<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 1999
AMSOUTH BANCORPORATION
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
DELAWARE No. 1-7476 No. 63-0591257
(State or other jurisdiction of (Commission (IRS employer
incorporation) File Number) Identification No.)
- ----------------------------------------------------------------------
AMSOUTH-SONAT TOWER
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
- ----------------------------------------------------------------------
Registrant's telephone number, including area code: (205) 320-7151
Not applicable
--------------
(Registrant's former address of principal executive office)
<PAGE>
Item 5. Other Events.
- ------ ------------
On May 31, 1999, AmSouth Bancorporation, a Delaware corporation (the
"Registrant"), entered into an Agreement and Plan of Merger by and among the
Registrant, First American Corporation, a Tennessee corporation ("First
American"), and Alpha/Foxtrot Acquisition Corp., a Delaware corporation and a
newly formed wholly owned subsidiary of the Registrant, for a tax-free stock
merger pursuant to which each outstanding share of common stock, par value $2.50
per share, of First American would be converted into 1.871 shares of the
Registrant's common stock par value $1.00 per share (the "Proposed Merger").
In connection with the Proposed Merger, First American entered into an
agreement with the Registrant, dated as of June 1, 1999, granting the Registrant
an option to purchase 23,250,165 shares of First American Common Stock
(approximately 19.9% of those shares outstanding) at a price of $40.1625 per
share, exercisable only under certain circumstances as set forth in such
agreement, and the Registrant entered into a substantially identical agreement
with First American, dated as of June 1, 1999, granting First American an option
to purchase up to 35,025,240 shares of AmSouth Bancorporation Common Stock
(approximately 19.9% of those shares outstanding) at a price of $28.5983 per
share.
This current report on Form 8-K, including the investor materials,
contains certain forward looking statements with respect to the financial
condition, results of operations and business of the Registrant and the
combined company, including statements relating to: (a) the cost savings and
accretion to cash earnings and reported earnings that will be realized from the
Proposed Merger; (b) the impact on revenues of the Proposed Merger and (c) the
restructuring charges expected to be incurred in connection with the Proposed
Merger. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the Proposed Merger
cannot be fully realized or realized within the expected time frame; (2) costs
or difficulties related to the integration of the businesses of Winter and
Summer are greater than expected; (3) revenues following the Proposed Merger are
lower than expected; (4) competitive pressure among depository institutions
increases significantly; (5) changes in the interest rate environment reduce
interest margins; (6) general economic conditions, either nationally or in the
states in which the combined company will be doing business, are less favorable
than expected; or (7) legislation or regulatory changes adversely affect the
businesses in which the combined company would be engaged.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
(c) Exhibits.
99.1 Press release dated June 1, 1999 announcing the Proposed
Merger.
99.2 Investor presenatation materials used by the Registrant on
June 1, 1999 relating to the Proposed Merger.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 1, 1999
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-----------------------
Name: Carl L. Gorday
Title: Assistant Secretary
-3-
<PAGE>
Exhibit Index
99.1 Press release dated June 1, 1999 announcing the Proposed Merger.
99.2 Investor presentation materials used by the Registrant on June 1, 1999
relating to the Proposed Merger.
-4-
<PAGE>
- --------------------------------------------------------------------------------
News AmSouth Bancorporation
Release Post Office Box 11007
Birmingham, Alabama 35288
- --------------------------------------------------------------------------------
[Logo] AmSouth
FOR IMMEDIATE RELEASE
Contact
For Am South For First American
List Underwood (investment community) Carroll Kimball (investment community)
(205) 801-0265 (615) 736-6267
Jim Underwood (news media) Vicki Kessler (news media)
(205) 326-5184 (615) 320-7532
AMSOUTH TO ACQUIRE FIRST AMERICAN IN $6.3 BILLION STOCK MERGER,
CREATING PREMIER SOUTHEAST FINANCIAL SERVICES FRANCHISE
BIRMINGHAM, ALABAMA, and NASHVILLE, TENNESSEE, June 1, 1999 -- AmSouth
Bancorporation (NYSE:ASO) and First American Corporation (NYSE:FAM) today
jointly announced that AmSouth will acquire First American in a tax-free stock
merger. The transaction will create a premier Southeast financial services
franchise serving 2 million households in nine states, with $40 billion in
assets and a market capitalization of more than $11 billion.
