<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-7476
AMSOUTH BANCORPORATION THRIFT PLAN
AMSOUTH-SONAT TOWER
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(FULL TITLE OF PLAN AND THE ADDRESS OF PLAN)
AMSOUTH BANCORPORATION
AMSOUTH-SONAT TOWER
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1997 AND 1996
WITH REPORT OF INDEPENDENT AUDITORS
2
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1997 AND 1996
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors.............................................. 4
Audited Financial Statements
Statements of Net Assets Available for Benefits........................... 5
Statements of Changes in Net Assets Available for Benefits................ 6
Notes to Financial Statements............................................. 7
Supplemental Schedules
Item 27a--Schedule of Assets Held for Investment Purposes................. 14
Item 27d--Schedule of Reportable Transactions............................. 15
</TABLE>
3
<PAGE>
[ERNST & YOUNG LLP LETTERHEAD APPEARS HERE]
REPORT OF INDEPENDENT AUDITORS
AmSouth Bancorporation
We have audited the accompanying statements of net assets available for
benefits (modified cash basis) of AmSouth Bancorporation Thrift Plan as of
December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits (modified cash basis) for the years then ended.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1, the financial statements referred to above were
prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits (modified cash
basis) of the Plan at December 31, 1997 and 1996, and the changes in its net
assets available for benefits (modified cash basis) for the years then ended
on the basis of accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 25, 1998
4
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Cash and interest bearing deposits................... $ 3,348,150 $ 2,105,015
Interest and dividends receivable.................... 824,764 289,606
Marketable securities:
U.S. government securities......................... 55,687 57,303
Guaranteed investment contracts.................... 20,505,132 22,541,871
Value of interest in pooled funds.................. 10,748,710 9,495,118
Corporate common stock............................. 62,296,419 32,749,425
AmSouth mutual funds............................... 62,652,140 49,894,275
------------ ------------
Total marketable securities.......................... 156,258,088 114,737,992
------------ ------------
Net assets available for benefits.................... $160,431,002 $117,132,613
============ ============
</TABLE>
See accompanying notes.
5
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Additions:
Contributions from employers...................... $ 6,034,339 $ 5,706,522
Contributions from employees--pre-tax............. 7,373,926 6,964,003
Contributions from employees--after-tax........... 1,258,826 1,386,282
Interest income................................... 1,514,575 1,734,794
Dividend income................................... 1,305,746 1,036,673
Net gain on sale of securities.................... 2,057,967 1,160,907
Mutual fund income................................ 4,355,393 3,566,616
Other income...................................... 110 62,748
------------ ------------
23,900,882 21,618,545
Deductions:
Payments to participants.......................... 12,468,438 10,196,394
Other expenses.................................... 317 27,121
------------ ------------
12,468,755 10,223,515
------------ ------------
11,432,127 11,395,030
Unrealized appreciation in fair value of
investments........................................ 31,866,262 6,834,372
------------ ------------
Net additions....................................... 43,298,389 18,229,402
Net assets available for benefits at beginning of
year............................................... 117,132,613 98,903,211
------------ ------------
Net assets available for benefits at end of year.... $160,431,002 $117,132,613
============ ============
</TABLE>
See accompanying notes.
6
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the AmSouth Bancorporation Thrift Plan (Thrift
Plan) are maintained on the modified cash basis and therefore are not in
conformity with generally accepted accounting principles. Income on securities
is recorded on the accrual basis and marketable securities are recorded as
stated below. All other transactions are recorded on the cash basis.
Marketable securities are stated at aggregate current value. Securities
which are traded on a national securities exchange or in the over-the-counter
market are valued at the last reported sales price on the last business day of
the year. Investments for which no sale was reported on that date are valued
at the last reported sales price. Income on investment assets is accrued by
the Thrift Plan. Guaranteed investment contracts are valued at contract value,
plus accrued interest, as determined by the insurance companies holding the
investment contracts.
The preparation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
The change in the difference between current value and the cost of
investments is reflected in the statement of changes in net assets available
for benefits as unrealized depreciation or appreciation in the fair value of
investments.
Participants have the option to make their contributions to the Thrift Plan
either pre-tax or after-tax.
The realized gain or loss on securities is the difference between the
proceeds received and the cost of securities sold.
