AMSOUTH BANCORPORATION
SC 13G/A, 1997-02-14
STATE COMMERCIAL BANKS
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<PAGE>
 
CUSIP No. 032165-10-2                 13G                     Page 1 of 10 pages


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                         (Amendment No.    18    )*
                                       ----------


                            AMSOUTH BANCORPORATION
                            ----------------------
                               (Name of Issuer)

                        Common Stock - Par Value $1.00
                        ------------------------------
                        (Title of Class of Securities)


                                  032165-10-2
                                  -----------
                                (CUSIP Number)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 032165-10-2                 13G                     Page 2 of 10 pages


1    NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             AmSouth Bancorporation
             No. 63-0591257

- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

               (a)  [_]
               (b)  [_]

- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION
 
              Delaware

- --------------------------------------------------------------------------------
 
              5  SOLE VOTING POWER
 
                       -0-
              ------------------------------------------------------------------
NUMBER OF     6  SHARED VOTING POWER
SHARES
BENEFICIALLY         3,530,932
OWNED BY      ------------------------------------------------------------------
EACH          7  SOLE DISPOSITIVE POWER
REPORTING
PERSON                 -0-
WITH          ------------------------------------------------------------------
              8  SHARED DISPOSITIVE POWER
 
                     3,083,822

- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
     PERSON
 
          3,627,302

- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
     SHARES

- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          6.5%

- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON

          HC
- --------------------------------------------------------------------------------
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CUSIP No. 032165-10-2                 13G                     Page 3 of 10 pages


1    NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             AmSouth Bank of Alabama
             No. 63-0073530

- ---------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                (a)  [_]
                (b)  [_]

- ---------------------------------------------------------------
3    SEC USE ONLY

- ---------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      Alabama

- ---------------------------------------------------------------
               5  SOLE VOTING POWER
 
                        -0-

NUMBER OF      ------------------------------------------------
SHARES         6  SHARED VOTING POWER
BENEFICIALLY
OWNED BY              2,916,653
EACH     
REPORTING      ------------------------------------------------
PERSON         7  SOLE DISPOSITIVE POWER
WITH     
                        -0-

               ------------------------------------------------
               8  SHARED DISPOSITIVE POWER
 
                      2,454,576

- ---------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
     PERSON
          2,988,409

- ---------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
     SHARES

- ---------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          5.3%

- ---------------------------------------------------------------
12   TYPE OF REPORTING PERSON

          BK

- ---------------------------------------------------------------
<PAGE>
 
CUSIP No. 032165-10-2                 13G                     Page 4 of 10 pages


                               AMENDMENT NO. 18
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA

              Report for the Calendar Year Ended December 31, 1996

Item 1(a)     Name of Issuer:

              AmSouth Bancorporation

Item 1(b)     Address of Issuer's Principal Executive Offices:

              1400 AmSouth/Sonat Tower
              Birmingham, Alabama 35203

Item 2(a)     Name of Persons Filing:

              AmSouth Bancorporation
              AmSouth Bank of Alabama

Item 2(b)     Address of Principal Business Office:

              AmSouth Bancorporation
              1400 AmSouth/Sonat Tower
              Birmingham, Alabama  35203

              AmSouth Bank of Alabama
              AmSouth/Sonat Tower
              Birmingham, Alabama  35203

Item 2(c)     Citizenship

              AmSouth Bancorporation is a Delaware corporation. AmSouth Bank of
              Alabama is a bank organized under the laws of the State of 
              Alabama.

Item 2(d)     Title of Class of Securities:
 
              Common stock, par value $1.00
 
Item 2(e)     CUSIP Number:  032165-10-2
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CUSIP No. 032165-10-2                 13G                     Page 5 of 10 pages
 

Item 3.       If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
              check whether the person filing is a:
 
        (a)    [ ]    Broker or Dealer registered under Section 15 of the Act
      
        (b)    [X]    Bank as defined in Section 3(a)(6) of the Act
      
        (c)    [ ]    Insurance Company as defined in Section 3(a)(19) of the
                      Act
        
        (d)    [ ]    Investment Company registered under Section 8 of the
                      Investment Company Act
      
        (e)    [ ]    Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940
      
        (f)    [ ]    Employee Benefit Plan, Pension Fund which is subject to
                      the provisions of the Employee Retirement Income Security
                      Act of 1974 or Endowment Fund; see Section 240.13d-
                      1(b)(ii)(F).
      