Under the terms of the definitive merger agreement, unanimously approved
by the Boards of Directors of both companies, First American shareholders will
receive 1.871 shares of AmSouth common stock for each First American common
share. Based on AmSouth's closing stock price on Friday, May 28, the transaction
is currently valued at approximately $6.3 billion, or $53.09 per First American
share. This price represents a multiple of 17.6 times consensus analyst
estimates of First American's 2000 earnings per share.
<PAGE>
The combined company, which will be called AmSouth Bancorporation, will
have 680 branches in nine Southeastern states with leading market positions in
Tennessee, Florida, Alabama, and Mississippi. The company also have a presence
in Georgia, Louisiana, Arkansas, Kentucky and Virginia, and the largest ATM
network in the Southeast with 1,350 ATMs. The corporate headquarters for the
combined companies will be in Birmingham, and Nashville will be headquarters for
AmSouth's Tennessee banking operations. In addition, AmSouth and First American
will be exploring over the next several months additional opportunities to
leverage the benefits of having a strong presence in the Nashville metropolitan
area.
AmSouth's extensive fee-based business will be significantly enhanced by
the addition of IFC Holdings (INVEST and Investment Centers of America), the
country's largest third-party marketer of investment and insurance products with
$7 billion in product sales anticipated in 1999, and by First American's $3
billion in mutual fund assets under management. These assets will nearly double
AmSouth's mutual fund assets and make it one of the Southeast's largest bank
mutual fund managers.
AmSouth expects the acquisition to be immediately and substantially
accretive to earnings per share. Based on a conservative estimate of synergies,
AmSouth anticipates accretion of approximately 2.5 percent in 2000 and 9 percent
in 2001. The transaction will be accounted for as a pooling of interests and is
expected to be completed in the fourth quarter of 1999, subject to shareholder
approval and customary regulatory approvals. Due diligence is completed, and
19.9 percent cross options are in place.
"This outstanding combination of two complementary and compatible
banking organizations offers compelling strategic and financial benefits," said
C. Dowd Ritter, AmSouth chairman and CEO. "Strategically, it creates a premier
financial services franchise with increased scale, leading positions in
attractive markets through the mid-South and Florida's west coast, and increased
fee-based revenues. The transaction will push AmSouth's already strong return
on equity even higher, ranking it among the top tier of banks in the country.
The combination also will enhance economies of scale which will allow us to
achieve a lower efficiency ratio while continuing to deliver superior customer
service."
<PAGE>
"This is an ideal partnership that brings together both companies'
strong positions in contiguous markets," said Dennis C. Bottorff, chairman and
CEO of First American. "By joining forces with AmSouth, we will create immediate
value as well as long-term upside for our shareholders, provide significant
benefits to our customers and new opportunities for our talented and dedicated
employees."
Ritter will be president and CEO of the combined company. Bottorff will
serve as chairman and be available to assist Ritter until Jan. 1, 2001, to
ensure a smooth transition, after which Ritter will become chairman. In addition
to Bottorff, four other First American directors will join the AmSouth Board,
increasing its size from 12 to 17 members. In conjunction with the transaction,
the AmSouth Board has rescinded its previously approved stock repurchase
program.
AmSouth's financial advisor on the transaction is Donaldson, Lufkin and
Jenrette and its legal advisor is Sullivan & Cromwell. First American's
financial advisor is Merrill Lynch and its legal advisor is Wachtell, Lipton,
Rosen & Katz.
First American Corporation is a $20 billion Nashville, Tennessee, based
financial services holding company with approximately 390 banking offices and
700 ATMs in Arkansas, Georgia, Kentucky, Louisiana, Mississippi, Tennessee and
Virginia. The corporation is the parent company of First American National Bank,
First American Federal Savings Bank and First American Enterprises Inc. and owns
98.75 percent of IFC Holdings Inc. and 49 percent of The SSI Group, Inc., a
healthcare payments processor. Additional information about First American can
be accessed through the company's website at www.fanb.com
Headquartered in Birmingham, Alabama, AmSouth Bancorporation is a
regional bank holding company with assets of $20 billion. AmSouth operates
approximately 290 banking offices and 650 ATMs in Alabama, Florida, Tennessee
and Georgia. AmSouth and its subsidiaries provide a full line of traditional and
nontraditional financial services, including consumer and commercial banking,
mortgages, trust services and investment management. For more information visit
AmSouth's website at www.amsouth.com.