2. PLAN DESCRIPTION
The Thrift Plan is a controlled group defined contribution plan. The plan
provides benefits for substantially all employees of the following employers
(all are affiliates of AmSouth Bancorporation):
AmSouth Bancorporation (parent company)
AmSouth Bank
AmSouth Finance Corporation
AmSouth Capital Corporation
AmSouth Investment Services, Inc.
AmSouth Leasing Corporation
Effective January 1, 1996, the Thrift Plan was amended to change the
maximum participant contribution through payroll deduction to 15% of salary on
a pre-tax and/or after-tax basis. Post-1995 contributions are matched by the
employer at the rate of 100% of each participant's pretax deferrals and 50% of
each participant's after-tax contributions. The maximum employer match was
increased to 6% of participant's compensation. Post-1995 matching
contributions are invested exclusively in the AmSouth Stock Fund. If the
participant elects pre-tax deferrals and after-tax contributions, all pre-tax
deferrals will be matched first and then after-tax contributions for a
combined maximum of 6% of participant's compensation. All post-1995 employee
contributions and post-1995 matching contributions become 100% vested upon
contribution. Contributions in excess of 6% are not matched.
7
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Benefits under the Plan are based on individual account balances.
In the event of termination of the Thrift Plan, the net assets of the Thrift
Plan, after payment of all taxes and expenses, shall be distributed based upon
the participants' individual account balances in either an annuity or an
alternative benefit method determined by the Plan Administrator.
3. PLAN AMENDMENTS
Effective July 1, 1997, the Thrift Plan was amended to add the AmSouth Equity
Income Fund as an investment option.
Effective June 30, 1997, the Thrift Plan was amended to delete the Limited
Maturity Fund as an investment option. Assets which were not transferred by
participants prior to the effective date were automatically transferred to the
Fixed Income Fund.
Effective April 1, 1996, the Thrift Plan was amended to add the Limited
Maturity Fund and Regional Equity Fund as investment options.
Effective January 1, 1996, employee and employer contribution provisions of
the Thrift plan were amended as described in Note 2.
4. MARKETABLE SECURITIES
The cost of marketable securities at December 31, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
U.S. government securities......................... $ 54,784 $ 54,784
Guaranteed investment contracts.................... 20,505,132 22,541,871
Value of interest in pooled funds.................. 9,289,146 8,421,922
Corporate common stock............................. 18,513,526 12,127,727
AmSouth mutual funds............................... 51,755,076 47,318,000
------------ -----------
$100,117,664 $90,464,304
============ ===========
</TABLE>
During 1997 and 1996 the Thrift Plan's investments appreciated (depreciated)
in fair value as follows:
<TABLE>
<CAPTION>
NET APPRECIATION NET ASSETS
(DEPRECIATION) AVAILABLE FOR
IN FAIR VALUE BENEFITS AT END
DURING YEAR OF YEAR
---------------- ---------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1997:
Fair value as determined by quoted
market price:
Equity Income Fund................... $ (2,353) $ 1,541,782
Limited Maturity Fund................ (258) --
Regional Equity Fund................. 419,351 2,816,703
Fixed Income Fund.................... 553,592 34,205,593
Equity Fund.......................... 8,354,793 43,958,000
AmSouth Stock Fund................... 23,470,519 63,381,261
Balanced Fund........................ 1,208,127 14,403,008
Other funds.......................... (79,542) 124,655
----------- ------------
$33,924,229 $160,431,002
=========== ============
</TABLE>
8
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
NET APPRECIATION NET ASSETS
(DEPRECIATION) AVAILABLE FOR
IN FAIR VALUE BENEFITS AT END
DURING YEAR OF YEAR
---------------- ---------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1996:
Fair value as determined by quoted
market price:
Limited Maturity Fund................ $ - $ 136,265
Regional Equity Fund................. 51,465 1,372,618
Fixed Income Fund.................... 356,108 33,540,482
