<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1998
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE AMSOUTH-SONAT TOWER 63-0591257
(I.R.S. EMPLOYER
1900 FIFTH AVENUE NORTH
(STATE OR OTHER JURISDICTION OF IDENTIFICATION NUMBER)
BIRMINGHAM, ALABAMA 35203
INCORPORATION OR ORGANIZATION)
(205) 320-7151
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
STEPHEN A. YODER, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AMSOUTH BANCORPORATION
AMSOUTH-HARBERT PLAZA, SUITE 920
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:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
--------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
(Calculation Table on following page)
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$1.00 per share),
Preferred Stock (no
par value per share),
Depositary Shares,
Debt Securities and
Warrants.............. (1)(2)(3)(4)(5) (1)(5) $500,000,000(5)(6) $147,500(5)(7)
</TABLE>
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(1) There are being registered hereunder such indeterminate number of shares
of Common Stock and Preferred Stock of the Registrant, such indeterminate
principal amount of Debt Securities, and such indeterminate number of
Depositary Shares and Warrants to purchase Preferred Stock, Common Stock or
Debt Securities of the Registrant as shall have an aggregate initial
offering price not to exceed $500,000,000. If any Debt Securities are issued
at an original issue discount, then the securities registered shall include
such additional Debt Securities as may be necessary such that the aggregate
initial public offering price of all securities issued pursuant to this
Registration Statement will equal $500,000,000. Any securities registered
hereunder may be sold separately or as units with other securities
registered hereunder. The proposed maximum initial offering price per unit
will be determined, from time to time, by the Registrant in connection with
the issuance by the Registrant of the securities registered hereunder.
(2) There are also being registered hereunder such indeterminate number of
shares of Common Stock and Preferred Stock of the Registrant as shall be
issuable upon conversion of convertible Debt Securities or of shares of
convertible Preferred Stock registered hereby.
(3) Each share of Common Stock is accompanied by a right to purchase Series A
Preferred Stock of the Registrant (the "Rights"). Prior to the occurrence of
certain events, none of which have occurred as of the date hereof, the
Rights will not be exercisable or evidenced separately from the Common
Stock.
(4) If the Registrant elects to offer to the public fractional interests in
shares of the Preferred Stock registered hereunder, Depositary Receipts will
be distributed to those persons purchasing such fractional interests, and
the shares of Preferred Stock will be issued to the Depositary under the
Deposit Agreement.
(5) Not specified with respect to each class of securities to be registered
pursuant to General Instruction II.D. of Form S-3 under the Securities Act
of 1933, as amended (the "Securities Act").
(6) Estimated solely for the purpose of calculating the registration fee.
(7) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION; ISSUE DATE JANUARY 14, 1998
PROSPECTUS
$500,000,000
AMSOUTH BANCORPORATION
COMMON STOCK, PREFERRED STOCK, DEPOSITARY SHARES,
DEBT SECURITIES AND WARRANTS
-----------
AmSouth Bancorporation ("AmSouth") may offer from time to time (i) common
stock, par value $1.00 per share ("Common Stock"), (ii) one or more series of
preferred stock, without par value ("Preferred Stock"), interests in which may
be represented by depository shares ("Depositary Shares"), (iii) one or more
series of debt securities ("Debt Securities"), consisting of debentures, notes
and/or other unsecured evidences of indebtedness, which may be unsubordinated
("Senior Debt Securities") or subordinated ("Subordinated Debt Securities") to
certain other obligations of AmSouth, and (iv) warrants to purchase Debt
Securities, Preferred Stock or Common Stock ("Warrants", and together with the
Common Stock, Preferred Stock, Depositary Shares and Debt Securities,
"Securities"), at an aggregate initial offering price not to exceed
$500,000,000 (or the equivalent thereof (based on the applicable exchange rate
at the time of offering) in any other currency or currency unit designated by
AmSouth at the time of offering), at prices and on terms to be determined at
the time of sale. Securities may be offered, separately or together, in
separate series, in amounts, at prices and on terms to be set forth in the
applicable supplement or supplements to this Prospectus (each a "Prospectus
Supplement").
The applicable Prospectus Supplement will set forth with regard to the
particular Securities in respect of which this Prospectus is being delivered,
the initial public offering price and the terms of the offering thereof, and
(i) in the case of Common Stock, the number of shares; (ii) in the case of
Preferred Stock, the serial designation and the number of shares, any dividend,
liquidation, redemption, conversion, voting or other rights of such Preferred
Stock and whether interests in such Preferred Stock will be evidenced by
Depositary Shares and, if so, the identity of the Depositary (as defined
herein); (iii) in the case of Debt Securities, the title, aggregate principal
amount, denominations, currency or currency unit in which payments are to be
made, maturity, rate of interest, if any (which may be fixed or variable), or
method of calculation thereof, time of payment of any interest, terms for
redemption at the option of AmSouth or the holder, if any, terms for sinking
fund payments, if any, subordination terms, if any, conversion or exchange
rights, if any, and any other terms and conditions of such Debt Securities; and
(iv) in the case of Warrants, the duration, offering price, exercise price and
detachability of such Warrants, and any other terms and conditions of such
Warrants, as well as a description of the Debt Securities, Preferred Stock or
Common Stock issuable upon such exercise. Securities may be issued in
definitive or permanent global form.
The Common Stock is listed on the New York Stock Exchange, Inc. under the
symbol "ASO". The applicable Prospectus Supplement will contain information,
where applicable, as to any other listing on a securities exchange of the
Securities covered by such Prospectus Supplement.
AmSouth may sell Securities to or through underwriters acting as principals
for their own account or as agents, and also may sell such Securities directly
to other purchasers or through agents designated from time to time. The
applicable Prospectus Supplement will set forth the initial public offering
price, the names of any underwriters or agents, the numbers or principal
amounts, if any, to be purchased by underwriters, the compensation of such
underwriters and agents, if any, and the net proceeds to AmSouth. If AmSouth,
directly or through agents, solicits offers to purchase the Securities, AmSouth
reserves the sole right to accept and, together with its agents, to reject in
whole or in part any proposed purchase of Securities. See "PLAN OF
DISTRIBUTION".
All Debt Securities will be unsecured obligations of AmSouth. Senior Debt
Securities, when issued, will rank on a parity with all other unsecured and
unsubordinated indebtedness of AmSouth. Subordinated Debt Securities, when
issued, will be subordinated as described herein under "DESCRIPTION OF DEBT
SECURITIES--Subordination of Subordinated Debt Securities". Payment of the
principal of Subordinated Debt Securities may be accelerated only in the case
of certain events involving the bankruptcy, insolvency or reorganization of
AmSouth; there will be no right of acceleration of payment of Subordinated Debt
Securities in the case of a default in the performance of any covenant of
AmSouth, including the payment of principal or interest. See "DESCRIPTION OF
DEBT SECURITIES--Defaults". The respective indentures pursuant to which Senior
Debt Securities and Subordinated Debt Securities are to be issued will not
contain any limitation on the aggregate principal amount of the debt securities
issued thereunder.
NONE OF THE SECURITIES OFFERED HEREBY WILL BE SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF AMSOUTH AND NONE OF THE
SECURITIES OFFERED HEREBY WILL BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
-----------
This Prospectus may not be used to consummate the sale of any Securities
unless accompanied by a Prospectus Supplement.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE
APPLICABLE PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
TO WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF AMSOUTH SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
AVAILABLE INFORMATION
AmSouth is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information filed by AmSouth can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices
in New York (Seven World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, such as AmSouth, that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov.
Because AmSouth's Common Stock is listed on the New York Stock Exchange, Inc.
(the "NYSE"), such reports, proxy and information statements and other
information can also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 of which this Prospectus is a part
(together with all amendments and exhibits thereto, the "Registration
Statement") which AmSouth has filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), certain portions of which have
been omitted pursuant to the rules and regulations of the Commission.
Reference to the Registration Statement is hereby made for further
information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by AmSouth with the Commission (File No. 1-
7476) are hereby incorporated by reference:
(a) AmSouth's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, filed pursuant to Section 13(a) of the Exchange Act, except
that the information referred to in Item 402(a)(8) of Regulation S-K of
the Commission shall not be deemed incorporated by reference herein;
(b) AmSouth's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, June 30 and September 30, 1997, filed pursuant to
Section 13(a) of the Exchange Act;
(c) AmSouth's Current Reports on Form 8-K dated March 27 and December 18,
1997, filed pursuant to Section 13(a) of the Exchange Act;
(d) The description of the Common Stock set forth in the Registration
Statement on Form 10 filed on March 12, 1973, pursuant to Section 12 of
the Exchange Act, and any amendment to that description so filed with
the Commission; and
(e) The description of the rights to purchase Series A Preferred Stock (as
defined herein) issued pursuant to the Rights Agreement (as defined
herein) set forth in the Registration Statement on Form 8-A filed on
July 10, 1989, pursuant to Section 12 of the Exchange Act, and any
amendment to that description so filed with the Commission.
2
<PAGE>
All documents filed by AmSouth pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the termination
of the offering of the Securities shall be deemed to be incorporated by
reference into this Prospectus from the date of filing of such documents,
except that the information in any such document referred to in Item 402(a)(8)
of Regulation S-K shall not be deemed incorporated by reference herein. In
addition, all documents filed by AmSouth pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the initial Registration
Statement and prior to effectiveness of the Registration Statement shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents, except that the information in any such document
referred to in Item 402(a)(8) of Regulation S-K shall not be deemed
incorporated by reference herein.
Any statement contained herein, in any Prospectus Supplement or in a
document incorporated or deemed incorporated by reference herein or therein
shall be deemed modified or superseded for purposes of the Registration
Statement, this Prospectus and such Prospectus Supplement to the extent that a
statement contained herein, in any Prospectus Supplement, or in any
subsequently filed document that also is or is deemed incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement, this
Prospectus or any Prospectus Supplement.
AMSOUTH WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, EXCEPT
FOR ANY EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN. WRITTEN REQUESTS SHOULD BE SENT TO: AMSOUTH BANCORPORATION,
POST OFFICE BOX 11007, BIRMINGHAM, ALABAMA 35288, ATTENTION: INVESTOR
RELATIONS DEPARTMENT. TELEPHONE REQUESTS MAY BE DIRECTED TO (205) 326-4831.
3
<PAGE>
AMSOUTH
GENERAL
AmSouth is a regional bank holding company headquartered in Birmingham,
Alabama, with banking operations located in Alabama, Florida, Tennessee and
Georgia. At September 30, 1997, AmSouth had total consolidated assets of
approximately $18.1 billion and total consolidated shareholders' equity of
approximately $1.4 billion. Through its subsidiaries, AmSouth offers a broad
range of banking and bank-related services.
At the close of business on June 25, 1997, AmSouth Bank of Alabama, AmSouth
Bank of Florida, AmSouth Bank of Tennessee and AmSouth Bank of Georgia merged
into a single banking association named AmSouth Bank. AmSouth Bank (the
"Bank") is a banking association organized under the laws of the State of
Alabama, with its principal office in Birmingham, Alabama, and is a wholly
owned subsidiary of AmSouth. The Bank had, as of September 30, 1997, total
consolidated assets of $18.0 billion, total consolidated deposits of $12.6
billion and total consolidated equity capital of $1.7 billion. As of September
30, 1997, the assets of the Bank constituted virtually all of the assets of
AmSouth.
The Bank offers a complete range of consumer and commercial banking and
trust services to businesses and individuals through 276 banking offices
located in Alabama, Florida, Tennessee and Georgia. The Consumer Banking Group
of the Bank provides a wide variety of transaction, credit and financial
services to meet the needs of its retail customer base. The Bank's Commercial
Banking Group offers a variety of products and services, including commercial
lending, international banking and cash management sales and operations. The
Bank operates a network of over 600 automated teller machines that are linked
with shared automated tellers in all 50 states. The Capital Management Group
of the Bank offers a complete array of trust services, including estate and
trust planning, investment management for individuals and corporations, land
and natural resources management, employee benefit administration and
management and administration, as corporate trustee, of debt issues and
provision of transfer agent services for corporations.
The Bank's subsidiaries include AmSouth Leasing Corporation, a specialized
lender providing equipment leasing, and AmSouth Investment Services, Inc., a
registered broker-dealer that provides securities brokerage services. The Bank
also has an equity investment in an investment management firm called
Rockhaven Asset Management, LLC.
AmSouth continually evaluates business combination and acquisition
opportunities and sometimes conducts due diligence activities in connection
with them. As a result, business combination and acquisition discussions and,
in some cases, negotiations may take place, and transactions involving cash,
debt or equity securities may be expected. Any future business combination or
series of business combinations that AmSouth might undertake may be material,
in terms of assets acquired or liabilities assumed, to AmSouth's financial
condition. Recent business combinations in the banking industry have typically
involved the payment of a premium over book and market values. This practice
may result in dilution of book value and net income per share for the
acquirers.
AmSouth is a legal entity separate and distinct from its subsidiaries. There
are various legal limitations governing the extent to which AmSouth's banking
subsidiaries may extend credit, pay dividends or otherwise supply funds to, or
engage in transactions with, AmSouth or certain of its other subsidiaries. The
rights of AmSouth to participate in any distribution of assets of any
subsidiary upon its dissolution, winding-up, liquidation or reorganization or
otherwise (and thus the ability of the holders of Securities to benefit
indirectly from such distribution) would be subject to the prior claims of
creditors of that subsidiary, except to the extent that AmSouth may itself be
a creditor of that subsidiary and its claims are recognized. Claims on the
Bank by creditors other than AmSouth include substantial obligations with
respect to deposit liabilities and federal funds purchased, securities sold
under repurchase agreements, other short-term borrowing, and various other
financial obligations.
AmSouth was incorporated under the laws of the State of Delaware in 1970.