<PAGE>
Enhancing Shareholder Value through
Creation of a Premier Southeast
Financial Services Franchise
[LOGO OF AMSOUTH APPEARS HERE]
Acquires
[LOGO OF FIRST AMERICAN APPEARS HERE]
<PAGE>
FORWARD LOOKING STATEMENT
This presentation contains forward looking statements with respect to the
financial condition, results of operations and business of AmSouth
Bancorporation and, assuming the consummation of the merger, a combined AmSouth
Bancorporation/First American Corporation including statements relating to; (a)
the cost savings and accretion to reported earnings that will be realized from
the merger; (b) the impact on revenues of the merger; and (c) the restructuring
charges expected to be incurred in connection with the merger. These forward
looking statements involve certain risks and uncertainties. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking statements include, among others, the following possibilities:
(1) expected cost savings from the merger cannot be fully realized or realized
within the expected time frame; (2) revenues following the merger are lower than
expected; (3) competitive pressure among depository institutions increases
significantly; (4) costs or difficulties related to the integration of the
businesses of AmSouth Bancorporation and First American Corporation are greater
than expected; (5) changes in the interest rate environment reduce interest
margins; (6) general economic conditions, either nationally or in the states in
which the combined company will be doing business, are less favorable than
expected; or (7) legislation or regulatory changes adversely affect the business
in which the combined company would be engaged.
2
<PAGE>
AmSouth Acquires First American
Terms of the Transaction
Strategic Rationale
Pro Forma Financial Impact
AmSouth Record of Performance
Summary
Appendix
3
<PAGE>
Terms of the Transaction
<PAGE>
Transaction Summary
Fixed Exchange Ratio: 1.871 AmSouth shares per First American
share
Price Per First American Share/(1)/: $53.09
Structure: Merger; Pooling of interests; Tax-free
exchange; 19.9% cross options in place
Transaction Value: $ 6.3 Billion
Expected Closing: Fourth quarter 1999
Due Diligence: Completed, including Y2K review
Systems Conversion: Second quarter 2000
(1) Based on AmSouth's price per share of $28.375 as of May 28, 1999.
5
<PAGE>
Transaction Summary
Management: C. Dowd Ritter - President and CEO
Dennis C. Bottorff - Chairman
Sloan Gibson - CFO and head of integration
team
Board of Directors: 17 members
AmSouth 12
First American 5
Ownership: 44% AmSouth / 56% First American
Name: AmSouth Bancorporation
Headquarters: Birmingham, Alabama
6
<PAGE>
Compelling Economics
. Substantially Accretive to EPS
. 2000 Accretion = 2.7%
. 2001 Accretion = 9.1%
. Internal Rate of Return Significantly Exceeds
AmSouth's Cost of Equity
. IRR = 15.5%
Note: 2000 EPS accretion assumes cost saves 75% phased-in;
revenue enhancements 50% phased-in; and leveraging of excess
capital 60% phased-in.
7
<PAGE>
Principal Benefits
. Enhances Shareholder Value
. Accelerated earnings growth
. Strong and sustainable ROE
. Improved operating efficiency
. Increase in noninterest income as a percentage of total revenues
. Further Diversifies Revenue and Earnings Mix
. More balanced loan portfolio
. Addition of high return fee generating businesses
. Expanded regional footprint
. Creates a Premier Southeast Financial Services Franchise
. Leading positions in key markets
. Enhanced scale across all products and services
8
<PAGE>
Manageable Execution Risk
. Conservative Assumptions for Revenue and Expense Synergies
. Natural Extension of Franchise to Complementary and Contiguous Markets
. Due Diligence is Complete, Including Y2K and Credit
. Common Branch Platforms
. Common Systems Facilitate Ease of Transition
. Deposit system
. Commercial loan system
. Consumer loan system
. Trust system
. Treasury services
9
<PAGE>
Strategic Rationale
<PAGE>
Premier Southeast Financial Services
Franchise
Combined Company's Deposits by State
. $40B in Assets; $28B in Deposits
. $11+B Market Cap
. Over 2 Million Households [MAP APPEARS HERE]
. 680 Branches in 9 States
. #1 ATM Network in the Southeast (1,350 ATM's)
. #3 Small Business Lender HQ'd in the Southeast
. #3 Bank-owned Leasing Company in the Southeast
Source: Sheshunoff Database
11
<PAGE>
Attractive Market Demographics
<TABLE>
<CAPTION>
Personal Median HH
Growth Rates 1998-2003 Population Income Households Income
---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
United States 4.2% 21.6% 5.3% 15.4%
Southeast 5.3% 23.5% 6.5% 15.9%
- -------------------------------------------------------------------------------
The New AmSouth 5.9% 24.3% 7.1% 16.0%
- -------------------------------------------------------------------------------
</TABLE>
Source: Woods & Poole Economics
12
<PAGE>
Leading Share in Key Markets
($ in billions)
Deposit
Market Share Total Branch
Top Ten MSA's Rank Deposits Offices
- ------------------------------------------------------------------------------
Nashville, TN # 1 $3.7 65
Birmingham, AL 2 2.7 40
Tampa-St. Petersburg, Clearwater, FL 4 2.1 44
Jackson, MS 2 1.7 30
Knoxville, TN 2 1.3 27
Chattanooga, TN 1 1.2 35
Mobile, AL 2 1.1 22
Tri-Cities, TN 1 0.9 18
Pensacola, FL 1 0.6 14
Montgomery, AL 3 0.5 10
Source: Sheshunoff Data Services
13
<PAGE>
Strengthened Investment
Services Platform
. Largest Third-party Marketer of Investment and Insurance Products in the
United States (IFC Holdings, Inc.)