Equity Fund.......................... 2,335,753 34,873,834
AmSouth Stock Fund................... 5,062,040 33,492,360
Balanced Fund........................ 114,805 13,458,406
Other funds.......................... 75,108 258,648
---------- ------------
$7,995,279 $117,132,613
========== ============
</TABLE>
The Thrift Plan provides for participant directed investment programs in
various types of investment funds. The statement of net assets available for
benefits for these investment funds as of December 31, 1997 is as follows:
<TABLE>
<CAPTION>
EQUITY REGIONAL NON-
FIXED INCOME AMSOUTH BALANCED INCOME EQUITY PARTICIPANT
FUND EQUITY FUND STOCK FUND FUND FUND FUND DIRECTED
------------ ----------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and interest
bearing deposits....... $ 2,411,515 $ 82,696 $ 803,754 $ 19,366 $ 2,067 $ 4,089 $ 24,663
Interest and dividends
receivable............. 540,236 -- 283,809 -- -- -- 719
Marketable securities:
U.S. government
securities............ -- -- -- -- -- -- 55,687
Guaranteed investment
contracts............. 20,505,132 -- -- -- -- -- --
Value of interest in
pooled funds.......... 10,748,710 -- -- -- -- -- --
AmSouth stock.......... -- -- 62,293,698 -- -- -- 2,721
AmSouth mutual funds... -- 43,875,304 -- 14,383,642 1,539,715 2,812,614 40,865
----------- ----------- ----------- ----------- ---------- ---------- --------
Total marketable
securities............. 31,253,842 43,875,304 62,293,698 14,383,642 1,539,715 2,812,614 99,273
----------- ----------- ----------- ----------- ---------- ---------- --------
$34,205,593 $43,958,000 $63,381,261 $14,403,008 $1,541,782 $2,816,703 $124,655
=========== =========== =========== =========== ========== ========== ========
Units at
December 31, 1997...... 3,001,988 1,165,541
Net asset value per
unit................... $ 11.39 $ 54.38
=========== ===========
</TABLE>
9
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Thrift Plan provides for participant directed investment programs in six
types of investment funds. The statement of net assets available for benefits
for these investment funds as of December 31, 1996 is as follows:
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------
LIMITED REGIONAL NON-
FIXED INCOME AMSOUTH BALANCED MATURITY EQUITY PARTICIPANT
FUND EQUITY FUND STOCK FUND FUND FUND FUND DIRECTED
------------ ----------- ----------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and interest
bearing deposits....... $ 1,499,073 $ 8 $ 570,442 $ 58 $ -- $ (61) $ 35,495
Interest and dividends
receivable............. 4,420 -- 283,499 -- -- -- 1,687
-- -- -- -- -- -- --
Marketable securities:
U.S. government
securities............ -- -- -- -- -- -- 57,303
Guaranteed investment
contracts............. 22,541,871 -- -- -- -- -- --
Value of interest in
pooled funds.......... 9,495,118 -- -- -- -- -- --
Corporate common
stock................. -- -- 32,638,419 -- -- -- 111,006
AmSouth mutual funds... -- 34,873,826 -- 13,458,348 136,265 1,372,679 53,157
----------- ----------- ----------- ----------- -------- ---------- --------
Total marketable
securities............. 32,036,989 34,873,826 32,638,419 13,458,348 136,265 1,372,679 221,466
----------- ----------- ----------- ----------- -------- ---------- --------
$33,540,482 $34,873,834 $33,492,360 $13,458,406 $136,265 $1,372,618 $258,648
=========== =========== =========== =========== ======== ========== ========
Units at
December 31, 1996...... 3,136,986 687,991
Net asset value per
unit................... $ 10.69 $ 48.68
=========== ===========
</TABLE>
<PAGE>
The Thrift Plan provides for participant directed investment programs in
various types of investment funds. The changes in net assets available for
benefits for these investment funds for the year ended December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------
LIMITED REGIONAL EQUITY NON-
FIXED INCOME AMSOUTH BALANCED MATURITY EQUITY INCOME PARTICIPANT
FUND EQUITY FUND STOCK FUND FUND FUND FUND FUND DIRECTED
------------ ----------- ----------- ----------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from
employers.......... $ 525 $ -- $ 6,033,423 $ -- $ -- $ -- $ 391 $ --
Contributions from