Its principal executive office is located at AmSouth-Sonat Tower, 1900 Fifth
Avenue North, Birmingham, Alabama 35203. Its telephone number is (205) 320-
7151.
4
<PAGE>
CONSOLIDATED EARNINGS RATIOS
The following table sets forth certain information regarding AmSouth's
consolidated ratios of earnings to fixed charges and earnings to combined
fixed charges and preferred dividends.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
NINE MONTHS ENDED
SEPTEMBER 30, 1997 1996 1995 1994 1993 1992
----------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED RATIOS OF
EARNINGS TO FIXED CHARGES
Excluding interest on de-
posits................... 2.48x 2.41x 2.93x 2.52x 4.09x 3.91x
Including interest on de-
posits................... 1.48 1.40 1.40 1.39 1.62 1.47
CONSOLIDATED RATIOS OF
EARNINGS TO COMBINED
FIXED CHARGES AND
PREFERRED DIVIDENDS
Excluding interest on de-
posits................... 2.48x 2.41x 2.93x 2.52x 4.09x 3.91x
Including interest on de-
posits................... 1.48 1.40 1.40 1.39 1.62 1.47
</TABLE>
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
expense (other than interest on deposits), one-third (the proportion deemed
representative of the interest factor) of rent expense and all amortization of
debt issuance costs. Fixed charges, including interest on deposits, represent
all interest expense, one-third (the proportion deemed representative of the
interest factor) of rent expense and all amortization of debt issuance costs.
For purposes of calculating the consolidated ratios of earnings to combined
fixed charges and preferred dividends, fixed charges would then be combined
with preferred stock dividend requirements, adjusted to a pretax basis, on
outstanding preferred stock of AmSouth. However, no preferred stock of AmSouth
is outstanding as of the date of this Prospectus.
USE OF PROCEEDS
AmSouth currently intends to use the net proceeds from the sale of any
Securities for general corporate purposes, which may include the reduction of
short-term indebtedness, the repurchase of Common Stock and other equity
securities, investments at the holding company level, investments in, or
extensions of credit to, AmSouth's banking and other subsidiaries and other
banks and companies engaged in other financial service activities, possible
acquisitions and such other purposes as may be stated in the applicable
Prospectus Supplement. Pending such use, the net proceeds may be temporarily
invested. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of AmSouth and its subsidiaries at the
time of issuance and the availability of other funds. Except as may be
described in the applicable Prospectus Supplement, specific allocations of the
proceeds to such purposes will not have been made at the date of such
Prospectus Supplement.
Based upon the financial needs of AmSouth and its subsidiaries, AmSouth may
also engage in other financings of a character and amount to be determined as
the need arises.
5
<PAGE>
CERTAIN REGULATORY CONSIDERATIONS
As a bank holding company, AmSouth is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), and to the BHCA's examination and reporting
requirements. Similarly, the Bank is subject to regulation and supervision by
applicable federal and state banking agencies, primarily the Federal Reserve
Board, the Federal Deposit Insurance Corporation (the "FDIC") and the Banking
Department of the State of Alabama, which chartered the Bank. For a discussion
of certain of the material elements of the regulatory framework applicable to
bank holding companies and their subsidiaries and certain specific information
relevant to AmSouth and its subsidiaries, reference is made to AmSouth's
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are
incorporated by reference into this Prospectus. This regulatory framework is
intended primarily for the protection of depositors and the federal deposit
insurance funds and not for the protection of holders of AmSouth's securities.
AmSouth's earnings are also affected by general economic conditions,
management policies and the legislative and governmental actions of various
regulatory authorities, including the Federal Reserve Board, the FDIC and the
Banking Department of the State of Alabama. In addition, there are numerous
governmental requirements and regulations that affect AmSouth's activities. A
change in applicable statutes, regulations or regulatory policy may have a
material effect on AmSouth's business.
DESCRIPTION OF AMSOUTH'S CAPITAL SECURITIES
The following summary of certain provisions of AmSouth's Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
AmSouth's By-laws (the "By-laws") and the Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to such instruments,
each of which is an exhibit to the Registration Statement of which this
Prospectus is a part.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of AmSouth currently consists of 2,000,000
shares of Preferred Stock, without par value, and 200,000,000 shares of Common
Stock, par value $1.00 per share. Each share of Common Stock has attached to
it one right (a "Right") issued pursuant to a Stockholder Protection Rights
Agreement, dated as of June 15, 1989 (as amended from time to time, the
"Rights Agreement"), between AmSouth and the Bank, as Rights Agent. Each Right
entitles the holder of a share of AmSouth's Common Stock to acquire one one-
hundredth of a share of Series A Preferred Stock of AmSouth, as described
under "--Rights Agreement" below.
As of September 30, 1997, approximately 90,021,000 shares of Common Stock
were issued and 80,706,000 shares were outstanding, and approximately
6,964,000 shares of Common Stock were reserved for issuance under various
benefit plans and AmSouth's dividend reinvestment plan. No Preferred Stock was
outstanding as of such date.
The Common Stock and the Preferred Stock are more fully described under
"DESCRIPTION OF COMMON STOCK" and "DESCRIPTION OF PREFERRED STOCK" below.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS
Written Consent. As permitted by Delaware law, the Certificate of
Incorporation prohibits the stockholders from taking any action that either is
required to be taken or may be taken at an annual or special meeting without
such a meeting, whether by written consent or otherwise. This provision of the
Certificate of Incorporation may not be amended, altered or repealed (and
AmSouth's By-laws may not be amended in any manner inconsistent with such
provision) without the affirmative vote of the holders of 67% of the
outstanding voting stock.
Business Combinations. The Certificate of Incorporation provides that any
Business Combination (as defined below) involving AmSouth and a person that
beneficially owns more than 10% of the Common Stock (an "Interested
Stockholder") must be approved by (i) the holders of not less than 80% of the
outstanding shares
6
<PAGE>
of AmSouth's voting stock and (ii) the holders of not less than 67% of such
voting stock held by stockholders other than the Interested Stockholder. These
special voting requirements do not apply, however, if either (i) a majority of
the Continuing Directors (as defined in the Certificate of Incorporation) of
AmSouth has approved the Business Combination or the Interested Stockholder's
becoming an Interested Stockholder or (ii) the terms of a proposed Business
Combination satisfy certain minimum price and other standards stated in the
Certificate of Incorporation. For purposes of these provisions, a "Business
Combination" is defined to include (i) any merger or consolidation of AmSouth
with or into an Interested Stockholder, (ii) the sale by AmSouth of a
Substantial Part (as defined in the Certificate of Incorporation) of its
assets to an Interested Stockholder, (iii) any merger or consolidation of an
Interested Stockholder into AmSouth, (iv) the acquisition by AmSouth of a
Substantial Part of the assets of an Interested Stockholder, (v) the issuance
by AmSouth of any of its securities to an Interested Stockholder and (vi) any
recapitalization that would increase the voting power of an Interested
Stockholder. The Business Combination provision of the Certificate of
Incorporation may not be amended, altered or repealed except by the same
supermajority vote required to approve a Business Combination.
Classified Board. The Certificate of Incorporation provides for a Board of
Directors divided into three classes of directors with each class elected for
a three-year term and only one class standing for election each year. The
provisions of the Certificate of Incorporation relating to the structure of
the Board of Directors may not be amended, altered or repealed without the
affirmative vote of 80% of the outstanding voting stock of AmSouth.
Effect of Provisions on Board Composition or Certain Transactions. The
provisions of the Certificate of Incorporation and the By-laws described
above, as well as the Rights and the Rights Agreement, may have a significant
effect on the ability of the stockholders of AmSouth to change the composition
of an incumbent Board of Directors or to benefit from certain transactions
that are opposed by the Board of Directors.
RIGHTS AGREEMENT
Current Rights. Each share of Common Stock currently has attached to it one
Right issued pursuant to the Rights Agreement. However, the Board of Directors
of AmSouth has elected to redeem the Rights and to declare a dividend of one
New Right (as described under "--New Rights" below) for each share of Common
Stock. The redemption of the Rights will be effective at the time the dividend
of the New Rights is paid (which is scheduled to be the close of business on
March 13, 1998).
Each Right entitles its registered holder to purchase one one-hundredth of a
share of Series A Preferred Stock, without par value (the "Series A Preferred
Stock"), for an exercise price, initially set at $115.00, subject to
adjustment (the "Exercise Price"), after the close of business on the earlier
of (i) the tenth day after commencement of a tender or exchange offer that, if
consummated, would result in a person's (together with its affiliates and
associates) becoming the beneficial owner of 15% or more of the outstanding
shares of Common Stock (an "Acquiring Person") and (ii) the tenth day after
the first date (the "Flip-in Date") of public announcement by the Company that
a person has become an Acquiring Person. The time described in the foregoing
sentence is referred to as the "Separation Time". After giving effect to
adjustments prior to the date hereof, the Exercise Price is $51.11.
The Rights will not be exercisable until the business day following the
Separation Time. The Rights outstanding under the Rights Agreement are
currently scheduled to expire on the earlier of (i) an exchange by AmSouth, as
described below, (ii) the close of business on June 15, 1999 and (iii) the
date on which the Rights are redeemed as described below (the "Expiration
Time"). The Board of Directors of AmSouth may, at its option, at any time
prior to the Flip-in Date, redeem all the Rights at a price that was initially
set at $0.01 per Right and that, after giving effect to adjustments prior to
the date hereof, is now $0.0044 per Right.
If a Flip-in Date occurs, each Right will constitute the right to purchase
from AmSouth shares of Common Stock or, at the option of the Board of
Directors, shares of Series A Preferred Stock (at a ratio of one one-hundredth
of a share of Series A Preferred Stock to each share of Common Stock so
issuable) having an
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aggregate market price equal to twice the Exercise Price for an amount in cash
equal to the then-current Exercise Price. In addition, the Board of Directors
of AmSouth may, at its option, at any time after a Flip-in Date and before an
Acquiring Person becomes the beneficial owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all the then outstanding
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock or one one-hundredth of a share of Series A Preferred Stock, as the case
may be, per Right. However, upon the occurrence of a Flip-in Date, all Rights
beneficially owned by the Acquiring Person or any affiliate or associate
thereof, or by any transferees of any of the foregoing, will become void (and
will not be exercisable or subject to exchange as described above).
Until the Expiration Time, AmSouth may not consolidate or merge, or engage
in certain other transactions, with an Acquiring Person unless AmSouth enters
into a supplemental agreement with the Acquiring Person providing that, upon
the consummation or occurrence of such transaction, (i) each Right will
constitute the right to purchase the qualifying capital stock of the Acquiring
Person (or its parent, if the Acquiring Person is a subsidiary of another
person) having an aggregate market price equal to twice the then-current
Exercise Price for an amount in cash equal to the then-current Exercise Price,
and (ii) the Acquiring Person will be liable for all of the obligations of
AmSouth under the Rights Agreement. To constitute qualifying capital stock for
this purpose, the securities issuable by the Acquiring Person or its parent
upon exercise of the Rights must constitute the capital stock (or similar
equity interests) of the Acquiring Person (or its parent) with the greatest
voting power in respect of the election of directors (or similar persons) of
the Acquiring Person (or its parent).
The terms of the Rights Agreement and the Rights outstanding thereunder
remain subject to the right of the AmSouth Board of Directors to amend the
Rights Agreement in accordance with its terms.
New Rights. On December 18, 1997, the Board of Directors of AmSouth
determined to extend and update its stockholder protection rights plan,
effective at the close of business on March 13, 1998 (the "Rights Record
Time"). To accomplish the extension and update, AmSouth's Board of Directors:
(i) declared a dividend, payable at the Rights Record Time, of one right
(each, a "New Right") for each outstanding share of Common Stock held of
record at the Rights Record Time; (ii) authorized the issuance of one New
Right for each share of Common Stock issued after the Rights Record Time and
prior to the Separation Time or issued after the Separation Time pursuant to
options and convertible securities outstanding at the Separation Time; and
(iii) elected to redeem all Rights for the redemption price provided in the
Rights Agreement (currently $0.0044 per Right) effective at the time the
dividend of New Rights is paid. Holders of record at such time will be paid
the redemption price on April 1, 1998 (provided that the Rights are in fact
redeemed before that date).
The New Rights will be issued pursuant to a Stockholder Protection Rights
Agreement, dated as of December 18, 1997 (the "New Rights Agreement), between
AmSouth and AmSouth Bank, as Rights Agent. The terms of the New Rights and the
New Rights Agreement are substantially similar to the terms of the Rights and
the Rights Agreement described under "--Current Rights" above, except: (i) the
Exercise Price of the New Rights has been initially set at $200.00, subject to
adjustment; (ii) the New Rights are currently scheduled to expire on the
earlier of (a) an exchange by AmSouth, (b) the close of business on March 13,
2008, (c) the date upon which the Rights are redeemed and (d) immediately
prior to certain business combination transactions entered into by AmSouth
before the date of public announcement by the Company that a person has become
an Acquiring Person; and (iii) under the New Rights Agreement, until the
expiration of the New Rights, AmSouth may not consolidate, merge, or engage in
certain other transactions, if (at the time thereof or at the time AmSouth
agrees to enter into such transaction) an Acquiring Person controls the Board
of Directors of AmSouth, unless AmSouth enters into a supplemental agreement
similar to that described with respect to the Rights above.
Effect of the Rights. Neither the Rights nor the New Rights will prevent a
takeover of AmSouth. The Rights and the New Rights may, however, have certain
anti-takeover effects. The Rights or the New Rights, as the case may be, may
cause substantial dilution to a person or group that acquires 15% or more of
the outstanding Common Stock unless they are first redeemed by the Board of
Directors of AmSouth.
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DESCRIPTION OF COMMON STOCK
The following summary description of the Common Stock, the Rights and the
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Certificate of Incorporation, the By-laws and the
Rights Agreement, which are exhibits to the Registration Statement of which
this Prospectus is a part.
