<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 20, 1997
Date of Report (Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7476 63-0591257
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
AmSouth-Sonat Tower
1900 5th Avenue North
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
(205) 320-7151
(Registrant's telephone number,including area code)
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Item 5. Other Events.
AmSouth Bancorporation ("AmSouth") is filing this Current Report on
Form 8-K to report the following:
On March 20, 1997, AmSouth issued a press release announcing the
approval of the Board of Directors of (a) a three-for-two stock split in the
form of a stock dividend in which each holder will receive one-half share of
common stock for each share held, payable April 30, 1997 to shareholders of
record on April 4, 1997 and (b) the approval of the repurchase of up to four
million shares of AmSouth Common Stock (six million shares on a post-split
basis) over the next two years. A copy of the press release is attached hereto.
A pro forma schedule showing the effect of the three-for-two stock
split on selected financial data from the last five years is set forth below.
AmSouth Bancorporation
Selected Pro Forma Financial Data Per Common Share
Assuming Three-for-Two Common Stock Split
<TABLE>
<CAPTION>
1996* 1996 1995 1994 1993 1992
-----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings per common share
As reported $3.50 $3.23 $3.00 $2.25 $2.89 $2.50
Pro forma 2.33 2.15 2.00 1.50 1.93 1.67
Cash dividends declared
As reported 1.62 1.62 1.54 1.43 1.22 1.07
Pro forma 1.08 1.08 1.03 0.95 0.81 0.71
</TABLE>
*Excludes one-time assessment with respect to deposits assessable by the Savings
Association Insurance Fund.
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Item 7. Financial Statements and Exhibits.
The following exhibit is filed as part of this Current Report on Form
8-K.
Exhibit No. Exhibit
99 Press Release dated
March 20, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-------------------------------
Carl L. Gorday
Assistant Secretary
Date: March 27, 1997
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Exhibit 99
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News Release
AmSouth Bancorporation
Post Office Box 11007
Birmingham, Alabama 35288
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AMSOUTH
FOR IMMEDIATE RELEASE
Contact: (Investment Community) List Underwood (205) 801-0265
(News Media) Jim Underwood (205) 326-5184
AmSouth Bancorporation Board announces 3-for-2 stock split
and approves additional stock repurchase
BIRMINGHAM, ALABAMA, MARCH 20, 1997 -- The board of directors of AmSouth
Bancorporation (NYSE: ASO) today authorized a three-for-two stock split in the
form of a 50 percent stock dividend payable April 30, 1997, to stockholders of
record as of April 4, 1997.
As a result of the three-for-two stock split, shareholders of record as of
April 4 will receive one additional share for every two shares held. Cash will
be paid in lieu of fractional shares.
AmSouth's board also authorized the company to repurchase up to four
million shares of the company's outstanding common stock. This equates to six
million shares on a post-split basis. The shares will be used to fund stock
issued under the company's dividend reinvestment and employee benefit plans, or
for general corporate purposes.The program authorizes purchases to be made from
time to time over the next two years.
In the first quarter of 1997, AmSouth repurchased 800,000 shares of stock
in conjunction with a July 1996 board authorization to repurchase approximately
2.8
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million shares. Approximately 350,000 shares remain to be purchased under the
1996 authorization.
Commenting on the board's actions, AmSouth Bancorporation
chairman, president and chief executive officer, C. Dowd Ritter, said, "The
three-for-two stock split and new stock repurchase program reflect the
confidence we have in the future of our company and are consistent with our goal
of enhancing shareholder value."
AmSouth Bancorporation is a regional bank holding company with headquarters
in Birmingham, Alabama. At December 31, 1996, the corporation reported assets of
$18.4 billion. AmSouth operates 272 banking offices in Alabama, Florida,
Tennessee and northwest Georgia, and a network of more than 600 ATMs at
strategic locations throughout its key markets. AmSouth, or its subsidiaries,
also engages in mortgage banking, commercial banking, trust services and
investment management.