employees pre-tax.. 1,353,212 2,818,298 1,465,813 1,207,311 24,273 443,844 61,175 --
Contributions from
employees
after-tax.......... 523,918 236,453 272,263 167,238 1,231 49,464 8,259 --
Interest income..... 1,497,761 29 10,112 39 -- -- 14 6,620
Dividend income..... 59,103 -- 1,247,595 -- -- -- -- (952)
Net gain (loss) on
sale of
securities......... 167,224 1,222,088 230,339 335,406 (301) 97,596 5,554 61
Mutual fund income.. -- 2,822,041 -- 1,355,564 3,832 104,724 66,430 2,802
Unrealized
(depreciation)
appreciation in fair
value of investments. 386,368 7,132,705 23,240,180 872,721 43 321,755 (7,907) (79,603)
Deductions:
Payments to
participants....... -- -- (617,392) -- -- -- -- (11,851,046)
Other (expenses)/
income............. -- -- (317) -- -- -- -- 110
----------- ----------- ----------- ----------- -------- ---------- ---------- -----------
Net additions
(deductions)........ 3,988,111 14,231,614 31,882,016 3,938,279 29,078 1,017,383 133,916 (11,922,008)
Transfers (out) in... (3,323,000) (5,147,448) (1,993,115) (2,993,677) (165,343) 426,702 1,407,866 11,788,015
Net assets
available for
benefits at
beginning of year.. 33,540,482 34,873,834 33,492,360 13,458,406 136,265 1,372,618 -- 258,648
----------- ----------- ----------- ----------- -------- ---------- ---------- -----------
Net assets
available for
benefits at end
of year............ $34,205,593 $43,958,000 $63,381,261 $14,403,008 $ -- $2,816,703 $1,541,782 $ 124,655
=========== =========== =========== =========== ======== ========== ========== ===========
</TABLE>
10
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Thrift Plan provides for participant directed investment programs in six
types of investment funds. The changes in net assets available for benefits
for these investment funds for the year ended December 31, 1996 are as
follows:
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------
FIXED LIMITED REGIONAL NON-
INCOME AMSOUTH BALANCED MATURITY EQUITY PARTICIPANT
FUND EQUITY FUND STOCK FUND FUND FUND FUND DIRECTED
----------- ----------- ----------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from
employers............. $ 239,608 $ 201,206 $ 5,166,186 $ 99,522 $ -- $ -- $ --
Contributions from
employees pre-tax..... 1,214,971 2,690,847 1,714,228 1,211,193 12,785 119,979 --
Contributions from
employees after-tax... 696,864 304,060 162,345 181,407 20,529 21,077 --
Interest income........ 1,725,478 2,420 37 170 -- 1 6,688
Dividend income........ -- -- 1,035,721 -- -- -- 952
Net gain (loss) on sale
of securities......... 606,579 356,536 77,093 117,088 42 3,912 (343)
Mutual fund income..... -- 2,492,011 -- 1,032,765 4,871 33,800 3,169
Other income........... 62,748 -- -- -- -- -- --
Unrealized
(depreciation)
appreciation in fair
value of investments.. (250,471) 1,979,217 4,984,947 (2,283) (42) 47,553 75,451
Deductions:
Payments to
participants.......... -- (51,717) (216,384) (17,800) -- -- (9,910,493)
Other expenses......... -- -- (27,121) -- -- -- --
----------- ----------- ----------- ----------- -------- ---------- -----------
Net additions
(deductions)........... 4,295,777 7,974,580 12,897,052 2,622,062 38,185 226,322 (9,824,576)
Transfers (out) in...... (6,995,607) (1,915,806) (3,118,991) 869,418 98,080 1,146,296 9,916,610
Net assets available
for benefits at
beginning of year..... 36,240,312 28,815,060 23,714,299 9,966,926 -- -- 166,614
----------- ----------- ----------- ----------- -------- ---------- -----------
Net assets available
for benefits at end of
year.................. $33,540,482 $34,873,834 $33,492,360 $13,458,406 $136,265 $1,372,618 $ 258,648
=========== =========== =========== =========== ======== ========== ===========
</TABLE>
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Pooled funds:
AmSouth Equity Fund.............................. $43,875,304 $34,873,826
AmSouth Balanced Fund............................ 14,383,642 13,458,348
AmSouth Collective Investment Trust Stable
Principal Fund.................................. 10,748,710 9,495,118
AmSouth Bancorporation common stock................ 62,293,698 32,638,419
</TABLE>
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan provides for participant directed investment programs in
proprietary mutual funds of the Plan sponsor.