THE COMMON STOCK
The holders of Common Stock are entitled to receive, ratably, such dividends
as may be declared by AmSouth's Board of Directors from funds legally
available therefor, except that if any shares of Preferred Stock are
outstanding at the time, the payment of dividends or other distributions on
Common Stock (including purchases of Common Stock) may be subject to the
declaration and payment of full cumulative dividends, and the absence of
arrearages in any mandatory sinking fund, on such outstanding shares of
Preferred Stock. Under Delaware law, AmSouth may pay dividends out of surplus
or, if no such surplus exists, net profits for the fiscal year in which the
dividends are declared and/or for the preceding fiscal year. AmSouth's Board
of Directors currently intends to maintain its present policy of paying
regular quarterly cash dividends on outstanding shares of Common Stock;
however, the declaration and amount of future dividends will depend on
circumstances existing at the time, including AmSouth's earnings, financial
condition and capital requirements. See "CERTAIN REGULATORY CONSIDERATIONS"
above.
The holders of outstanding shares of Common Stock are entitled to cast one
vote for each share on all matters presented to stockholders, including
elections of directors. There is no cumulative voting in the election of
directors, which means that the affirmative vote of the holders of a plurality
of the shares of Common Stock present at a meeting where a quorum exists will
be sufficient to elect all of the directors then standing for election. The
Certificate of Incorporation contains certain provisions that may be amended
only by a vote of more than a majority of the shares of Common Stock, that may
have the effect of delaying, deferring or preventing a change in control of
AmSouth and that would operate only with respect to an extraordinary corporate
transaction involving AmSouth or one of its subsidiaries, as described under
"DESCRIPTION OF AMSOUTH'S CAPITAL SECURITIES--Certain Provisions of the
Certificate of Incorporation and By-laws" and "DESCRIPTION OF AMSOUTH'S
CAPITAL SECURITIES--Rights Agreement" above.
The holders of Common Stock do not have any conversion, redemption or
preemptive rights to subscribe to any securities of AmSouth. Upon any
dissolution, liquidation or winding up of AmSouth resulting in a distribution
of assets to the stockholders, the holders of shares of Common Stock are
entitled to receive such assets ratably according to their respective number
of shares after payment of all liabilities and obligations of AmSouth and
satisfaction of the liquidation preferences of any shares of Preferred Stock
at the time outstanding.
All shares of Common Stock will have equal dividend, distribution,
liquidation and other rights, and will have no preference, appraisal or
exchange rights. All outstanding shares of Common Stock are, and upon issuance
the shares offered hereby will be, fully paid and non-assessable.
The Bank and the Registrar and Transfer Company, Cranford, New Jersey are
the transfer agents and registrars for the Common Stock. AmSouth's Common
Stock is listed on the NYSE under the symbol "ASO".
THE RIGHTS
Each share of Common Stock is accompanied by one Right, as described under
"DESCRIPTION OF AMSOUTH'S CAPITAL SECURITIES--Rights Agreement" above.
DESCRIPTION OF PREFERRED STOCK
The following summary description of the Preferred Stock does not purport to
be complete and is qualified in its entirety by reference to the Certificate
of Incorporation and, with respect to each series of Preferred Stock, the
certificate of designations relating to such series (each, a "Certificate of
Designations"), which will be incorporated by reference in the Registration
Statement of which this Prospectus is a part at or prior to the time of
issuance of shares of such series.
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Furthermore, the following summary description of the Preferred Stock
relates to certain terms and conditions applicable to the Preferred Stock as a
class. The particular terms of any series of Preferred Stock will be described
in the applicable Prospectus Supplement. If so indicated in such Prospectus
Supplement, the terms of any such series may differ from the terms set forth
below.
GENERAL
Under the Certificate of Incorporation, the Preferred Stock may be issued
from time to time in one or more series, without stockholder approval, when
authorized by the Board of Directors. Subject to limitations prescribed by
law, the Board of Directors is authorized to determine the voting powers (if
any), designation, preferences and relative, participating, optional or other
rights, if any, and the qualifications, limitations or restrictions thereof,
if any, including specifically, but not limited to, the dividend rights,
conversion rights, redemption rights and liquidation preferences, if any, of
any then unissued series of Preferred Stock (or the entire class of Preferred
Stock, if none of such shares have been issued), the number of shares
constituting any such series and the terms and conditions of the issuance
thereof. Thus, the Board of Directors (or a committee thereof), without
stockholder approval, could authorize the issuance of Preferred Stock with
voting, conversion and other rights that could adversely affect the voting
power and other rights of holders of Common Stock or other outstanding series
of Preferred Stock.
Each Series of Preferred Stock will have the dividend, liquidation,
redemption and voting rights described below unless otherwise described in the
applicable Prospectus Supplement. The applicable Prospectus Supplement will
describe the following terms of the series of Preferred Stock in respect of
which this Prospectus is being delivered: (1) the title of such series of
Preferred Stock and the number of shares offered; (2) the amount of the
liquidation preference per share (or the method of calculation of such
amount); (3) the initial public offering price at which such Preferred Stock
will be issued; (4) the dividend rate (or the method of calculation of such
rate) applicable to such series, the dates on which dividends, if any, will be
payable, whether such dividends are cumulative or non-cumulative, and the
dates from which dividends will commence to cumulate, if any; (5) any
redemption or sinking fund provisions; (6) any conversion or exchange rights;
(7) any additional voting, dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, qualifications, limitations and
restrictions; (8) any listing of such series of Preferred Stock on any
securities exchange; (9) the relative ranking and preferences of such series
of Preferred Stock as to dividend rights and rights upon any liquidation,
dissolution or winding up of the affairs of AmSouth; and (10) any other
material terms of such series of Preferred Stock.
No shares of Preferred Stock are currently outstanding. Shares of Preferred
Stock, upon issuance against full payment of the purchase price therefor, will
be fully paid and nonassessable. Neither the par value nor the liquidation
preference of any series of Preferred Stock is indicative of the price at
which shares of such series of Preferred Stock will actually trade on or after
the date of issuance.
RANK
Each series of Preferred Stock will, with respect to dividend rights and
rights upon liquidation, dissolution or winding up of AmSouth, rank prior to
AmSouth's Common Stock and to all other classes and series of equity
securities of AmSouth now or hereafter authorized, issued or outstanding (the
Common Stock and such other classes and series of equity securities,
collectively, being referred to herein as "Junior Stock"), other than any
classes or series of equity securities of AmSouth that by their terms
specifically provide for a ranking on a parity with ("Parity Stock") or senior
to ("Senior Stock") such series of Preferred Stock as to dividend rights or
rights upon liquidation, dissolution or winding up of AmSouth. All series of
Preferred Stock will be junior to the Debt Securities and all other
indebtedness of AmSouth. Each series of Preferred Stock will be subject to the
creation of Senior Stock, Parity Stock and Junior Stock to the extent not
expressly prohibited by the Certificate of Incorporation (including the
applicable Certificate of Designations). Unless otherwise specified in the
applicable Prospectus Supplement, each series of Preferred Stock will rank on
a parity with each other series of Preferred Stock.
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DIVIDENDS
Holders of each series of Preferred Stock will be entitled to receive, when,
as and if declared by the Board of Directors out of funds of AmSouth legally
available for payment, cash dividends, payable at such date or dates and at
such rate or rates per share as described in the applicable Prospectus
Supplement. Such rate or rates may be fixed or variable. Each declared
dividend will be payable to holders of record as they appear at the close of
business on the stock books of AmSouth on such record dates, not more than 60
calendar days preceding the payment date therefor, as determined by the Board
of Directors (each of such dates, a "Record Date").
Such dividends may be cumulative or noncumulative, as described in the
applicable Prospectus Supplement. If dividends on a series of Preferred Stock
are noncumulative and if the Board of Directors fails to declare a dividend in
respect of a dividend period with respect to such series, then holders of such
Preferred Stock will have no right to receive a dividend in respect of such
dividend period, and AmSouth will have no obligation to pay the dividend for
such period, whether or not dividends are declared with respect to any future
dividend payment dates. If dividends on a series of Preferred Stock are
cumulative, the dividends on such shares will accumulate from and after the
date set forth in the applicable Prospectus Supplement.
No dividends may be declared or paid or set apart for payment on preferred
stock of AmSouth of any series ranking, as to dividends, on a parity with or
junior to the series of Preferred Stock offered by the applicable Prospectus
Supplement for any period unless full dividends for the immediately preceding
dividend period on such series of Preferred Stock (including any accumulation
in respect of unpaid dividends for prior dividend periods, if dividends on
such Preferred Stock are cumulative) have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for such payment. When dividends are not so paid in full (or a sum
sufficient for such full payment is not so set apart) upon such series of
Preferred Stock and any other series of preferred stock of AmSouth ranking on
a parity, as to dividend rights, with the Preferred Stock of such series,
dividends upon such series of Preferred Stock and dividends on such other
series of preferred stock ranking on a parity with such series of Preferred
Stock will be declared pro rata so that the amount of dividends declared per
share on such series of Preferred Stock and such other series of preferred
stock ranking on a parity with such series of Preferred Stock will in all
cases bear to each other the same ratio that accrued dividends for the then-
current dividend period per share on such series of Preferred Stock (including
any accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on such series of Preferred Stock are cumulative) and accumulated
dividends, including required or permitted accumulations, if any, on shares of
such other series of preferred stock, bear to each other. No interest, or sum
of money in lieu of interest, will be payable in respect of any dividend
payment on such series of Preferred Stock that may be in arrears. Unless full
dividends on the series of Preferred Stock offered by the applicable
Prospectus Supplement have been declared and paid or set apart for payment for
the immediately preceding dividend period (including any accumulation in
respect of unpaid dividends for prior dividend periods, if dividends on such
series of Preferred Stock are cumulative), (a) no cash dividend or
distribution (other than in shares of Junior Stock) may be declared, set aside
or paid on Junior Stock, (b) AmSouth may not, directly or indirectly,
repurchase, redeem or otherwise acquire any shares of Junior Stock (or pay any
monies into a sinking fund for the redemption of any such shares) except by
conversion into or exchange for Junior Stock, and (c) AmSouth may not,
directly or indirectly, repurchase, redeem or otherwise acquire any series of
Preferred Stock ranking on parity as to dividends (or pay any monies into a
sinking fund for the redemption of any shares of any such stock) otherwise
than pursuant to pro rata offers to purchase or a concurrent redemption of
all, or a pro rata portion, of the outstanding Preferred Stock and any other
series of preferred stock of AmSouth ranking on parity as to dividends (except
by conversion into or exchange for Junior Stock).
Any dividend payment made on a series of Preferred Stock will first be
credited against the earliest accrued but unpaid dividend due with respect to
shares of such series that remains payable.
REDEMPTION
If AmSouth elects to redeem any or all of the Preferred Stock of any series
then outstanding, it must mail notice thereof to the holders of record of the
Preferred Stock of such series not less than 30 or more than 60 days
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prior to the date fixed for redemption (the "Redemption Date"). However,
failure by AmSouth to mail such notice to any holder of share of a series of
Preferred Stock or any defect therein shall not affect the validity of the
redemption procedure with respect to any other shares of such series. The
Preferred Stock of each series will be redeemed at a price (the "Redemption
Price") set forth in the Certificate of Designations for such series of
Preferred Stock. In the event of such redemption, holders of Preferred Stock
of such series will also receive a distribution of all accrued dividends that
remain unpaid as of the Redemption Date.
LIQUIDATION
In the event of a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of AmSouth, the holders of a series of Preferred
Stock will be entitled, subject to the rights of creditors, but before any
distribution or payment to the holders of Common Stock or any other Junior
Stock, to receive a liquidating distribution in the amount of the liquidation
preference per share as set forth in the applicable Prospectus Supplement,
plus accrued and unpaid dividends for the then-current dividend period
(including any accumulation in respect of unpaid dividends for prior dividend
periods, if dividends on such series of Preferred Stock are cumulative). If
the amounts available for distribution upon liquidation, dissolution or
winding up of the affairs of AmSouth are not sufficient to satisfy the full
liquidation rights of all the outstanding Preferred Stock of any series and
all Parity Stock, then the holders of each series of such stock will share
ratably in any such distribution of assets in proportion to the full
respective preferential amount (which may include accumulated dividends) to
which they are entitled. After payment of the full amount of the applicable
liquidation preference, the holders of Preferred Stock will not be entitled to
any further participation in any distribution of assets by AmSouth.
VOTING
The terms, if any, on which Preferred Stock of any series may be entitled to
vote will be set forth in the applicable Prospectus Supplement.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of Preferred Stock become entitled to vote for the election of
directors (for example, because dividends on such series are in arrears), such
series may then be deemed a "class of voting securities," and a holder of 25%
or more of such series (or a holder of 5% or more if it otherwise exercises a
"controlling influence" over AmSouth) may then be subject to regulation as a
bank holding company in accordance with the BHCA. In addition, at such time
(i) any bank holding company may be required to obtain the approval of the
Federal Reserve Board under the BHCA, and any foreign bank, or company that
controls a foreign bank, that has certain types of U.S. banking operations may
be required to obtain the approval of the Federal Reserve Board under the
International Banking Act of 1978, as amended, to acquire or retain 5% or more
of such series of Preferred Stock and (ii) any person other than a bank
holding company may be required to obtain the approval of the Federal Reserve
Board under the Change in Bank Control Act to acquire or retain 10% or more of
such series of Preferred Stock.
CONVERSION
The terms, if any, on which Preferred Stock of any series may be converted
into another class or series of securities of AmSouth will be set forth in the
applicable Prospectus Supplement.
NO OTHER RIGHTS
The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable Prospectus Supplement, the
Certificate of Incorporation (including the applicable Certificate of
Designations) or as otherwise required by law. Except as set forth above and
in the applicable Prospectus Supplement, the holders of Preferred Stock will
not have any conversion, redemption or preemptive rights to subscribe to any
securities of AmSouth.