. Over $5 billion of products sold in 1998
. 400 financial institution clients in 44 states
. 2,500 registered reps
. Substantial Mutual Fund and Asset Management Capabilities
. $6.5 billion of assets under management
. 37 proprietary mutual funds
. Largest Bank Platform Annuity Sales Force in the Southeast and Among the
Largest in the Country With Over 1,400 Licensed Employees
. 168 Full Service Brokers
14
<PAGE>
Enhanced Noninterest Income
Contribution
AMSOUTH($319MM) FIRST AMERICAN ($471M) PRO FORMA COMBINED ($790M)
[PIE CHART APPEARS HERE] [PIE CHART APPEARS HERE] [PIE CHART APPEARS HERE]
- --------------------------------------------------------------------------------
NONINTEREST INCOME TO TOTAL REVENUES
- --------------------------------------------------------------------------------
31% 39% 35%
- --------------------------------------------------------------------------------
_____________________
Note: Financial data for the twelve months ended December 31, 1998. Excludes
nonrecurring items.
15
<PAGE>
Pro Forma Financial
Impact
<PAGE>
Immediate and Substantial
EPS Accretion
<TABLE>
<CAPTION>
2000 2000 Fully 2001
($ in millions, except per share data) Projected Phased In Projected
--------- ---------- ---------
<S> <C> <C> <C>
Projected Net Income
AmSouth $ 327 $ 327 $ 362
First American 353 353 388
------ ------ ------
Pro Forma Combined $ 680 $ 680 $ 750
------ ------ ------
Adjustments (After-Tax)
Cost Savings $ 62 $ 82 $ 89
Incremental Revenue 7 14 16
Leverage of Excess Equity 6 13 35
------ ------ ------
Pro Forma Earnings $ 755 $ 789 $ 890
Pro Forma EPS $ 1.88 $ 1.96 $ 2.21
AmSouth's EPS Estimates $ 1.83 $ 1.83 $ 2.03
EPS Accretion $ 0.05 $ 0.13 $ 0.18
EPS % Accretion 2.7% 7.1% 9.1%
</TABLE>
Note: Earnings estimates based on First Call as of May 20, 1999; 2000 phase-ins
reflect 50% revenue enhancements, 75% cost savings and 60% leveraging
excess capital; Excludes merger related charges.
17
<PAGE>
Transaction Accelerates AmSouth's EPS
Growth Rate
[GRAPH APPEARS HERE]
Note: 1995-1998 as reported for AmSouth Estimates 1999-2000 based upon First
Call consensus estimates as of May 20, 1999.
(1) Pro forma EPS including fully phased in synergies.
18
<PAGE>
Enhanced Profitability
<TABLE>
<CAPTION>
ASO 2000 Pro 2001 Pro
1Q99 Forma/(1)/ Forma
---- ---------- --------
<S> <C> <C> <C>
ROE 20.1% 21.5% 22.5%
ROA 1.4 1.5 1.6
Efficiency 56.0 50.1 47.2
NIR to Total Revenue 32.8 36.0 37.0
</TABLE>
(1) 2000 phase-in reflects 50% of target revenue enhancements, 75% of target
cost savings and 60% of target leveraging of excess capital. Excludes
merger related charges.