During the year ended December 31, 1997, the Thrift Plan purchased
$2,000,000 of the AmSouth-Stable Principal Fund and sold $1,300,000 of the
same fund.
During the year ended December 31, 1997, the Thrift Plan purchased
$7,446,917 of the AmSouth-Equity Fund and sold $6,794,930 of the same fund.
11
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
During the year ended December 31, 1997, the Thrift Plan purchased
$3,090,254 of the AmSouth-Balanced Fund and sold $3,368,074 of the same fund.
During the year ended December 31, 1997, the Thrift Plan purchased
$1,866,393 of the AmSouth-Regional Equity Fund and sold $845,809 of the same
fund.
During the year ended December 31, 1997, the Thrift Plan purchased
$1,742,786 of the AmSouth-Equity Income Fund and sold $200,684 of the same
fund.
During the year ended December 31, 1997, the Thrift Plan purchased $71,128 of
the AmSouth-Limited Maturity Fund and sold $207,135 of the same fund.
During the year ended December 31, 1997, the Thrift Plan purchased $2,802 of
the AmSouth-Bond Fund and sold $16,074 of the same fund.
During the year ended December 31, 1997, the Thrift Plan purchased
$16,608,580 of the AmSouth-Prime Obligation Fund and sold $15,760,086 of the
same fund.
During the year ended December 31, 1996, the Thrift Plan purchased
$7,104,312 of the AmSouth Stock Fund and sold $369,483 of the same. The Thrift
Plan also distributed shares with a carrying value of $579,902.
The employers pay for all legal, accounting and other services.
Rockhaven Asset Management, Inc. (Rockhaven) is the investment manager for the
AmSouth Equity Income Fund. Rockhaven is 50% owned by AmSouth Bank.
6. INCOME TAX STATUS
The Internal Revenue Service has ruled on June 5, 1996 the Thrift Plan
qualifies under Section 401(a) of the Internal Revenue code and, therefore,
the related trust is not subject to tax under present income tax laws. The
Plan has been amended since receiving the determination letter. The Plan
Administrator is not aware of any Plan amendment or course of action or series
of events that have occurred that might adversely affect the qualified status
of the Plan.
7. YEAR 2000 (UNAUDITED)
The plan sponsor, AmSouth Bancorporation (AmSouth), is in the process of
preparing its computer systems and applications for the Year 2000. This process
involves modifying or replacing certain hardware and software maintained by
AmSouth as well as communicating with external service providers to ensure that
they are taking appropriate action to remedy any Year 2000 issues. Integrated
systems testing began in May 1998 and is scheduled through the end of 1998.
Modifications for critical systems are expected to be completed not later than
December 31, 1998. Non-critical systems are expected to be Year 2000 compliant
either prior to or during 1999. However, there can be no guarantee that the
systems of other companies on which AmSouth's systems rely will be timely
converted and would not have an adverse impact on AmSouth's systems. While
AmSouth presently believes that its Year 2000 plans will mitigate the Year 2000
issue, if such modifications and conversions are not made, or are not completed
in a timely way, the Year 2000 issue could have an impact on AmSouth's
operations.