TITLE
AmSouth, any transfer agent and registrar for any series of Preferred Stock,
and any agent of AmSouth or the applicable transfer agent and registrar may
treat the registered owner of any Preferred Stock as the absolute
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owner thereof (whether or not any payment in respect of such Preferred Stock
is overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. See "GLOBAL SECURITIES" below.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for each series of Preferred Stock will be
described in the applicable Prospectus Supplement.
DESCRIPTION OF DEPOSITARY SHARES
The following summary description of the Depositary Shares and Depositary
Receipts (as defined below) does not purport to be complete and is qualified
in its entirety by reference to the Deposit Agreement (as defined below) and
Depositary Receipts with respect to the Depositary Shares representing any
particular series of Preferred Stock, the forms of which will be incorporated
by reference into the Registration Statement of which this Prospectus is a
part at or prior to the time of the issuance of such Depositary Shares.
Furthermore, the following summary description of the Depositary Shares and
Depositary Receipts relates to certain terms and conditions applicable to such
Securities generally. The particular terms of any series of Depositary Shares
will be described in the applicable Prospectus Supplement. If so indicated in
such Prospectus Supplement, the terms of any such series may differ from the
terms set forth below.
GENERAL
AmSouth may, at its option, elect to offer fractional interests in shares of
Preferred Stock, rather than whole shares of Preferred Stock. If AmSouth
elects to do so, AmSouth will provide for the issuance by a Depositary (as
described below) to the public of receipts for Depositary Shares, each of
which will represent a fractional interest (to be set forth in the applicable
Prospectus Supplement) of a share of Preferred Stock.
The shares of any series of the Preferred Stock underlying any Depositary
Shares will be deposited under a separate Deposit Agreement (each, a "Deposit
Agreement") between AmSouth and a bank or trust company selected by AmSouth
with respect to such series, having its principal office in the United States
and having a combined capital and surplus of at least $50,000,000 (with
respect to such series, the "Depositary"). The Prospectus Supplement relating
to a series of Depositary Shares will set forth the name and address of the
Depositary. Subject to the terms of the applicable Deposit Agreement, each
owner of a Depositary Share generally will be entitled, in proportion to the
applicable fractional interest in a share of the Preferred Stock underlying
such Depositary Share, to all the rights and preferences of such Preferred
Stock (including dividend, voting, redemption, conversion and liquidation
rights).
Depositary Shares of any series will be evidenced by depositary receipts
issued pursuant to the applicable Deposit Agreement (the "Depositary
Receipts").
Pending the preparation of definitive engraved Depositary Receipts for any
series, the applicable Depositary may, upon AmSouth's written order, issue
temporary Depositary Receipts substantially identical to (and entitling the
holders thereof to all the rights pertaining to) the definitive Depositary
Receipts of such series but not in definitive form. Definitive Depositary
Receipts will be prepared without unreasonable delay, and the temporary
Depositary Receipts will be exchangeable for definitive Depositary Receipts of
such series at AmSouth's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received by the Depositary in respect of the Preferred Stock of
the applicable series to the record holders of the Depositary Shares relating
to such series of Preferred Stock pro rata in proportion to the numbers of
such Depositary Shares owned by such
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holders on the relevant record date. The Depositary will distribute only such
amount, however, as can be distributed without attributing to any holder of
Depositary Shares a fraction of one cent, and any balance not so distributed
will be added to and treated as part of the next sum received by the
Depositary for distribution to record holders of such Depositary Shares.
In the event of a distribution in respect of the applicable series of
Preferred Stock other than in cash, the Depositary will distribute property
received by it to the record holders of Depositary Shares entitled thereto,
unless the Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with AmSouth's approval, sell
such property and distribute the net proceeds from such sale to such holders.
Each Deposit Agreement will also contain provisions relating to the manner
in which any subscription or similar rights offered by AmSouth to holders of
the Preferred Stock of the applicable series will be made available to holders
of Depositary Shares. In all such cases where subscription or similar rights
are offered to holders of Depositary Shares, the Depositary, with the approval
of AmSouth, will cause such rights to be distributed unless, in the
Depositary's opinion, such distribution is not lawful or feasible, or the
holders of the Depositary Shares instruct the Depositary to refrain from their
distribution.
WITHDRAWAL OF STOCK
Upon surrender of Depositary Receipts of any series at the applicable
Depositary's office or at such other office as such Depositary may designate
(unless the related Depositary Shares have previously been called for
redemption), the holder of the Depositary Shares evidenced thereby will be
entitled to delivery at such office to or upon such holder's order, of the
number of whole shares of the related series of Preferred Stock and any money
or other property represented by such Depositary Shares. Holders of Depositary
Shares will be entitled to receive whole shares of the related series of
Preferred Stock on the basis set forth in the applicable Prospectus
Supplement, but holders of such whole shares of such Preferred Stock will not
thereafter be entitled to receive Depositary Shares in exchange therefor. If
the Depositary Receipts delivered by the holder evidence a number of
Depositary Shares relating to other than a number of whole shares of Preferred
Stock, the Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such the number of Depositary Shares in excess
of the number of whole shares evidenced thereby.
REDEMPTION OF DEPOSITARY SHARES
If AmSouth elects to redeem any or all of the series of Preferred Stock
relating to Depositary Shares of a series, it must mail notice thereof to the
applicable Depositary not less than 40 or more than 70 days prior to the
Redemption Date for such Preferred Stock. The Depositary, in turn, must mail
notice of such redemption to the holders of such series of Depositary Shares
not less than 30 or more than 60 days prior to such Redemption Date.
Depositary Shares will be redeemed by the Depositary at the Redemption Price
set forth in the Certificate of Designations for the applicable series of
Preferred Stock, multiplied by the applicable fraction. In the event of such
redemption, holders of Depositary Shares will also receive a distribution of
all accumulated dividends that remain unpaid as of the Redemption Date.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock of any series are entitled to vote, the Depositary with respect to any
related series of Depositary Shares will mail the information contained in
such notice of meeting to the record holders of such Depositary Shares. Each
record holder of such Depositary Shares on the record date for such notice
(which will be the same date as the record date for the notice in respect of
the related Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the number of shares of
Preferred Stock underlying such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the number of shares of
Preferred Stock underlying such Depositary Shares in accordance with such
instructions, and AmSouth will agree to take all action that may be deemed
necessary by the Depositary in order to enable the Depositary to do so. To the
extent the Depositary does not receive specific instructions from the holders
of Depositary Shares relating to such Preferred Stock, it will vote shares of
Preferred Stock in accordance with AmSouth's recommendation, unless otherwise
indicated in the applicable Prospectus Supplement.
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AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between AmSouth and the Depositary. However, any amendment that materially and
adversely alters the rights of the existing holders of Depositary Shares will
not be effective unless such amendment has been approved by the record holders
of at least a majority of the Depositary Shares then outstanding. A Deposit
Agreement may be terminated by AmSouth or the Depositary only if (i) no
Depositary Shares remain outstanding or (ii) there has been a final
distribution in respect of the Preferred Stock of the applicable series in
connection with any liquidation, dissolution or winding up of AmSouth and such
distribution has been distributed to the holders of the related Depositary
Shares.
CHARGES OF DEPOSITARY
AmSouth will pay all transfer and other taxes and governmental charges
arising solely from the existence of any depositary arrangements. AmSouth will
pay all charges of each Depositary in connection with the initial deposit of
the Preferred Stock of any series and any redemption of such Preferred Stock.
Holders of Depositary Shares will be required to pay any other transfer and
other taxes and governmental charges and such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
DELIVERY OF REPORTS
Each Depositary will forward to the holders of the applicable Depositary
Shares all reports, notices and communications from AmSouth that are delivered
to such Depositary and that AmSouth is required to furnish the holders of the
Preferred Stock of the applicable series.
DEPOSITARY'S AGENTS
With the prior approval of AmSouth, the Depositary may, from time to time,
appoint agents to act in any respect for the Depositary for the purposes of
the Depositary Agreement.
OBLIGATIONS OF THE DEPOSITARY AND AMSOUTH
Neither any Depositary nor AmSouth will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under any Deposit Agreement. The obligations of AmSouth and each
Depositary under any Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute
or defend any legal proceeding in respect of any Depositary Shares or
Preferred Stock unless satisfactory indemnity is furnished. Each of them may
rely upon written advice of counsel or accountants, or information provided by
persons presenting Preferred Stock for deposit, holders of Depositary Shares
or other persons believed by it in good faith to be competent and on documents
believed to be genuine.
TITLE
AmSouth, each Depositary and any agent of AmSouth or the applicable
Depositary may treat the registered owner of any Depositary Share as the
absolute owner thereof (whether or not any payment in respect of such
Depositary Share is overdue and notwithstanding any notice to the contrary)
for the purpose of making payment and for all other purposes. See "GLOBAL
SECURITIES" below.
RESIGNATION AND REMOVAL OF DEPOSITARY
A Depositary may resign at any time by delivering to AmSouth notice of its
election to do so, and AmSouth may at any time remove a Depositary. Any such
resignation or removal will take effect upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be appointed within 60 days after delivery of the notice of resignation
or removal and must be a bank or trust company having its principal office in
the United States and having a combined capital and surplus of at least
$50,000,000.
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REPLACEMENT OF DEPOSITARY RECEIPTS
Any mutilated, destroyed, lost or stolen Depositary Receipt may be replaced
at the expense of the holder thereof by the applicable Depositary, in its
discretion, upon delivery by the holder of such mutilated receipt, or in lieu
of and in substitution for such destroyed, lost or stolen receipt. The
Depositary may demand evidence satisfactory to it of such destruction, loss or
theft, or of the authenticity of such mutilated Depositary Receipt, and
adequate indemnification for replacement of the Depositary Receipt.
GOVERNING LAW
Each Deposit Agreement and the related Depositary Receipts will be governed
by, and construed in accordance with, the laws of the State of New York.
DESCRIPTION OF DEBT SECURITIES
The following summary description of the Indentures (as defined below) and
the Debt Securities does not purport to be complete and is qualified in its
entirety by reference to the Indenture pursuant to which such Debt Securities
are issued, the forms of which Indentures are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
Furthermore, the following summary description of the Indentures and the
Debt Securities relates to certain terms and conditions applicable to the Debt
Securities generally. The particular terms of any series of Debt Securities
will be described in the applicable Prospectus Supplement. If so indicated in
such Prospectus Supplement, the terms of any such series may differ from the
terms set forth below.
GENERAL
Subordinated Debt Securities are to be issued under an Indenture (the
"Subordinated Indenture"), dated as of May 25, 1994, as supplemented by the
Supplemental Indenture thereto, dated as of , 1998, between AmSouth
and Bankers Trust Company, as the trustee therefor (the "Subordinated
Trustee"). Senior Debt Securities are to be issued under an Indenture (the
"Senior Indenture"), between AmSouth and the trustee named in the applicable
Prospectus Supplement as the trustee therefor (the "Senior Trustee"). The
Subordinated Indenture and the form of Senior Indenture are exhibits to the
Registration Statement of which this Prospectus is a part. The Senior
Indenture and the Subordinated Indenture are sometimes referred to
collectively as the "Indentures" and the Senior Trustee and the Subordinated
Trustee are sometimes referred to collectively as the "Trustees".
The Debt Securities will be direct, unsecured obligations of AmSouth. The
Debt Securities will not be deposits or other obligations of a bank and will
not be guaranteed or insured by the FDIC or any other governmental agency.
The Indentures do not limit the aggregate principal amount of Debt
Securities or of any particular series of Debt Securities that may be issued
thereunder and provide that Debt Securities issued thereunder may be issued
from time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. The Indentures do not limit the amount of
other debt that may be issued by AmSouth and do not contain financial or
similar restrictive covenants. AmSouth expects from time to time to incur
additional indebtedness constituting Senior Indebtedness and Other Financial
Obligations (each as defined below). The Indentures do not prohibit or limit
the incurrence of additional Senior Indebtedness or Other Financial
Obligations. Each Indenture provides that there may be more than one Trustee
under such Indenture with respect to different series of Debt Securities.
The Indentures do not contain any provision intended to provide protection
to holders of Debt Securities against a sudden or dramatic decline in credit
quality of AmSouth that could, for example, result from a takeover,
recapitalization, special dividend or other restructuring.
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The applicable Prospectus Supplement will describe the following terms of
the series of Debt Securities in respect of which this Prospectus is being
delivered: (1) the title of such Debt Securities; (2) whether such Debt
Securities are Senior Debt Securities or Subordinated Debt Securities; (3) any
limit upon the aggregate principal amount of such Debt Securities and the
percentage of such principal amount at which such Debt Securities may be
issued; (4) the date or dates on which the principal of such Debt Securities
is scheduled to become payable (the "Stated Maturity"); (5) the rate or rates
(which may be fixed or variable) per annum at which such Debt Securities will
bear interest, or the method of determining such rate or rates, if any, the
date or dates from which any such interest will accrue, the dates on which any
such interest will be payable (the "Interest Payment Dates"), the Regular
Record Date (as defined in the applicable Indenture) for the interest payable
on any Interest Payment Date, and the person to whom principal of, or premium,
if any, or interest on, any Debt Security of such series will be payable, if
other than the person in whose name such Debt Security (or one or more
predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest; (6) if other than the location
specified in this Prospectus, the place or places where the principal of and
premium, if any, and interest on Debt Securities will be payable; (7) the
place or places at which, the period or periods within which, the price or
prices at which and the terms and conditions, if any, upon which the Debt
Securities may be exchanged for or converted into other securities of AmSouth,
including other Debt Securities, Preferred Stock and Common Stock; (8) the
period or periods within which, the price or prices at which and the terms and
conditions upon which such Debt Securities will, pursuant to any mandatory
sinking fund provisions or otherwise, or may, pursuant to any optional sinking
fund provisions or otherwise, be redeemed in whole or in part by AmSouth; (9)
the period or periods within which, the price or prices at which and the terms
and conditions upon which such Debt Securities may be repaid, in whole or in
part, at the option of the holders thereof; (10) if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which such
Debt Securities will be issuable; (11) if other than the principal amount
thereof, the portion of the principal amount of such Debt Securities that will
be payable upon declaration of acceleration of the maturity thereof; (12) the
currency or currency unit of payment of principal of and premium, if any, and
interest on such Debt Securities, and any index used to determine the amount
of principal of or premium, if any, and interest on such Debt Securities; (13)
whether such Debt Securities are to be issuable as Global Securities (as
defined below) and, in such case, the initial securities depositary with
respect thereto and the circumstances under which such Global Security may be
exchanged for definitive securities; (14) whether the subordination provisions
summarized below or different subordination provisions, including a different
definition of "Senior Indebtedness", "Entitled Persons", "Existing
Subordinated Indebtedness" or "Other Financial Obligations", will apply to any
such Debt Securities that are Subordinated Debt Securities; and (15) any other
terms of such Debt Securities.
