<PAGE>
The Registrant requests that the Post-
Effective Amendment 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. 333-02099
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 6711 63-0591257
(State or other (Primary standard industrial (I.R.S. employer
jurisdiction of classification code number) identification
incorporation or number)
organization)
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
THRIFT 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)
With a Copy to:
J. MICHAEL SAVAGE
MAYNARD, COOPER & GALE, P.C.
1901 SIXTH AVENUE NORTH
SUITE 2400
BIRMINGHAM, ALABAMA 35203
_________________
<PAGE>
Pursuant to Rule 416(b), Registration Statement No. 333-02099 is hereby
amended to include 339,295 shares of AmSouth Bancorporation ("AmSouth") Common
Stock (and associated Preferred Stock Purchase Rights) issuable as a result of a
three-for-two stock split of AmSouth Common Stock, $1.00 par value, payable
April 30, 1997, to shareholders of record April 4, 1997. Except as set forth
below, the contents of AmSouth's Registration Statement on Form S-8 (No. 333-
02099) are incorporated herein by reference.
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).
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 (filed with
Registration Statement on Form S-8).
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 (filed with Registration Statement on Form S-8)
<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-8 and has duly caused this Post-Effective Amendment 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
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment has been signed by the following persons in the capacities
indicated as of May 12, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ C. Dowd Ritter Chairman of the Board, President, Chief
- -------------------------- Executive Officer and a Director
C. Dowd Ritter (Principal Executive Officer)
/s/ Kristen M. Hudak Senior Executive Vice President
- -------------------------- and Chief Financial Officer
Kristen M. Hudak (Principal Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President and
- -------------------------- Controller (Principal Accounting
Robert R. Windelspecht Officer)
* A Director
- --------------------------
J. Harold Chandler
* A Director
- --------------------------
Rodney C. Gilbert
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* A Director
- --------------------------
Elmer B. Harris
* A Director
- --------------------------
Donald E. Hess
* A Director
- --------------------------
Ronald L. Kuehn, Jr.
* A Director
- --------------------------
James R. Malone
* A Director
- --------------------------
Claude B. Nielsen
* A Director
- --------------------------
Benjamin F. Payton, Ph.D.
* A Director
- --------------------------
Herbert A. Sklenar
/s/ Carl L. Gorday*
- ------------------
Carl L. Gorday
Attorney-in-Fact
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Trustee has
duly caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, Alabama, on
May 12, 1997.
AmSouth Bancorporation
By: /s/ Katherine Davidson
------------------------------------
Its Authorized Trust Officer
<PAGE>
Exhibit 15--Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the Post-Effective Amendment
No. 1 to the Registration Statement (Form S-8) of AmSouth Bancorporation for the
registration of 339,295 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 Post-Effective Amendment
No. 1 to the Registration Statement (Form S-8) pertaining to the Thrift 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