12
<PAGE>
SUPPLEMENTAL SCHEDULES
13
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF NUMBER OF COST CURRENT VALUE
LESSOR, OR SIMILAR PARTY INVESTMENTS SHARES/UNITS PER UNIT PER UNIT
---------------------------- -------------- -------------- ------------ -------------
<C> <S> <C> <C> <C>
Collective Investment
Trust Stable Principal
AmSouth Bank............ Fund* 828,752 $ 9,289,146 $ 10,748,710
Guaranteed Investment
Businessmen's Assurance Contract #1089 @ 5.71%
Assn. ................. due 5/3/98 1,471,082 1,471,082 1,471,082
Guaranteed Investment
Principal Mutual Life Contract #GA4-9237 @
Ins. Co. .............. 5.59% due 8/2/98 1,265,675 1,265,675 1,265,675
State Mutual Life Guaranteed Investment
Assurance Co. of Contract @ 7.00% due
America......... 4/19/99 1,801,143 1,801,143 1,801,143
Guaranteed Investment
Life Insurance Co. of Contract #GS2789 @ 7.07%
Virginia............... due 4/22/99 1,919,527 1,919,526 1,919,526
Guaranteed Investment
Commonwealth Life Contract #ADA00748FR @
Ins. .................. 6.70% due 3/20/98 1,488,609 1,488,609 1,488,609
Guaranteed Investment
John Hancock Mutual Life Contract #7915 @5.90%
Ins. Co. .............. due 12/28/98 1,501,178 1,501,178 1,501,178
Guaranteed Investment
Metropolitan Life Ins. Contract #20130 @ 6.42%
Co. ................... due 9/30/00 1,903,561 1,903,561 1,903,561
Guaranteed Investment
Hartford Life Ins. Contract #GA30005 @
Co. ................... 6.35% due 1/31/00 2,104,872 2,104,872 2,104,872
Guaranteed Investment
Transamerica Occidental Contract #51396 @ 6.31%
Life, Inc. ............ due 12/29/00 1,000,000 1,000,000 1,000,000
Guaranteed Investment
Ohio National Life Contract #GA 5851 @
Ins. Co. .............. 7.47% due 4/15/02 1,000,000 1,000,000 1,000,000
Guaranteed Investment
Ohio National Life Ins. Contract #GA 5850 @
Co. ................... 7.41% due 12/31/01 1,000,000 1,000,000 1,000,000
Guaranteed Investment
Safeco Life Insurance Contract #LP1060432 @
Co. ................... 6.28% due 10/01/02 1,000,000 1,000,000 1,000,000
Guaranteed Investment
New York Life Insurance Contract #30588 @ 6.36%
Co. ................... due 6/29/01 2,049,486 2,049,486 2,049,486
Guaranteed Investment
Businessmen's Contract #1269 @ 6.01%
Assurance Co........... due 7/15/99 1,000,000 1,000,000 1,000,000
U.S. Treasury Note...... @ 9.00% due 5/15/98 55,000 54,784 55,687
AmSouth Bank............ Equity Fund 1,947,417 34,887,650 43,875,304
AmSouth Bank............ Corporate Common Stock 1,147,062 18,513,526 62,296,419
AmSouth Bank............ Bond Fund 3,722 40,992 40,865
AmSouth Bank............ Equity Income Fund 134,944 1,547,622 1,539,715
AmSouth Bank............ Balanced Fund 996,097 12,835,506 14,383,642
AmSouth Bank............ Regional Equity Fund 98,240 2,443,306 2,812,614
Cash and Money Market
AmSouth Bank............ Fund 3,348,150 3,348,150 3,348,150
------------ ------------
Total investments....... $103,465,814 $159,606,238
============ ============
</TABLE>
- -------
* Indicates party-in-interest to the Plan.
14
<PAGE>
AMSOUTH BANCORPORATION THRIFT PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
CURRENT VALUE
NUMBER OF PURCHASE SELLING OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED TRANSACTIONS PRICE PRICE COST OF ASSETS TRANSACTION DATE OR (LOSS)
- -------------------------- ------------ ---------- ---------- -------------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
AmSouth Equity Fund..... 93 $ 7,446,917 $ -- $ -- $ 7,446,917 $ --
142 -- 6,794,930 5,572,842 6,794,930 1,222,088
AmSouth Balanced Fund... 80 3,090,254 -- -- 3,090,254 --
149 -- 3,368,074 3,032,668 3,368,074 335,406
AmSouth Prime Obligation
Fund................... 161 16,608,580 -- -- 16,608,580 --
197 -- 15,760,086 15,760,086 15,760,086 --
AmSouth Common Stock.... 11 7,104,312 -- -- 7,104,312 --
3 -- 369,482 139,143 369,482 230,339
</TABLE>
There were no category (ii) or (iv) transactions during the year ended December
31, 1997.
15
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEE HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
AmSouth Bancorporation Thrift Plan
AmSouth Bank, As Trustee
/s/ Katherine W. Davidson
Date: June 29, 1998 By: _________________________________
Katherine W. Davidson
Senior Vice President
16
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S>
23 Consent of Ernst & Young LLP
</TABLE>
17
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-37905 and Form S-8 No. 333-02099) pertaining to the AmSouth
Bancorporation Thrift Plan and in the related Prospectus of our report dated
June 25, 1998, with respect to the financial statements and schedules of the
AmSouth Bancorporation Thrift Plan included in the Annual Report (Form 11-K)
for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 29, 1998