FORM, REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of, and premium, if any, and interest, if any, on Debt Securities
will be payable, and Debt Securities will be transferable, at the agency or
office of AmSouth maintained for such purpose in the Borough of Manhattan, The
City of New York or in Birmingham, Alabama, except that interest may be paid
at the option of AmSouth by check mailed to the address of the holder entitled
thereto as it appears on the applicable Security Register (as defined in the
applicable Indenture).
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. The Indentures
provide that Debt Securities of any series may be issuable in permanent global
form. See "GLOBAL SECURITIES" below. No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but AmSouth may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Securities (as defined below) to be offered and
sold at a substantial discount below their stated principal amount.
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Federal income tax consequences and other special considerations applicable to
any such Original Issue Discount Securities will be described in the
applicable Prospectus Supplement. "Original Issue Discount Security" means any
Debt Security that provides for an amount less than the principal amount
thereof to be due and payable upon the declaration of acceleration of the
maturity thereof in accordance with the terms of the applicable Indenture.
The applicable Prospectus Supplement relating to any series of Debt
Securities that are Original Issue Discount Securities will describe the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such series of Original Issue Discount Securities upon
the occurrence of an Event of Default (as defined below) and the continuation
thereof.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The obligations of AmSouth to make any payment on account of the principal
of or premium, if any, or interest on any Subordinated Debt Securities will,
to the extent set forth in the Subordinated Indenture, be subordinate and
junior in right of payment to all Senior Indebtedness of AmSouth. In the event
of the acceleration of the maturity of any Subordinated Debt Securities, the
holders of all Senior Indebtedness will first be entitled to receive payment
in full of all amounts due thereon before the holders of any Subordinated Debt
Securities will be entitled to receive any payment upon the principal of or
interest on Subordinated Debt Securities.
Unless otherwise specified in the applicable Prospectus Supplement, in
certain events of insolvency, the payment of the principal of and premium, if
any, and interest on the Subordinated Debt Securities will, to the extent set
forth in the Subordinated Indenture, also be effectively subordinated in right
of payment to the prior payment in full of all Other Financial Obligations.
Upon any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of AmSouth, the holders of all Senior Indebtedness will first be
entitled to receive payment in full of all amounts due or to become due
thereon before the holders of any Subordinated Debt Securities will be
entitled to receive any payment in respect of the principal of or premium, if
any, or interest on Subordinated Debt Securities. If upon any such payment or
distribution of assets to creditors, there remains, after giving effect to
such subordination provisions in favor of the holders of Senior Indebtedness,
any amount of cash, property or securities available for payment or
distribution in respect of Subordinated Debt Securities ("Excess Proceeds")
and if, at such time, any Entitled Persons (as defined below) in respect of
Other Financial Obligations have not received payment in full of all amounts
due or to become due on or in respect of such Other Financial Obligations,
then such Excess Proceeds will first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of the Subordinated Debt Securities (or
other securities ranking pari passu in respect of payment).
AmSouth's obligations under Subordinated Debt Securities will rank pari
passu in right of payment with each other and with the Existing Subordinated
Indebtedness (as defined below), subject (unless otherwise specified in the
applicable Prospectus Supplement) to the obligations of the holders of
Subordinated Debt Securities to pay over any Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations as provided in the
Subordinated Indenture.
By reason of this subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of AmSouth who are neither
holders of Senior Indebtedness nor holders of Subordinated Debt Securities may
recover less, ratably, than the holders of Senior Indebtedness and may recover
more, ratably, than the holders of Subordinated Debt Securities. By reason of
the obligation of the holders of Subordinated Debt Securities to pay over any
Excess Proceeds to Entitled Persons in respect to Other Financial Obligations,
in the event of insolvency, holders of certain Existing Subordinated
Indebtedness may recover less, ratably, than Entitled Persons in respect of
Other Financial Obligations and may recover more, ratably, than the holders of
Subordinated Debt Securities.
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Unless otherwise specified in the applicable Prospectus Supplement, "Senior
Indebtedness" of AmSouth means the principal of, premium, if any, and interest
on (1) all indebtedness of AmSouth (including indebtedness of others
guaranteed by AmSouth), whether outstanding on the date of execution of the
Indenture or thereafter created, incurred or assumed which is (i) for money
borrowed or (ii) evidenced by a note or similar instrument given in connection
with the acquisition of any business, properties or assets of any kind, and
(2) any amendments, renewals, extensions or modifications of any such
indebtedness, unless in any case in the instrument creating or evidencing any
such indebtedness or pursuant to which the same is outstanding it is provided
that such indebtedness is not superior in right of payment to the Subordinated
Debt Securities or is to rank pari passu with or subordinate to the
Subordinated Debt Securities, provided that Senior Indebtedness does not
include any obligations on account of Existing Subordinated Indebtedness (as
defined below).
Unless otherwise specified in the applicable Prospectus Supplement,
"Existing Subordinated Indebtedness" means AmSouth's 9% Subordinated Capital
Notes Due 1999 (the "Capital Notes"), 7% Subordinated Notes due 2004 and 6.75%
Subordinated Debentures due 2025.
Unless otherwise specified in the applicable Prospectus Supplement, "Other
Financial Obligations" means (a) obligations of AmSouth under direct credit
substitutes, (b) obligations of, or any such obligation directly or indirectly
guaranteed by, AmSouth for purchased money or funds, (c) any deferred
obligation of, or any such obligation directly or indirectly guaranteed by,
AmSouth incurred in connection with the acquisition of any business,
properties or assets not evidenced by a note or similar instrument given in
connection therewith, and (d) all obligations of AmSouth to make payment
pursuant to the terms of financial instruments, such as (1) securities
contracts and foreign currency exchange contracts, (2) derivative instruments,
such as swap agreements (including interest rate and foreign exchange rate
swap agreements), cap agreements, floor agreements, collar agreements,
interest rate agreements, foreign exchange rate agreements, options, commodity
futures contracts, commodity option contracts, and (3) financial instruments
similar to those set forth in (1) and (2) above, other than (x) obligations on
account of Senior Indebtedness, and (y) obligations on account of indebtedness
for money borrowed ranking pari passu with or subordinate to the Subordinated
Debt Securities, including, without limitation, Existing Subordinated
Indebtedness. Unless otherwise specified in the applicable Prospectus
Supplement, "Entitled Persons" means any person who is entitled to payment
pursuant to the terms of Other Financial Obligations.
The applicable Prospectus Supplement may further describe the provisions, if
any, applicable to the subordination of Subordinated Debt Securities of a
particular series offered thereby.
LIMITATION ON DISPOSITION OF VOTING STOCK OF PRINCIPAL SUBSIDIARY BANKS
The Senior Indenture contains a covenant by AmSouth that it will not sell,
assign, transfer, grant a security interest in or otherwise dispose of any
shares of, securities convertible into or options, warrants or rights to
subscribe for or purchase shares of, Voting Stock (as defined below) (other
than directors' qualifying shares) of any Principal Subsidiary Bank (as
defined below) and that it will not permit any Principal Subsidiary Bank to
issue (except to AmSouth) any shares of, securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of, Voting
Stock of any Principal Subsidiary Bank, except for sales, assignments,
transfers, grants of security interests or other dispositions that: (1) are
for fair market value on the date thereof, as determined by the Board of
Directors of AmSouth (which determination shall be conclusive) and, after
giving effect to such disposition and to any possible dilution, AmSouth will
own not less than 80% of the shares of Voting Stock of such Principal
Subsidiary Bank then issued and outstanding free and clear of any security
interest; (2) are made in compliance with an order of a court or regulatory
authority of competent jurisdiction, as a condition imposed by any such court
or authority permitting the acquisition by AmSouth, directly or indirectly, of
any other bank or entity the activities of which are legally permissible for a
bank holding company or a subsidiary thereof to engage in, or as an
undertaking made to such authority in connection with such an acquisition; (3)
are made where such Principal Subsidiary Bank, having obtained any necessary
regulatory approvals, unconditionally guarantees payment when due of the
principal of and premium, if any, and interest on the Debt Securities; or (4)
are made to AmSouth or any Wholly-Owned Subsidiary (as defined in the Senior
Indenture) if such Wholly-Owned Subsidiary agrees to be bound by this covenant
and AmSouth agrees to
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maintain such Wholly-Owned Subsidiary as a Wholly-Owned Subsidiary.
Notwithstanding the foregoing, any Principal Subsidiary Bank may be merged
into or consolidated with another banking institution organized under the laws
of the United States, any State thereof or the District of Columbia, if after
giving effect to such merger or consolidation, AmSouth or any Wholly-Owned
Subsidiary owns at least 80% of the Voting Stock of such other banking
institution then issued and outstanding free and clear of any security
interest and if, immediately after giving effect thereto and treating any such
resulting banking institution thereafter as such Principal Subsidiary Bank and
as a Subsidiary for purposes of the Senior Indenture, no Event of Default, and
no event that, after the giving of notice or lapse of time or both, would
become an Event of Default, has occurred and is continuing. A "Principal
Subsidiary Bank" is defined in the Senior Indenture to mean any Subsidiary (as
defined in the Senior Indenture) that is a bank and has total assets equal to
30% or more of the consolidated assets of AmSouth determined as of the date of
the most recent audited financial statements of such entities. At present, the
only Principal Subsidiary Bank is the Bank. "Voting Stock" is defined in the
Senior Indenture to mean stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board
of directors, managers or trustees of such corporation (irrespective of
whether or not at the time stock of any other class or classes will have
contingent voting rights).
The Subordinated Indenture contains no such covenant, and the foregoing
covenant is not a covenant for the benefit of any series of Subordinated Debt
Securities. The Indenture relating to the Capital Notes, however, does contain
a substantially identical covenant for the benefit of such Capital Notes.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that AmSouth may not consolidate with or merge into
any other person or transfer its properties and assets substantially as an
entirety to any person unless (1) the person formed by such consolidation or
into which AmSouth is merged or the person to which the properties and assets
of AmSouth are so transferred is a corporation, partnership or trust organized
and validly existing under the laws of the United States, any State thereof or
the District of Columbia and expressly assumes by a supplemental indenture the
payment of the principal of and premium, if any, and interest on the Senior
Debt Securities or the Subordinated Debt Securities, as the case may be, and
the performance of the other covenants of AmSouth under the applicable
Indenture; (2) immediately after giving effect to such transaction, no Event
of Default or Default (as defined below), as applicable, and no event that,
after notice or lapse of time or both, would become an Event of Default or
Default, as applicable, has occurred and is continuing; and (3) certain other
conditions are met.
DEFAULTS
The Senior Indenture. An "Event of Default" is defined in the Senior
Indenture, with respect to Debt Securities of any series issued thereunder, as
(1) default in the payment of principal of or premium, if any, on any Debt
Security of that series at maturity; (2) default for 30 days in the payment of
interest on any Debt Security of that series; (3) default in the deposit of
any sinking fund payment when due in respect of that series; (4) default in
the performance, or breach, of any other covenant or warranty of AmSouth in
the Senior Indenture or in the Debt Securities of that series, continued for
60 days after written notice to AmSouth by the Senior Trustee or to AmSouth
and the Senior Trustee by the holders of not less than 25% of the aggregate
principal amount of the outstanding Debt Securities of that series; (5)
failure to pay when due any indebtedness of AmSouth or any Principal
Subsidiary Bank for borrowed money in excess of $25,000,000, or acceleration
of the maturity of any such indebtedness in excess of such amount if
acceleration results from a default under the instrument giving rise to such
indebtedness and is not annulled within 60 days after due notice, unless in
either case such default is contested in good faith by appropriate
proceedings; (6) certain events of bankruptcy, insolvency or reorganization of
AmSouth or any Principal Subsidiary Bank; and (7) any other Event of Default
that may be provided for with respect to Debt Securities of that series.
The Senior Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time outstanding thereunder occurs and is
continuing, either the Senior Trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding Debt Securities of that series
may declare the principal
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amount (or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all Debt Securities of that series to be due and
payable immediately (provided that no such declaration is required upon
certain events of bankruptcy, insolvency or reorganization), but upon certain
conditions such declaration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal of or premium, if any, or
interest on the Debt Securities of that series and certain other specified
defaults) may be waived by the holders of a majority in principal amount of
the outstanding Debt Securities of that series on behalf of the holders of all
Debt Securities of that series. In the event of the bankruptcy, insolvency or
reorganization of AmSouth, the claims of holders of the Senior Debt Securities
would be subject as to enforcement to the broad equity power of a United
States Bankruptcy Court, and to the determination by that court of the nature
of the rights of such holders.