        (g)    [X]    Parent Holding Company, in accordance with Section 
                      240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
      
        (h)    [ ]    Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

Item 4. Ownership

        (a)    Amount Beneficially Owned:
      
                      AmSouth Bancorporation:  3,627,302
                      AmSouth Bank of Alabama: 2,988,409
      
        (b)    Percent of Class:
      
                      AmSouth Bancorporation:  6.5%
                      AmSouth Bank of Alabama: 5.3%
      
        (c)    Number of shares as to which such person has:
      
               (i)    sole power to vote or to direct the vote:
      
                         -0-
      
               (ii)   shared power to vote or direct the vote:

                        AmSouth Bancorporation:  3,530,932
                        AmSouth Bank of Alabama: 2,916,653
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CUSIP No. 032165-10-2                 13G                     Page 6 of 10 pages


              (iii)  sole power to dispose of or to direct the disposition of:

                          -0-

              (iv)   shared power to dispose of or to direct the disposition of:

                          AmSouth Bancorporation:  3,083,822
                          AmSouth Bank of Alabama: 2,454,576

         Pursuant to Rule 13d-4, it is hereby declared that the filing of this
         Statement shall not be construed as an admission that AmSouth
         Bancorporation or AmSouth Bank of Alabama is, for the purpose of
         Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the
         beneficial owner of any securities covered by this Statement.

Item 5.  Ownership of Five Percent or Less of a Class

         Not applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         All of the shares covered by this Statement are held by trusts and
         estates of which AmSouth Bancorporation's subsidiaries, AmSouth Bank of
         Alabama, AmSouth Bank of Florida or AmSouth Bank of Tennessee, is a
         fiduciary. No single one of these trusts and estates holds as much as
         five percent of the class. Generally, under the terms of the instrument
         establishing each such trust or estate, dividends on and proceeds from
         the sale of securities held by the trust or estate are paid to it, with
         distribution of any such amounts to beneficiaries thereof being made
         from the trust or estate pursuant to the terms of the governing
         instrument.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company

         See Exhibit 1.

Item 8.  Identification and Classification of Members of the Group

         Not applicable.

Item 9.  Notice of Dissolution of Group

         Not applicable.

Item 10. Certification

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the ordinary
         course of business, and were not acquired for the purpose of, and do
         not have the effect of, changing or influencing the control of the
         issuer of such securities, and were not acquired in connection with or
         as a participant in any transaction having such purposes or effect.
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CUSIP No. 032165-10-2                 13G                     Page 7 of 10 pages



Signatures:

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

February 14, 1997
Date

AMSOUTH BANCORPORATION



By: /s/  Carl L. Gorday
    -------------------------
    Signature

Carl L. Gorday, Assistant Secretary
Name/Title
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CUSIP No. 032165-10-2                 13G                     Page 8 of 10 pages


       After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.



February 14, 1997
Date



AMSOUTH BANK OF ALABAMA



By: /s/ Carl L. Gorday
    ------------------------
    Signature


Carl L. Gorday, Vice President
Name/Title

<PAGE>
 
CUSIP No. 032165-10-2                 13G                     Page 9 of 10 pages


                                   EXHIBIT 1
                                      TO
                               AMENDMENT NO. 18
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA


               Report for the Calendar Year Ended December 31, 1996


     The securities covered by this Statement are held in a fiduciary capacity
by the following subsidiaries of AmSouth Bancorporation, which are banks as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and
classified in Item 3(b) of Schedule 13G:


                                       AmSouth Bank of Alabama
                                       AmSouth Bank of Florida
                                       AmSouth Bank of Tennessee

<PAGE>
 
CUSIP No. 032165-10-2                 13G                    Page 10 of 10 pages


                                   EXHIBIT 2
                                      TO
                               AMENDMENT NO. 18
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION,
                                      AND
                            AMSOUTH BANK OF ALABAMA

               Report for the Calendar Year Ended December 31, 1996

 
         The undersigned, AmSouth Bancorporation and AmSouth Bank of Alabama,
hereby agree that the foregoing Statement on Schedule 13G is filed on behalf of
each of them.


                                AMSOUTH BANCORPORATION



                                By: /s/ Carl L. Gorday
                                   -----------------------------------
                                   Carl L. Gorday, Assistant Secretary



                                AMSOUTH BANK OF ALABAMA



                                By: /s/ Carl L. Gorday
                                    ----------------------------------
                                    Carl L. Gorday, Vice President


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