19
<PAGE>
Transaction Synergies
. Cost Savings - $133 Million Pre-tax
(18% of First American's NIE)
. Revenue Enhancements - $23 Million Pre-tax
(5% of First American's NIR)
. Leverage of Excess Equity - $30 Million Pre-tax
20
<PAGE>
Conservative Cost Savings
($ in millions)
Pre-tax Cost Savings
Operations / Systems $ 50
Staff / Support Areas 41
Branch Consolidation 12
Facilities / Purchasing / Contracts 30
---
Total $133
18% of First American's Total Noninterest Expenses.
21
<PAGE>
Revenue Enhancements
. Revenue Enhancements are a Modest 5% of FAM's Noninterest Revenue Base =
$23 Million Pre-tax
. Specific Items Include:
. Platform annuity improvements = $15 - 19 million
. Consumer lending = $8 - 15 million
. Growth in home equity lending
. Risk based pricing
. Additional Opportunities Include:
. Market by market deposit pricing
. Mutual fund sales through INVEST
. Bank owned life insurance
. Improved indirect lending performance profile
22
<PAGE>
Merger & Integration Charges
($ in millions)
Pre-tax Charges:
Employee Related $146
Branch / ATM / Marketing 31
Operations & Data Processing 64
Transaction Related Costs 55
----
Total $296
23
<PAGE>
Comparable Transaction Pricing
<TABLE>
<CAPTION>
Price to
Forward EPS Price Premium to Cost
Acquiror Target Estimate to Book Market Savings/(1)/
------- ------ ----------- ------- ---------- ------------
-----------------------------------------------------------------------------------------------------------------
AmSouth First American 18.9x 3.4x 30% 18%
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Firstar Mercantile 21.0 3.4 29 20
SunTrust Crestar 25.8 4.3 31 17
Star Firstar 22.1 4.1 27 19
Regions First Commercial 23.3 3.8 3 22
First American Deposit Guaranty 25.8 4.2 22 22
National City First of America 22.9 3.8 36 27
First Bank System US Bancorp 17.4 3.4 22 28
-----------------------------------------------------------------------------------------
Mean 22.6x 3.8x 24% 22%
Median 22.9 3.8 27 22
-----------------------------------------------------------------------------------------
</TABLE>
(1) Announced cost savings and revenue enhancement ratios based upon target LTM
financials
24
<PAGE>
Comparable Transaction Pricing
<TABLE>
<CAPTION>
Forward P/E % of Acquiror P/E
----------------------------------------------------------
Multiple Transaction
with with
Acquiror Target Acquiror Multiple Synergies Transaction Synergies
- -------- ------ ------- -------- --------- ----------- ---------
- ------------------------------------------------------------------------------------------------------
AmSouth First American 16.6x 18.9x 14.0x 114% 84%
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Firstar Mercantile 26.1 21.0 17.3 81 66
SunTrust Crestar 23.6 25.8 17.8 109 75
Star Banc Firstar 22.0 22.1 16.3 101 74
Regions First Commercial 16.9 23.3 16.1 138 95
First American Deposits Guaranty 20.6 25.8 16.5 125 80
National City First of America 16.9 22.9 14.1 136 84
First Bank System US Bancorp 14.5 17.4 11.6 120 80
-------------------------------------------------------------------------------
Mean 20.1x 22.6x 15.7x 116% 79%
Median 20.6 22.9 16.3 120 80
-------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
The AmSouth Record
<PAGE>
Goals Set/Goals Met
<TABLE>
<CAPTION>
EPS Growth ROE
------------- --------------
<S> <C> <C>
12-15%
Strategic Goals For 1999 and Beyond Annually 20-22%
- -----------------------------------
First Quarter 1999 Results 15.7% 20.1%
Three Year Goals 1997-1999 18% CAGR 18%+
- --------------------------
1998 Results 19.2% 18.6%
1997 Results 18.2% 16.5%
One Year Goal 1996-1997 10% Per Annum 15%+
- -----------------------
First Quarter 1997 18.1% 15.9%
1996 Results 16.7% 14.3%
</TABLE>
27
<PAGE>
Superior EPS Growth
$ Per Share
[GRAPH APPEARS HERE]
*3Q96 excludes one-time SAIF assessment
28
<PAGE>
