit(1) Aggregate Offering Registration Fee
Registered Price(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value
(and associated Preferred
Stock Purchase Rights) 200,000 $36.25 per share $7,250,000 $2,197
=====================================================================================================================
</TABLE>
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low prices
per share of the Registrant's Common Stock on the New York Stock Exchange on
May 7, 1997, as reported by The Wall Street Journal.
<PAGE>
Pursuant to General Instruction E of Form S-8, the contents of AmSouth
Bancorporation's Registration Statement on Form S-8 (No. 33-2927) are hereby
incorporated herein by reference. In addition, the following information is
included herein:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated into this Registration Statement by
reference:
1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1996.
2. All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996.
3. 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.
4. The description of the rights to purchase Series A Preferred Stock
issued pursuant to the Stockholder Protection Rights Agreement dated as of June
15, 1989 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 Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
An opinion as to the legality of the securities being registered is
being provided by Carl L. Gorday, Counsel of the Registrant. Mr. Gorday has
interests in the Registrant's Common Stock in an amount that is less than one-
tenth of one percent of the outstanding shares of the Registrant's Common Stock.
Item 6. 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 of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
3.1 Restated Certificate of Incorporation of AmSouth Bancorporation
(incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993, Exhibit 3-b).
3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, Exhibit 3-b).
4.1 Stockholder Protection Rights Agreement dated as of June 15, 1989
("Rights Agreement") between AmSouth Bancorporation and AmSouth
Bank of Alabama (formerly AmSouth Bank, National Association) as
Rights Agent, including as Exhibit A the forms of Rights
Certificate and of Election to Exercise and as Exhibit B the form
of Certificate of Designation and Terms of Series A Preferred
Stock (incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, Exhibit
4-a, filed with the Commission in Washington, D.C., SEC File No.
1-7476, former File No. 0-6907)
<PAGE>
4.2 Certificate of Designation and Terms of Series A Preferred Stock
of AmSouth Bancorporation (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989, Exhibit 4-c, filed with the Commission in
Washington, D.C., SEC File No. 1-7476, former File No. 0-6907)
5 Opinion of Carl L. Gorday, Counsel of Registrant
15 Letter re Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Carl L. Gorday (included in Exhibit 5)
24 Powers of Attorney (contained on signature page of Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
<PAGE>
(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 of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. The
Registrant hereby undertakes that in the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, as of the 12th day
of May, 1997.
AMSOUTH BANCORPORATION
By: /s/ C. Dowd Ritter
----------------------------------
(C. Dowd Ritter)
(Chairman of the Board, President,
and Chief Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the directors of AmSouth
Bancorporation, a Delaware corporation, (the "Company") whose
signature appears below 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-8 to be filed by the Company with
respect to its securities with the Securities and Exchange Commission, pursuant
to the provisions of the Securities Act of 1933 in connection with the
registration of securities to be offered pursuant to the Employee Stock Purchase
Plan, and, further, to execute and sign any and all pre-effective and
post-effective amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such documents to be
filed with the Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
the acts of said attorney-in-fact and agent which he may lawfully do in the
premises or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C. Dowd Ritter Chairman of the Board, President,
- ------------------------------- and Chief Executive Officer May 12, 1997
(C. Dowd Ritter) (Principal Executive Officer)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Kristen M. Hudak Senior Executive Vice President May 12, 1997
- ------------------------------- and Chief Financial Officer
(Kristen M. Hudak) (Principal Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President and May 12, 1997
- ------------------------------- Controller (Principal Accounting
(Robert R. Windelspecht) Officer)
* A Director
- ------------------------------- May 12, 1997
(J. Harold Chandler)
* A Director
- ------------------------------- May 12, 1997
(Rodney C. Gilbert)
* A Director
- ------------------------------- May 12, 1997
(Elmer B. Harris)
* A Director May 12, 1997
- -------------------------------
(Donald E. Hess)
* A Director
- ------------------------------- May 12, 1997
(Ronald L. Kuehn, Jr.)
A Director
- -------------------------------
(James R. Malone)
* A Director May 12, 1997
- -------------------------------
(Claude B. Nielsen)
* A Director
- ------------------------------- May 12, 1997
(Benjamin F. Payton, Ph.D.)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* A Director
- ------------------------------- May 12, 1997
(Herbert A. Sklenar)
/s/ Carl L. Gorday*
- -------------------------------
Carl L. Gorday
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
5 Opinion of Carl L. Gorday
15 Letter re Unaudited Interim Financial
Information
23.1 Consent of Ernst & Young LLP
24 Powers of Attorney (contained on signature page of the Registration
Statement)
<PAGE>
[LETTERHEAD OF AMSOUTH BANCORPORATION APPEARS HERE]
EXHIBIT 5
May 14, 1997
AmSouth Bancorporation
AmSouth-Sonat Tower
1900 Fifth Avenue, North
Birmingham, Alabama 35203
Dear Sirs:
I am Counsel to AmSouth Bancorporation, a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 under
the Securities Act of 1933 (the "Act") of up to 200,000 shares (the
"Shares") of Common Stock, par value $1.00 per share, of the
Company, to be issued in accordance with the terms of the Company's
Employee Stock Purchase Plan (the "Plan"), and 200,000 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"). I have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, I advise you that, in my opinion:
(1) When the Registration Statement on Form S-8 relating to the 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 and the Plan, 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.
In connection with my opinion set forth in paragraph (2) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
AmSouth Bancorporation
May 14, 1997
Page Two
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/Carl L. Gorday
--------------------------
Carl L. Gorday
Counsel
<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-8) of AmSouth Bancorporation for the registration of 200,000 shares of
its common stock of our report dated May 9, 1997 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, 1997.
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
May 9, 1997
<PAGE>
Exhibit 23.1 -- Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan of AmSouth
Bancorporation of our report dated January 31, 1997, with respect to the
consolidated financial statements of AmSouth Bancorporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
May 9, 1997
