<PAGE>
CUSIP No. 032165-10-2 13G PAGE 1 OF 10 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19 )*
------------
AMSOUTH BANCORPORATION
----------------------
(NAME OF ISSUER)
Common Stock - Par Value $1.00
------------------------------
(Title of Class of Securities)
032165-10-2
-----------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 032165-10-2 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AmSouth Bancorporation
No. 63-0591257
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
4,945,002
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
4,397,477
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,083,255
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 032165-10-2 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AmSouth Bank
No. 63-0935103
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ALABAMA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
4,945,002
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
4,397,477
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,083,255
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 032165-10-2 13G PAGE 4 OF 10 PAGES
AMENDMENT NO. 19
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 1997
Item 1(a) Name of Issuer:
- ---------
AmSouth Bancorporation
Item 1(b) Address of Issuer's Principal Executive Offices:
- ---------
AmSouth/Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
Item 2(a) Name of Persons Filing:
- ---------
AmSouth Bancorporation
AmSouth Bank
Item 2(b) Address of Principal Business Office:
- ---------
AmSouth Bancorporation
AmSouth/Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
AmSouth Bank
AmSouth/Sonat Tower
Birmingham, Alabama 35203
Item 2(c) Citizenship
- ---------
AmSouth Bancorporation is a Delaware corporation. AmSouth Bank is a
bank organized under the laws of the State of Alabama.
Item 2(d) Title of Class of Securities:
- ---------
Common stock, par value $1.00
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CUSIP No. 032165-10-2 13G PAGE 5 OF 10 PAGES
Item 2(e) CUSIP Number: 032165-10-2
- ---------
Item 3 If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
- ------ check whether the person filing is a:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in Section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act
(e) [_] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(ii)(F).
(g) [X] Parent Holding Company, in accordance with Section 240.13d-
1(b)(1)(ii)(G) (Note: See Item 7)
(h) [_] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
- ------
(a) Amount Beneficially Owned:
AMSOUTH BANCORPORATION: 5,083,255
AMSOUTH BANK: 5,083,255
(b) Percent of Class:
AMSOUTH BANCORPORATION: 6.3%
AMSOUTH BANK: 6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or direct the vote:
AMSOUTH BANCORPORATION: 4,945,002
AMSOUTH BANK: 4,945,002
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CUSIP No. 032165-10-2 13G Page 6 of 10 Pages
(iii) sole power to dispose of or to direct the disposition of:
-0-
(iv) shared power to dispose of or to direct the disposition of:
AMSOUTH BANCORPORATION: 4,397,477
AMSOUTH BANK: 4,397,477
Pursuant to Rule 13d-4, it is hereby declared that the filing of this
Statement shall not be construed as an admission that AmSouth
Bancorporation or AmSouth Bank is, for the purpose of Sections 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Statement.
Item 5 Ownership of Five Percent or Less of a Class
- ------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
- ------
All of the shares covered by this Statement are held by trusts and
estates of which AmSouth Bancorporation's subsidiary, AmSouth Bank, is a
fiduciary. No single one of these trusts and estates holds as much as
five percent of the class. Generally, under the terms of the instrument
establishing each such trust or estate, dividends on and proceeds from
the sale of securities held by the trust or estate are paid to it, with
distribution of any such amounts to beneficiaries thereof being made
from the trust or estate pursuant to the terms of the governing
instrument.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
- ------
Security Being Reported on by the Parent Holding Company
See Exhibit 1.
Item 8 Identification and Classification of Members of the Group
- ------
Not applicable.
Item 9 Notice of Dissolution of Group
- ------
Not applicable.
Item 10 Certification
- -------
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CUSIP No. 032165-10-2 13G Page 7 of 10 Pages
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business, and were not acquired for the purpose of, and do not have the
effect of, changing or influencing the control of the issuer of such
securities, and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Signatures:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
February 13, 1998
Date
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-------------------------
Signature
Carl L. Gorday, Assistant Secretary
Name/Title
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CUSIP No. 032165-10-2 13G PAGE 8 OF 10 PAGES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
February 13, 1998
Date
AMSOUTH BANK
By: /s/ Carl L. Gorday
------------------------
Signature
Carl L. Gorday, Vice President
Name/Title
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CUSIP No. 032165-10-2 13G Page 9 of 10 Pages
EXHIBIT 1
TO
AMENDMENT NO. 19
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 1997
The securities covered by this Statement are held in a fiduciary capacity
by the following subsidiary of AmSouth Bancorporation, which is a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and
classified in Item 3(b) of Schedule 13G:
AmSouth Bank
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CUSIP No. 032165-10-2 13G Page 10 of 10 Pages
EXHIBIT 2
TO
AMENDMENT NO. 19
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION,
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 1997
The undersigned, AmSouth Bancorporation and AmSouth Bank, hereby agree
that the foregoing Statement on Schedule 13G is filed on behalf of each of them.
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
--------------------------------
Carl L. Gorday, Assistant Secretary
AMSOUTH BANK
By: /s/ Carl L. Gorday
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Carl L. Gorday, Vice President