Consistently Improving ROE's
[GRAPH APPEARS HERE]
*3Q96 excludes one-time SAIF assessment
29
<PAGE>
Working For The Shareholder
AmSouth Market Capitalization
[GRAPH APPEARS HERE]
30
<PAGE>
Summary
. Financially Compelling
. Immediately and substantially accretive
. Strong, sustainable ROE
. IRR significantly exceeds cost of equity
. Leading Southeastern Franchise
. 2 million households in key markets
. High growth demographic profile
. Enhances Strategic Position
. Broadens product line and revenue sources
. Improved operating efficiency creates competitive advantage
. Manageable Execution Risk
31
<PAGE>
Appendix
<PAGE>
Combined Balance Sheet
($ in millions, as of March 31, 1999)
<TABLE>
<CAPTION>
ASO FAM Combined
-------- -------- --------
<S> <C> <C> <C>
Loans $ 13,194 $ 11,469 $ 24,663
Securities 5,119 6,859 11,978
Other Earning Assets 123 201 324
-------- -------- --------
Total Earning Assets 18,436 18,529 36,965
Loan Loss Allowance (177) (190) (367)
Other Assets 1,825 1,987 3,812
-------- -------- --------
Total Assets $ 20,084 $ 20,326 $ 40,410
======== ======== ========
Total Deposits $ 12,945 $ 14,435 $ 27,380
Purchased Funding 5,308 3,760 9,068
Other Liabilities 403 313 716
Stockholders' Equity 1,428 1,818 3,246
-------- -------- --------
Total Liabilities & Equity $ 20,084 $ 20,326 $ 40,410
======== ======== ========
</TABLE>
33
<PAGE>
Balanced Loan Mix
($ in millions, as of March 31, 1999)
<TABLE>
<CAPTION>
ASO FAM Combined
------------------ ------------------ ------------------
Balances Mix Balances Mix Balances Mix
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Commercial Real Estate $ 3,587 27% $ 1,460 13% $ 5,047 20%
Commercial Loans & Leases 3,622 28 5,568 49 9,190 37
Residential First Mortgages 1,419 11 1,421 12 2,840 12
Home Equity 1,850 14 391 4 2,241 9
Consumer 2,716 20 2,639 22 5,355 22
-------- -------- -------- -------- -------- --------
Total $ 13,194 100% $ 11,479 100% $ 24,673 100%
======== ======== ======== ======== ======== ========
</TABLE>
34
<PAGE>
Favorable Deposit Mix
($ in millions, as of March 31, 1999)
<TABLE>
<CAPTION>
ASO FAM Combined
---------------------- ------------------- -----------------
Balances Mix Balances Mix Balances Mix
-------- ------ -------- ---- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Noninterst-Bearing Demand $ 2,159 17% $ 2,820 19% $ 4,979 18%
Interest-Bearing Demand 4,483 35 5,373 37 9,856 36
Savings 969 7 1,046 7 2,015 7
Time 4,396 34 3,693 25 8,089 29
CD's greater than $100,000 938 7 1,670 12 2,608 10
-------- ------ -------- ---- -------- ----
Total $ 12,945 100% $ 14,602 100% $ 27,547 100%
======== ====== ======== ==== ======== ====
</TABLE>
35
<PAGE>
Net Interest Margin
($ in millions, as of March 31, 1999)
<TABLE>
<CAPTION>
ASO FAM Combined
---------- ---------- ----------
<S> <C> <C> <C>
Yields
- ------
Loan Yield 8.42% 8.29% 8.36%
Investment Yield 6.90 6.55 6.70
Earning Assets 7.98 7.57 7.77
Rates Paid
- ----------
Interest-Bearing Deposits 4.12% 3.74% 3.93%
Interest-Bearing Liabilities 5.11 4.83 5.00
Spreads
- -------
Incremental Interest Spread 3.54% 3.57% 3.55%
Net Interest Margin 4.08 4.23 4.15
</TABLE>
36
<PAGE>
Strong Asset Quality
(As of March 31, 1999)
<TABLE>
<CAPTION>
ASO FAM Combined
--------- --------- ----------
<S> <C> <C> <C>
Allowance/Loans 1.34% 1.65% 1.49%
Annualized Net Charge-offs/ 0.28% 0.33% /(1)/ 0.30%
Average Loans
NPAs/Loans + OREO 0.59% 0.47% 0.53%
Allowance / Non-Performing 265% 415% 326%
Loans
</TABLE>
(1) Net charge-offs for 1Q99 exclude a $7.9 million charge-off on a single loan
to a sub-prime lender.
37
<PAGE>
Capital Ratios
($ in millions, as of March 31, 1999)
ASO FAM Combined
------------ --------- ------------
Average Equity $1,421 $1,805 $3,226
Equity to Assets Ratio 7.18% 8.90% 8.05%
Total Capital Ratio 10.78% 12.58% 11.61%
Leverage Ratio 6.07% 7.99% 7.04%
38