The Senior Indenture contains a provision entitling the Senior Trustee,
subject to the duty of the Senior Trustee upon the occurrence and continuation
of an Event of Default to act with the required standard of care, to be
indemnified by the holders of any series of outstanding Senior Debt Securities
thereunder before proceeding to exercise any right or power under the Senior
Indenture at the request of the holders of such series of Senior Debt
Securities. The Senior Indenture provides that the holders of a majority in
aggregate principal amount of outstanding Senior Debt Securities of any series
thereunder may direct the time, method and place of conducting any proceeding
for any remedy available to the Senior Trustee, or exercising any trust or
other power conferred on the Senior Trustee, with respect to the Debt
Securities of such series, provided that the Senior Trustee may decline to act
if such direction is contrary to law or the Senior Indenture or would involve
the Senior Trustee in personal liability.
AmSouth will file annually with the Senior Trustee a certificate as to
compliance with all conditions and covenants in the Senior Indenture.
The Subordinated Indenture. Payment of principal of the Subordinated Debt
Securities may be accelerated only upon an "Event of Default" as defined
below. There is no right of acceleration in the case of a default in the
payment of interest or the payment of principal prior to the date of maturity
or a default in the performance of any other covenant of AmSouth in the
Subordinated Indenture, unless the terms of a particular series of
Subordinated Debt Securities specifically provide otherwise, in which case any
such extension of such right of acceleration will be described in the
applicable Prospectus Supplement.
An "Event of Default" is defined in the Subordinated Indenture, with respect
to Debt Securities of any series issued thereunder, as certain events
involving the bankruptcy, insolvency or reorganization of AmSouth and any
other Event of Default that may be provided for with respect to the
Subordinated Debt Securities of that series. A "Default" is defined in the
Subordinated Indenture, with respect to Debt Securities of any series, to
include: (1) any Event of Default with respect to any Debt Securities of that
series; (2) a default in the payment of principal of or premium, if any, on
any Debt Security of that series at maturity; (3) default for 30 days in the
payment of interest on any Debt Security of that series; (4) default in the
performance, or breach, of any other covenant or warranty of AmSouth in the
Subordinated Indenture or in the Debt Securities of that series, continued for
30 days after written notice to AmSouth by the Subordinated Trustee or to
AmSouth and the Subordinated Trustee by the holders of not less than 25% in
aggregate principal amount of the outstanding Debt Securities of such series;
or (v) any other Default that may be provided for with respect to the
Subordinated Debt Securities of that series. If an Event of Default with
respect to the Debt Securities of any series occurs and is continuing, either
the Subordinated Trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities of that series may declare
the principal amount (or, if the Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Debt Securities of that series
to be due and payable immediately (provided that no such declaration is
required upon certain events of bankruptcy, insolvency or reorganization). The
holders of a majority in aggregate principal amount of the outstanding Debt
Securities of that series may waive an Event of Default resulting in
acceleration of the Debt Securities of such series, but only if all Events of
Default have been remedied and all payments due on the Debt Securities of that
series (other than those due as a result of acceleration) have been made and
certain other conditions have been met.
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Subject to the provisions of the Subordinated Indenture relating to the
duties of the Subordinated Trustee, if a Default has occurred and is
continuing with respect to any series of Subordinated Debt Securities, the
Subordinated Trustee will be under no obligation to exercise any of its rights
or powers under the Subordinated Indenture at the request or direction of any
of the holders, unless such holders of such series have offered to the
Subordinated Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of that series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Subordinated Trustee or exercising any trust
or other power conferred on the Subordinated Trustee, provided that the
Subordinated Trustee may decline to act if such direction is contrary to law
or the Subordinated Indenture or would involve the Subordinated Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the outstanding Debt Securities of that series may waive any past default
under the Subordinated Indenture with respect to such series, except a default
in the payment of principal or interest or a default in respect of a covenant
in the Subordinated Indenture that cannot be modified without the consent of
the holder of each outstanding Debt Security of the series affected. In the
event of the bankruptcy, insolvency or reorganization of AmSouth, the claims
of the holders of the Subordinated Debt Securities would be subject as to
enforcement to the broad equity power of a United States Bankruptcy Court, and
to the determination by that court of the nature of the rights of such
holders.
AmSouth will file annually with the Subordinated Trustee a certificate as to
compliance with all conditions and covenants in the Subordinated Indenture.
DEFEASANCE AND DISCHARGE
Each Indenture provides that the terms of any series of Debt Securities
issued thereunder may provide that AmSouth may terminate certain of its
obligations under such Indenture with respect to the Debt Securities of such
series on the terms and subject to the conditions contained in such Indenture,
by (a) depositing irrevocably with the applicable Trustee as trust funds in
trust (1) in the case of Debt Securities denominated in a foreign currency,
money in such foreign currency or Foreign Government Obligations (as defined
below) of the foreign government or governments issuing such foreign currency,
(2) in the case of Debt Securities denominated in U.S. dollars, U.S. dollars
or U.S. Government Obligations (as defined below), in each case in an amount
that through the payment of interest, principal or premium, if any, in respect
thereof in accordance with their terms will provide (without any reinvestment
of such interest, principal or premium), not later than one business day
before the due date of any payment, money, or (3) a combination of money and
U.S. Government Obligations or Foreign Government Obligations, as applicable,
sufficient to pay the principal of or premium, if any, and interest on, the
Debt Securities of such series as such are due and (b) satisfying certain
other conditions precedent specified in the applicable Indenture. Such deposit
and termination is conditioned, among other things, upon AmSouth's delivery of
(a) an opinion of independent counsel that the holders of the Debt Securities
of such series will have no federal income tax consequences as a result of
such deposit and termination and (b) if the Debt Securities of such series are
then listed on the NYSE, an opinion of counsel that the Debt Securities of
such series will not be delisted as a result of the exercise of this option.
Such termination will not relieve AmSouth of its obligation to pay when due
the principal of, and interest on the Debt Securities of such series if the
Debt Securities of such series are not paid from the money, Foreign Government
Obligations or U.S. Government Obligations held by the applicable Trustee for
payment thereof.
"U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, that, in either case,
under clauses (1) or (2) are not callable or redeemable at the option of the
issuer thereof. "Foreign Government Obligations" means securities denominated
in a foreign currency that are (1) direct obligations of a foreign government
for the payment of which its full faith and credit is pledged or (2)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of a foreign government the payment of
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which is unconditionally guaranteed as a full faith and credit obligation by
such foreign government, that, in either case, under clauses (1) or (2) are
not callable or redeemable at the option of the issuer thereof.
The applicable Prospectus Supplement will state whether any defeasance
provisions of the applicable Indenture will apply to the Debt Securities
offered thereby.
MODIFICATION AND WAIVER
Certain modifications and amendments of each of the Indentures may be made
by AmSouth and the applicable Trustee only with the consent of the holders of
not less than a majority in aggregate principal amount of the outstanding Debt
Securities of each series issued under such Indenture and affected by the
modification or amendment, provided that no such modification or amendment
may, without the consent of the holder of each outstanding Debt Security
issued under such Indenture and affected thereby: (1) change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any such Debt Security; (2) reduce the principal amount of, or the
premium, if any, or the interest, if any, on, any such Debt Security
(including in the case of an Original Issue Discount Security the amount
payable upon acceleration of the maturity thereof); (3) change the place of
payment where, or the coin or currency or currency unit in which, any
principal of, or premium, if any, or interest on, any such Debt Security is
payable; (4) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date (as defined in the applicable
Indenture)); (5) reduce the above-stated percentage of outstanding Debt
Securities of any series the consent of the holders of which is necessary to
modify or amend the applicable Indenture; or (6) modify the foregoing
requirements or reduce the percentage of aggregate principal amount of
outstanding Debt Securities of any series required to be held by holders
seeking to waive compliance with certain provisions of the applicable
Indenture or seeking to waive certain defaults.
The holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of any series may on behalf of the holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by AmSouth with certain restrictive provisions of the applicable
Indenture. The holders of not less than a majority in aggregate principal
amount of the outstanding Debt Securities of any series may on behalf of the
holders of all Debt Securities of that series waive any past default under the
applicable Indenture with respect to that series, except a default in the
payment of the principal of, or premium, if any, or interest on, any Debt
Security of that series or in respect of a covenant or provision that under
the applicable Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debt Security issued thereunder of the series
affected.
Certain modifications and amendments of each of the Indentures may be made
by AmSouth and the applicable Trustee without the consent of holders of the
outstanding Debt Securities issued under such Indenture.
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding Debt Securities issued under
such Indenture have given any request, demand, authorization, direction,
notice, consent or waiver thereunder or are present at a meeting of holders of
Debt Securities for quorum purposes, (1) the principal amount of an Original
Issue Discount Security that will be deemed to be outstanding will be the
amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the maturity thereof, and (2) the
principal amount of a Debt Security denominated in a foreign currency or
currency unit will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount of such Debt
Security or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent, determined on the date of original issuance of such Debt
Security, of the amount determined as provided in (1) above.
TITLE
AmSouth, the applicable Trustee and any agent of AmSouth or the applicable
Trustee may treat the registered owner of any Debt Security as the absolute
owner thereof (whether or not such Debt Security is overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. See "GLOBAL SECURITIES" below.
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REPLACEMENT OF DEBT SECURITIES
Any mutilated Debt Security will be replaced by AmSouth at the expense of
the holder upon surrender of such Debt Security to the applicable Trustee.
Debt Securities that are destroyed, lost or stolen will be replaced by AmSouth
at the expense of the holder upon delivery to the applicable Trustee of
evidence of the destruction, loss or theft thereof satisfactory to AmSouth and
the applicable Trustee. In the case of a destroyed, lost or stolen Debt
Security, an indemnity satisfactory to the applicable Trustee and AmSouth may
be required at the expense of the holder of such Debt Security before a
replacement Debt Security will be issued.
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
CONCERNING THE TRUSTEES
General. Any Trustee may resign or be removed with respect to one or more
series of Debt Securities and a successor Trustee may be appointed to act with
respect to such series. If two or more persons are acting as Trustee with
respect to different series of Debt Securities, each such Trustee will be a
Trustee of a trust under the related Indenture separate and apart from the
trust administered by any other such Trustee, and any action described herein
to be taken by the "Trustee" may then be taken by each such Trustee with
respect to, and only with respect to, the one or more series of Debt
Securities for which it is Trustee.
The Subordinated Trustee. The Subordinated Trustee is not a trustee under
any indenture, other than the Subordinated Indenture, pursuant to which
indebtedness of AmSouth is outstanding as of the date hereof. In the normal
course of business, AmSouth and its subsidiaries may conduct banking
transactions with the Subordinated Trustee, and the Subordinated Trustee and
its affiliates may conduct banking transactions with AmSouth and its
subsidiaries.
The Senior Trustee. The Senior Trustee will be named in the applicable
Prospectus Supplement.
DESCRIPTION OF WARRANTS
The following summary description of the Warrants and Warrant Certificates
(as defined below) does not purport to be complete and is qualified in its
entirety by reference to the Warrant Agreement (as defined below) with respect
to the Warrants of any particular series, the forms of which will be
incorporated by reference into the Registration Statement of which this
Prospectus is a part at or prior to the time of the issuance of such Warrants.
Furthermore, the following summary description of the Warrants and Warrant
Certificates relates to certain terms and conditions applicable to the
Warrants generally. The particular terms of any series of Warrants will be
described in the applicable Prospectus Supplement. If so indicated in such
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
GENERAL
AmSouth may issue Warrants for the purchase of Debt Securities, Preferred
Stock or Common Stock. Warrants may be issued independently or together with
Debt Securities, Preferred Stock or Common Stock or with other Warrants, and
may be attached to or separate from such other Securities.
Each series of Warrants will be evidenced by certificates (the "Warrant
Certificates") issued pursuant to a separate agreement (a "Warrant Agreement")
to be entered into between AmSouth and a bank selected by AmSouth with respect
to such series, having an office or an agent's office in the United States and
having combined capital and surplus of at least $50,000,000 (with respect to
such series, the "Warrant Agent"). The Prospectus Supplement relating to a
series of Warrants will set forth the name and address of the Warrant Agent.
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The applicable Prospectus Supplement will describe the terms of the series
of Warrants in respect of which this Prospectus is being delivered, including:
(1) the offering price; (2) the currency for which such Warrants may be
purchased; (3) if applicable, the designation and terms of the Securities with
which the Warrants are issued and the number of Warrants issued with each such
Security or each principal amount of such Security; (4) if applicable, the
date on and after which the Warrants and the related Securities will be
separately transferable; (5) in the case of Warrants to purchase Debt
Securities, the principal amount of Debt Securities purchasable upon exercise
of one Warrant and the price at and currency in which such principal amount of
Debt Securities may be purchased upon such exercise and, in the case of
Warrants to purchase Preferred Stock, Common Stock or other Warrants, the
number of shares of Preferred Stock or Common Stock or number of Warrants, as
the case may be, purchasable upon the exercise of one Warrant and the price at
which such shares or Warrants may be purchased upon such exercise; (6) the
date on which the right to exercise the Warrants will commence and the date on
which such right will expire (the "Expiration Date"); (7) certain federal
income tax consequences of holding or exercising such Warrants; (8) the terms
of the Securities issuable upon exercise of such Warrants, as described in the
applicable section of this Prospectus; and (9) any other material terms of the
Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may be presented for registration of transfer, and
may be exercised at the corporate trust office of the Warrant Agent or any
other office indicated in the applicable Prospectus Supplement. If the
Warrants are not separately transferrable from the Securities with which they
were issued, such exchange may take place only in connection with an exchange
of the certificates representing such related Securities. Prior to the
exercise of their Warrants, holders of Warrants will not have any of the
rights of holders of the Securities purchasable upon such exercise, including,
in the case of Warrants to purchase Debt Securities, the right to receive
payments of principal of, premium, if any, or interest, if any, on the Debt
Securities purchasable upon such exercise or to enforce covenants in the
applicable Indenture or, in the case of Warrants to purchase Preferred Stock
or Common Stock, the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of AmSouth or to exercise voting
rights, if any, or in the case of Warrants to Purchase other Warrants the
right to exercise such other Warrants or to enforce covenants in the
applicable Warrant Agreement.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase the Securities specified in
the applicable Prospectus Supplement at the exercise price set forth in, or
calculated as described in, the applicable Prospectus Supplement. Unless
otherwise specified in the applicable Prospectus Supplement, Warrants may be
exercised at any time up to 5:00 P.M. New York time on the Expiration Date set
forth in such Prospectus Supplement. After the close of business on the
Expiration Date, unexercised Warrants will become void.
Warrants may be exercised by delivery of the Warrant Certificate
representing the Warrants to be exercised together with certain information
and payment to the Warrant Agent in immediately available funds of the amount
required to purchase the Securities purchasable upon such exercise, as
provided in the applicable Prospectus Supplement. The information required to
be delivered will be set forth on the reverse side of the Warrant Certificate
and in the applicable Prospectus Supplement. Upon receipt of such payment and
the Warrant Certificate properly completed and duly executed at the corporate
trust office of the Warrant Agent or any other office indicated in the
applicable Prospectus Supplement, AmSouth will, in the time period provided by
the applicable Warrant Agreement, issue and deliver the Securities purchasable
upon such exercise. If fewer than all of the Warrants represented by such
Warrant Certificate are exercised, a new Warrant Certificate will be issued
for the remaining amount of Warrants.
ANTIDILUTION PROVISIONS
In the case of Warrants to purchase Common Stock, the exercise price payable
and the number of shares of Common Stock purchasable upon the exercise of each
Warrant will be subject to adjustment in certain events, including (i) the
issuance of a stock dividend to holders of Common Stock or a combination,
subdivision or
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reclassification of Common Stock; (ii) the issuance of rights, warrants or
options to all holders of AmSouth's Common Stock entitling the holders thereof
to purchase Common Stock for an aggregate consideration per share less than
the current market price per share of Common Stock; or (iii) any distribution
by AmSouth to the holders of its Common Stock of evidences of indebtedness of
AmSouth or of assets (excluding cash dividends or distributions payable out of
consolidated earnings and earned surplus and dividends or distributions
referred to in (i) above). No adjustment in the number of shares purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants; instead, AmSouth will pay cash value of
any fractional shares otherwise issuable.
MODIFICATION
Any Warrant Agreement and the terms of the related Warrants may be amended
by AmSouth and the applicable Warrant Agent, without the consent of the
holders of any such Warrants, for the purpose of (i) curing any ambiguity, or
curing, correcting or supplementing any defective or inconsistent provision
contained therein, or making any other provisions with respect to matters or
questions arising under the Warrant Agreement that is not inconsistent with
the provisions of the Warrant Agreement or the Warrant Certificates, (ii)
evidencing the succession of another corporation to AmSouth and the assumption
by any such successor of the covenants of AmSouth contained in such Warrant
Agreement and the Warrants, (iii) appointing a successor depository, (iv)
evidencing and providing for the acceptance of appointment by a successor
Warrant Agent with respect to the Warrants, (v) adding to the covenants of
AmSouth for the benefit of the holders of such Warrants or surrendering any
right or power conferred upon AmSouth under the Warrant Agreement, (vi)
issuing Warrants in definitive form, if such Warrants are initially issued in
the form of Global Securities, or (vii) amending the Warrant Agreement and the
Warrants in any manner that AmSouth may deem to be necessary or desirable and
that will not adversely affect the interests of the holders of such Warrants
in any material respect.
AmSouth and the Warrant Agent may also amend any Warrant Agreement and the
terms of the related Warrants with the consent of the holders of not less than
66 2/3% in number of the unexercised Warrants affected by such amendment, for
the purpose of adding any provisions to or modifying in any manner or
eliminating any of the provisions of such Warrant Agreement or of modifying in
any manner the rights of the holders of such Warrants, except that no such
amendment that (i) changes the Warrants so as to reduce the number or
principal amount of Securities purchasable upon exercise of such Warrants,
(ii) shortens the period of time during which the Warrants may be exercised,
(iii) otherwise adversely affects the exercise rights of the holders of such
Warrants in any material respect, or (iv) reduces the number of unexercised
Warrants the consent of holders of which is required for amendment of the
Warrant Agreement or the related Warrants, may be made without the consent of
each holder affected thereby.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Warrant Agreement will provide that AmSouth may consolidate or merge
with or into any other corporation or sell, lease, transfer or convey all or
substantially all of its assets to any other corporation, provided that (i)
either AmSouth must be the continuing corporation, or the corporation (if
other than AmSouth) that is formed by or results from any such consolidation
or merger or that receives such assets must be a corporation organized and
existing under the laws of the United States of America or a state thereof and
must assume the obligations of AmSouth with respect to all the unexercised
Warrants and the performance and observance of all of the covenants and
conditions of the applicable Warrant Agreement to be performed or observed by
AmSouth and (ii) AmSouth or such successor corporation, as the case may be,
must not immediately be in default under such Warrant Agreement.
ENFORCEABILITY OF RIGHTS BY HOLDERS OF WARRANTS
Each Warrant Agent will act solely as the agent of AmSouth under the
applicable Warrant Agreement and will not assume any obligation or
relationship of agency or trust for or with any holder of any Warrant except
as expressly set forth under the applicable Warrant Agreement. A single bank
or trust company may act as Warrant
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Agent for more than one issue of Warrants. A Warrant Agent will have no duty
or responsibility in case of any default by AmSouth in the performance of its
obligations under the applicable Warrant Agreement or Warrant including,
without limitation, any duty or responsibility to initiate any proceedings at
law or otherwise or to make any demand upon AmSouth. Any holder of a Warrant
may, without the consent of the related Warrant Agent or the holder of any
other Warrant, enforce by appropriate legal action, in and for its own behalf,
its right to exercise, and receive the Securities purchasable upon exercise
of, its Warrants.
REPLACEMENT OF WARRANT CERTIFICATES
Any destroyed, lost, stolen or mutilated Warrant Certificate will be
replaced by AmSouth at the holder's expense upon delivery to AmSouth and the
applicable Warrant Agent of evidence satisfactory to them of the ownership of
such Warrant Certificate and of the destruction, loss, theft or mutilation of
such Warrant Certificate, and (in the case of mutilation) surrender of such
Warrant Certificate to the applicable Warrant Agent, unless AmSouth or the
Warrant Agent has received notice that such Warrant Certificate has been
acquired by a bona fide purchaser. The holder of such Warrant will also be
required to provide an indemnity satisfactory to the relevant Warrant Agent
and AmSouth before a replacement Warrant Certificate will be issued.
TITLE
AmSouth and each Warrant Agent may treat the registered holder of any
Warrant Certificate as the absolute owner of the Warrants evidenced thereby
(notwithstanding any notice to the contrary) for any purpose and as the person
entitled to exercise the rights attaching to the Warrants evidenced thereby.
See "GLOBAL SECURITIES" below.
GOVERNING LAW
Each Warrant Agreement and the Warrants will be governed by, and construed
in accordance with, the laws of the State of New York.
GLOBAL SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement, the
Securities will be issued in the form of one or more global certificates
(collectively, with respect to each series or issue of Securities, the "Global
Security") registered in the name of a depositary or a nominee of a
depositary. Unless otherwise specified in the applicable Prospectus
Supplement, the depositary will be The Depository Trust Company ("DTC").
AmSouth has been informed by DTC that its nominee will be Cede & Co. ("Cede").
Accordingly, Cede is expected to be the initial registered holder of all
Securities that are issued in global form. No person that acquires a
beneficial interest in such Securities will be entitled to receive a
certificate representing such person's interest in the Securities except as
set forth herein or in the applicable Prospectus Supplement. Unless and until
definitive Securities are issued under the limited circumstances described
below, all references to actions by holders of Securities issued in global
form shall refer to actions taken by DTC upon instructions from its
Participants (as defined below), and all references herein to payments and
notices to holders shall refer to payments and notices to DTC or Cede, as the
registered holder of such Securities.
DTC has informed AmSouth that it is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, that it is a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to Section
17A of the Exchange Act, and that it was created to hold securities for its
participating organizations ("Participants") and to facilitate the clearance
and settlement of securities transactions among Participants through
electronic book-entry, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations, and may include certain other
organizations. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants").
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Persons that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in,
Securities may do so only through Participants and Indirect Participants.
Under a book-entry format, holders may experience some delay in their receipt
of payments, as such payments will be forwarded by the agent designated by
AmSouth to Cede, as nominee for DTC. DTC will forward such payments to its
Participants, which thereafter will forward them to Indirect Participants or
holders. Holders will not be recognized by AmSouth or by the applicable
registrar, transfer agent, Trustee, Depositary or Warrant Agent, or their
agents, as registered holders of the Securities entitled to the benefits of
the Certificate of Incorporation or the applicable Indenture, Deposit
Agreement or Warrant Agreement. Beneficial owners that are not Participants
will be permitted to exercise their rights as such only indirectly through and
subject to the procedures of Participants and, if applicable, Indirect
Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Securities among Participants and to receive and
transmit payments to Participants. Participants and Indirect Participants with
which beneficial owners of Securities have accounts with respect to the
Securities similarly are required by the Rules to make book-entry transfers
and receive and transmit such payments on behalf of their respective account
holders.
Because DTC can act only on behalf of Participants, who in turn act only on
behalf of Participants or Indirect Participants, and on behalf of certain
banks, trust companies and other persons approved by it, the ability of a
beneficial owner of Securities issued in global form to pledge such Securities
to persons or entities that do not participate in the DTC system, or to
otherwise act with respect to such Securities, may be limited due to the
unavailability of physical certificates for such Securities.
DTC has advised AmSouth that DTC will take any action permitted to be taken
by a registered holder of any Securities under the Certificate of
Incorporation or the applicable Indenture, Deposit Agreement or Warrant
Agreement only at the direction of one or more Participants to whose accounts
with DTC such Securities are credited.
Unless otherwise specified in the applicable Prospectus Supplement, a Global
Security will be exchangeable for the relevant definitive Securities
registered in the names of persons other than DTC or its nominee only if (i)
DTC notifies AmSouth that it is unwilling or unable to continue as depository
for such Global Security or if at any time DTC ceases to be a clearing agency
registered under the Exchange Act at a time when DTC is required to be so
registered in order to act as such depository, (ii) AmSouth determines that
such Global Security shall be so exchangeable or (iii) there has occurred and
is continuing a default in the payment of any amount due in respect of the
Securities or, in the case of Debt Securities, an Event of Default or an event
that, with the giving of notice or lapse of time, or both, would constitute an
Event of Default with respect to such Debt Securities. Any Global Security
that is exchangeable pursuant to the preceding sentence will be exchangeable
for Securities registered in such names as DTC directs.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability through DTC of definitive Securities. Upon surrender by DTC of
the Global Security representing the Securities and delivery of instructions
for re-registration, the registrar, transfer agent, Trustee, Depositary or
Warrant Agent, as the case may be, will reissue the Securities as definitive
Securities, and thereafter such persons will recognize the holders of such
definitive Securities as registered holders of Securities entitled to the
benefits of the Certificate of Incorporation or the applicable Indenture,
Deposit Agreement and/or Warrant Agreement.
Except as described above, a Global Security may not be transferred except
as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depositary appointed by AmSouth. Except as
described above, DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a Global Security evidencing all or part of any
Securities unless such beneficial interest is in an amount equal to an
authorized denomination for such Securities.
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PLAN OF DISTRIBUTION
AmSouth may sell Securities to or through underwriters to be designated from
time to time, and also may sell Securities directly to other purchasers or
through agents. The distribution of Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
The Securities will be new issues of securities with no established trading
market. It has not presently been established whether the underwriters, if
any, of such Securities will make a market in such Securities. If a market in
such Securities is made by any such underwriters, such market making may be
discontinued at any time without notice. No assurance can be given as to the
liquidity of the trading market for such Securities.
In connection with the sale of Securities, underwriters may receive
compensation from AmSouth or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters, and any discounts
or commissions received by them from AmSouth and any profit on the resale of
Securities by them may be deemed underwriting discounts and commissions, under
the Securities Act. Any such underwriter or agent will be identified, and any
such compensation received from AmSouth will be described, in the applicable
Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement, the
obligations of any such underwriters to purchase Securities will be subject to
certain conditions precedent, and each of the underwriters with respect to a
sale of Securities will be obligated to purchase all of its Securities if any
are purchased. Unless otherwise indicated in the applicable Prospectus
Supplement, any such agent involved in the offer and sale of the Securities in
respect of which this Prospectus is being delivered will be acting on a "best
efforts" basis for the period of its appointment.
Under agreements that may be entered into by AmSouth, underwriters, agents
and their controlling persons who participate in the distribution of
Securities may be entitled to indemnification by AmSouth against certain
liabilities, including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, AmSouth will
authorize dealers or other persons acting as AmSouth's agents to solicit
offers by certain institutions to purchase any Securities from AmSouth
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by AmSouth. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
any Securities will not at the time of delivery be prohibited under the laws
of the jurisdiction to which such purchaser is subject. The underwriters and
such other agents will not have any responsibility in respect of the validity
or performance of such contracts.
If AmSouth offers and sells Securities directly to a purchaser or purchasers
in respect of which this Prospectus is delivered, purchasers involved in the
reoffer or resale of such Securities, if such purchasers in respect thereof
may be deemed to be underwriters as that term is defined in the Securities
Act, will be named and the terms of such reoffers or resales will be set forth
in the applicable Prospectus Supplement. Such purchasers may then reoffer and
resell such Securities to the public or otherwise at varying prices to be
determined by such purchasers at the time of resale or as otherwise described
in the applicable Prospectus Supplement. Purchasers of Securities directly
from AmSouth may be entitled under agreements that they may enter into with
AmSouth to indemnification by AmSouth against certain liabilities, including
liabilities under the Securities Act, and may engage in transactions with or
perform services for AmSouth in the ordinary course of their business or
otherwise.
29
<PAGE>
Underwriters or agents and their associates may be customers of (including
borrowers from), engage in transactions with, and/or perform services for,
AmSouth and its subsidiaries, or either Trustee, in the ordinary course of
business.
VALIDITY OF THE SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of any Securities offered hereby will be passed upon for AmSouth by
its counsel, Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements of AmSouth included in AmSouth's
Annual Report (Form 10-K) for the year ended December 31, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
With respect to the unaudited consolidated interim financial information for
the three- and nine-month periods ended September 30, 1997 and September 30,
1996, incorporated by reference in this Prospectus, Ernst & Young LLP have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report, included in AmSouth's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, and incorporated herein by reference, states
that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted considering the limited nature of the
review procedures applied. The independent auditors are not subject to the
liability provisions of Section 11 of the Securities Act for their report on
the unaudited interim financial information because the report is not a
"report" or a "part" of the Registration Statement prepared or certified by
the auditors within the meaning of Sections 7 and 11 of the Securities Act.
30
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee............................................. $147,500
Trustees' fees and expenses...................................... 50,000*
Printing and engraving fees...................................... 100,000*
Legal fees and expenses.......................................... 50,000*
Blue Sky fees and expenses....................................... 10,000*
Accounting fees and expenses..................................... 50,000*
Depositary's fees and expenses................................... 10,000*
Warrant agent's fees and expenses................................ 10,000*
Transfer agent and registrar fees and expenses................... 10,000*
Rating agency fees............................................... 100,000*
Miscellaneous.................................................... 62,500*
--------
Total.......................................................... $600,000*
========
</TABLE>
--------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law, a corporation is permitted to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. However,
indemnity may not be granted in respect of a claim, issue or matter as to
which a person has been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
the action or suit was brought has determined upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or such other court deems proper. Expenses
(including attorneys' fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding if the corporation receives an undertaking
by or on behalf of the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification for such expenses. Expenses may be advanced to any former
officer or director or to any other employee or agent of the corporation on
such terms and conditions as the corporation deems appropriate.
If a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described in the preceding paragraph, or in defense of any claim,
issue or matter therein, the corporation is required to indemnify such person
against expenses (including attorney's fees) actually and reasonably incurred
by such person in connection therewith.
The Registrant's Restated Certificate of Incorporation, as amended, provide
for indemnification and exculpation of the directors and officers of the
Registrant to the extent permitted under the Delaware General Corporation Law
as described above.
II-1
<PAGE>
The Registrant maintains a directors' and officers' liability policy to
cover the Registrant and its directors and officers for amounts, subject to
policy limits, that the Registrant may be required to pay by way of
indemnification to its directors or officers under its charter or by-laws or
otherwise and for the protection of individual directors and officers from
losses and liabilities for which they may not be indemnified by the
Registrant.
The forms of Underwriting Agreement included as Exhibits 1(a) and 1(b)
hereto provide for indemnification of directors, certain officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S> <C>
**1(a) Form of Underwriting Agreement (for Debt Securities and
Warrants).
**1(b) Form of Underwriting Agreement (for Common Stock, Preferred
Stock and Depositary Shares).
*4(a) Restated Certificate of Incorporation, as amended, of the
Registrant (incorporated by reference to Exhibit 3-b to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993, file no. 1-7476).
*4(b) By-laws of the Registrant (incorporated by reference to Exhibit
3-b to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, file no. 1-7476).
*4(c) Stockholder Protection Rights Agreement, dated as of June 15,
1989, between the Registrant and AmSouth Bank (formerly AmSouth
Bank, National Association), as Rights Agent (incorporated by
reference to Exhibit 4-a to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1989 (filed with the
Securities and Exchange Commission in Washington, D.C., file no.
1-7476, former file no. 0-6907)).
**4(d) Specimen certificate representing Common Stock.
**4(e) Form of Certificate of Designation with respect to Preferred
Stock.
**4(f) Form of specimen certificate representing Preferred Stock.
**4(g) Form of Deposit Agreement.
**4(h) Form of specimen Depositary Receipt (filed by reference to
Exhibit A to Exhibit 4(g)).
**4(i) Form of Senior Indenture.
**4(j) Form of Senior Debt Security (filed by reference to Article Two
of Exhibit 4(i)).
**4(k) Subordinated Indenture, dated as of May 25, 1994, between the
Registrant and Bankers Trust Company, as Trustee.
**4(l) Form of Supplemental Indenture to Subordinated Indenture.
**4(m) Form of Subordinated Debt Security (filed by reference to
Article Two of Exhibit 4(k)).
**4(n) Form of Warrant Agreement.
**4(o) Form of Warrant Certificate (filed by reference to Exhibit A to
Exhibit 4(n)).
*4(p) Amendment No. 1, dated as of December 18, 1997, to the
Stockholder Protection Rights Agreement, dated as of June 15,
1989, between the Registrant and AmSouth Bank (formerly AmSouth
Bank, National Association), as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K dated December 18, 1997, file no. 1-7476).
*4(q) Stockholder Protection Rights Agreement, dated as of December
18, 1997, between AmSouth and AmSouth Bank, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K dated December 18, 1997, file no. 1-
7476).
**5 Opinion of Sullivan & Cromwell as to the validity of the
Securities.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S> <C>
12(a) Statement regarding computation of ratio of earnings to fixed
charges.
12(b) Statement regarding computation of earnings to fixed charges and
preferred stock dividends.
15 Letter regarding unaudited interim financial information.
**23(a) Consent of Sullivan & Cromwell (filed by reference to Exhibit
5).
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney.
**25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Bankers Trust Company with
respect to Subordinated Debt Securities.
</TABLE>
- --------
* Incorporated by reference.
** To be filed by amendment.
ITEM 17. 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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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)(1)(i) and (a)(1)(ii) do not apply if
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 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.
(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 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
II-3
<PAGE>
is against public policy as expressed in the Act and is, therefore,
unenforceable. 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 of 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.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee in respect of the
Senior Indenture to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
II-4
<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-3 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, ON THE 14TH DAY OF
JANUARY, 1998.
AMSOUTH BANCORPORATION
C. Dowd Ritter*
By__________________________________
(C. DOWD RITTER)
(CHAIRMAN OF THE BOARD, PRESIDENT
AND
CHIEF EXECUTIVE OFFICER AND A
DIRECTOR)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ALL ON THE 14TH DAY OF JANUARY, 1998.
SIGNATURES TITLE
C. Dowd Ritter* Chairman of the Board, President and
- ------------------------------------- Chief Executive Officer and a
(C. DOWD RITTER) Director (Principal Executive Officer)
/s/ Sloan D. Gibson, IV Senior Executive Vice President and
- ------------------------------------- Chief Financial Officer (Principal
(SLOAN D. GIBSON, IV) Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President and
- ------------------------------------- Controller (Principal Accounting
(ROBERT R. WINDELSPECHT) Officer)
J. Harold Chandler* A Director
- -------------------------------------
(J. HAROLD CHANDLER)
Rodney C. Gilbert* A Director
- -------------------------------------
(RODNEY C. GILBERT)
Elmer B. Harris* A Director
- -------------------------------------
(ELMER B. HARRIS)
Donald E. Hess* A Director
- -------------------------------------
(DONALD E. HESS)
Victoria B. Jackson* A Director
- -------------------------------------
(VICTORIA B. JACKSON)
II-5
<PAGE>
SIGNATURES TITLE
Ronald L. Kuehn, Jr*. A Director
- -------------------------------------
(RONALD L. KUEHN, JR.)
James R. Malone* A Director
- -------------------------------------
(JAMES R. MALONE)
Francis A. Newman* A Director
- -------------------------------------
(FRANCIS A. NEWMAN)
Claude B. Nielsen* A Director
- -------------------------------------
(CLAUDE B. NIELSEN)
A Director
- -------------------------------------
(BENJAMIN F. PAYTON, PH.D.)
Herbert A. Sklenar* A Director
- -------------------------------------
(HERBERT A. SKLENAR)
/s/ Carl L. Gorday
*By: _______________________________
(CARL L. GORDAY)
ATTORNEY-IN-FACT
II-6
<PAGE>
EXHIBIT 12(a)
AmSouth Bancorporation
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Nine Months Ended Year Ended December 31,
September 30, 1997 1996 1995 1994 1993 1992
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income 167,275 182,676 174,955 127,290 146,720 116,593
Applicable income taxes 91,325 105,576 100,222 66,050 71,843 47,977
Fixed charges excluding interest on deposits 174,260 204,183 142,506 127,043 70,651 56,570
----------------------------------------------------------------------
Earnings excluding interest on deposits 432,860 492,435 417,683 320,383 289,214 221,140
Interest on deposits 359,760 511,345 549,470 368,961 280,854 295,977
----------------------------------------------------------------------
Earnings including interest on deposits 792,620 1,003,780 967,153 689,344 570,068 517,117
FIXED CHARGES
Interest on indebtedness 163,557 190,095 129,926 111,453 58,472 45,729
Amortization of debt costs and interest
component of rental payments 10,703 14,088 12,580 15,590 12,179 10,841
----------------------------------------------------------------------
Fixed charges excluding interest on deposits 174,260 204,183 142,506 127,043 70,651 56,570
Interest on deposits 359,760 511,345 549,470 368,961 280,854 295,977
----------------------------------------------------------------------
Fixed charges including interest on deposits 534,020 715,528 691,976 496,004 351,505 352,547
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits 2.48 2.41 2.93 2.52 4.09 3.91
Including interest on deposits 1.48 1.40 1.40 1.39 1.62 1.47
</TABLE>
<PAGE>
Exhibit 12(b)
AmSouth Bancorporation
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Dividends
<TABLE>
<CAPTION>
Nine Months Ended Year Ended December 31,
September 30, 1997 1996 1995 1994 1993 1992
-------------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income 167,275 182,676 174,955 127,290 146,720 116,593
Applicable income taxes 91,325 105,576 100,222 66,050 71,843 47,977
Fixed charges excluding interest on deposits 174,260 204,183 142,506 127,043 70,651 56,570
------------ -----------------------------------------------------------
Earnings excluding interest on deposits 432,860 492,435 417,683 320,383 289,214 221,140
Interest on deposits 359,760 511,345 549,470 368,961 280,854 295,977
------------ -----------------------------------------------------------
Earnings including interest on deposits 792,620 1,003,780 967,153 689,344 570,068 517,117
COMBINED FIXED CHARGES AND
PREFERRED DIVIDENDS
Interest on indebtedness 163,557 190,095 129,926 111,453 58,472 45,729
Amortization of debt costs and interest
component of rental payments 10,703 14,088 12,580 15,590 12,179 10,841
Preferred stock dividends -0- -0- -0- -0- -0- -0-
------------ -----------------------------------------------------------
Combined fixed charges and preferred dividends
excluding interest on deposits 174,260 204,183 142,506 127,043 70,651 56,570
Interest on deposits 359,760 511,345 549,470 368,961 280,854 295,977
------------ -----------------------------------------------------------
Combined fixed charges and preferred dividends
including interest on deposits 534,020 715,528 691,976 496,004 351,505 352,547
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS
Excluding interest on deposits 2.48 2.41 2.93 2.52 4.09 3.91
Including interest on deposits 1.48 1.40 1.40 1.39 1.62 1.47
</TABLE>
<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-3) of AmSouth Bancorporation for the registration of up to $500,000,000
of debt or equity securities of our reports dated May 9, 1997, August 14, 1997
and November 14, 1997 relating to the unaudited consolidated interim financial
statements of AmSouth Bancorporation which are included in its Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not 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
January 8, 1998
<PAGE>
EXHIBIT 23(b)
Exhibit 23(b)-- Consent of Ernst & Young LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of AmSouth
Bancorporation for the registration of up to $500,000,000 of debt or equity
securities and to the incorporation by reference therein of our report dated
January 31, 1997, with respect to the consolidated financial statements of
AmSouth Bancorporation included 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
January 8, 1998
<PAGE>
EXHIBIT 24
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ C. Dowd Ritter
-------------------------------------
C. DOWD RITTER
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ J. Harold Chandler
-------------------------------------
J. HAROLD CHANDLER
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Rodney C. Gilbert
_____________________________________
RODNEY C. GILBERT
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Elmer B. Harris
-------------------------------------
ELMER B. HARRIS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Donald E. Hess
_____________________________________
DONALD E. HESS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, her true and lawful
attorney-in-fact and agent, for her and in her name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on this 18th
day of December, 1997.
/s/ Victoria B. Jackson
-------------------------------------
VICTORIA B. JACKSON
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Ronald L. Kuehn, Jr.
-------------------------------------
RONALD L. KUEHN, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ James R. Malone
-------------------------------------
JAMES R. MALONE
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Francis A. Newman
_____________________________________
FRANCIS A. NEWMAN
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Claude B. Nielsen
-------------------------------------
CLAUDE B. NIELSEN
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorporation, a Delaware corporation, (the "Company") does hereby constitute
and appoint each of Stephen A. Yoder, Carl L. Gorday or William H. Caughran,
Jr., and any of them, with full power of substitution, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to
execute and sign a Registration Statement or Statements on Form S-3 and
amendments and supplements thereto to be filed by the Company with the
Securities and Exchange Commission, pursuant to the provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder with respect to equity, debt and other
securities of the Company having an initial aggregate offering price of up to
$500,000,000 to be issued thereunder from time to time, and, further, to
execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement or Statements 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 authorities
and the New York Stock Exchange, Inc., 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 18th
day of December, 1997.
/s/ Herbert A. Sklenar
_____________________________________
HERBERT A. SKLENAR
