<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 26, 1999
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7476 63-0591257
(State or other jurisdiction (Commission (IRS Employer
of 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").
Registrant is filing this Form 8-K with respect to a presentation to investors
regarding the Proposed Merger.
This presentation contains certain forward-looking statements with respect
to the financial condition, results of operations and business of the Registrant
and, assuming the consummation of the Proposed Merger, the combined company. You
can find many of these statements by looking for words such as "targeted",
"opportunities", "assumption", "expected", "pro forma," "creates" or similar
expressions. These forward-looking statements involve substantial risks and
uncertainties. Some of the factors that may cause actual results to differ
materially from those contemplated by the forward-looking statements include the
following possibilities:
. combining the businesses of the Registrant and First American may cost
more than we expect;
. integrating the businesses of the Registrant and First American and
retaining key personnel may be more difficult than we expect;
. our revenues after the merger may be lower than we expect, or our
operating costs may be higher than we expect;
. expected cost savings from the merger may not be fully realized or may
not be realized within the expected time frame;
. we may lose more business or customers after the merger than we expect;
. there may be increases in competitive pressure among financial
institutions;
. changes in the interest rate environment may reduce interest margins;
. general economic conditions, either nationally or in some or all of the
states in which the combined company will be doing business, or
conditions in securities markets, may be less favorable than we
currently anticipate;
2
<PAGE>
. legislation or regulatory changes may adversely affect our business; or
. technological changes (including "Year 2000" data system compliance
issues) may be more difficult or expensive than anticipated.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Investor presentation materials used by the Registrant beginning
in August of 1999 relating to the Proposed Merger.
3
<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: August 26, 1999
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-------------------------
Name: Carl L. Gorday
Title: Assistant Secretary
4
<PAGE>
Exhibit Index
99.1 Investor presentation materials used by the Registrant beginning in August
of 1999 relating to the Proposed Merger.
5
<PAGE>
AmSouth/First American
A Winning Combination
August 1999
6
<PAGE>
FORWARD-LOOKING STATEMENTS
This presentation contains certain 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. You can find many of these statements
by looking for words such as "targeted", "opportunities", "assumption",
"expected", "pro forma," "creates" or similar expressions. These forward-looking
statements involve substantial risks and uncertainties. Some of the factors that
may cause actual results to differ materially from those contemplated by the
forward-looking statements include the following possibilities:
. combining the businesses of AmSouth Bancorporation and First American
Corporation may cost more than we expect;
. integrating the businesses of AmSouth Bancorporation and First American
Corporation and retaining key personnel may be more difficult than we
expect;
. our revenues after the merger may be lower than we expect, or our
operating costs may be higher than we expect;
. expected cost savings from the merger may not be fully realized or may
not be realized within the expected time frame;
. we may lose more business or customers after the merger than we expect;
. there may be increases in competitive pressure among financial
institutions;
. changes in the interest rate environment may reduce interest margins;
. general economic conditions, either nationally or in some or all of the
states in which the combined company will be doing business, or
conditions in securities markets, may be less favorable than we
currently anticipate;
. legislation or regulatory changes may adversely affect our business; or
. technological changes (including "Year 2000" data system compliance
issues) may be more difficult or expensive than anticipated.
7
<PAGE>
AmSouth/First American
A Winning Combination
. Creates Leading Southeast Financial Services Franchise
. Strengthens Strategic Position
. Manageable Execution Risk
. Financially Compelling
. Enhances Shareholder Value
<PAGE>
Growing Southeast Markets
Personal Median HH
Growth Rates 1998-2003 Population Income Households Income
---------- -------- ---------- ---------
United States 4.2% 21.6% 5.3% 15.4%
Southeast 5.3% 23.5% 6.5% 15.9%
AmSouth - Proforma 5.9% 24.3% 7.1% 16.0%
Source: Woods & Poole Economics
[MAP APPEARS HERE]
Deposit Market Share Ranking by State
AmSouth
State Rank
----- ----
Alabama 3
Florida 6
AmSouth and First American
State Rank
----- ----
Tennessee 2
Georgia 31
First American
State Rank
----- ----
Arkansas 24
Louisiana 5
Mississippi 2
Kentucky 31
Virginia 40
<PAGE>
Leading Share in Key Markets
[MAP APPEARS HERE]
($ in billions)
Deposit Expected 5-Year
Market Total Branch Wgtd. Growth
Top Ten MSA's Share Rank Deposits Offices Rates Households
- ------------- ---------- -------- ------- ----------------
Nashville, TN #1 $3.7 65 8.4%
Birmingham, AL 2 2.7 40 5.2
Tampa - St. Petersburg -
Clearwater, FL 4 2.1 44 9.3
Jackson, MS 2 1.7 30 6.6
Knoxville, TN 2 1.3 27 8.2
Chattanooga, TN 1 1.2 35 5.6
Mobile, AL 2 1.1 22 8.4
Tri-Cities, TN 1 0.9 18 3.7
Pensacola, FL 1 0.6 14 10.3
Montgomery, AL 3 0.5 10 6.7
<PAGE>
Strong Southeast Franchise
Expected 5-Year
Wgtd. Growth Rates
Households Deposits Offices ATM's Households
---------- -------- ------- ----- ------------------
Tennessee 632,000 $10B 237 617 7.1%
Alabama 517,000 $ 7B 120 229 6.0
Florida 380,000 $ 5B 131 233 10.2
Mississippi 253,000 $ 3B 101 138 5.8
Louisiana 112,000 $ 1B 46 57 5.0
Kentucky/Virginia/
Arkansas/Georgia 206,000 $ 1B 26 91 5-6
--------- ---- --- ----- ---
Total AmSouth 2,100,000 $27B 661 1,365 7.1%
========= ==== === ===== ===
<PAGE>
Among the Leaders in the Southeast
Rank Among
2Q99 Southeast Regional Banks/(1)/
---- -----------------------------
. Annuity Sales (annualized) $ 1.3B 1
. Small Business Lending $ 2.6B 1
. ATM Network 1,365 2
. Bank-Owned Leasing Companies $ 928MM 2
. Mutual Fund Assets $ 6.9B 3
. Consumer Lending/(2)/ $ 7.5B 3
. Managed Trust Assets $ 15.6B 3
. Commercial Lending $ 14.5B 4
/(1)/Excludes Bank of America and First Union
/(2)/Excludes First Residential Mortgages
Sources: American Banker; Kehrer Associates; Lease Finance Monitor
<PAGE>
Manageable Execution Risk
. Tough Decisions Made; Aggressive Integration Timetable
. Conservative Assumptions for Revenue and Expense Synergies
. Training, Support and Common Systems Ease Customer Transition
. Improved Revenue and Earnings Mix
. Complementary Balance Sheets
. Strong Asset Quality
. Management Depth with a Proven Track Record
. Motivated Team
<PAGE>
Tough Decisions Made;
Aggressive Timetable
. All Key Management Assignments Complete
. Organizational Structure in Place
. Business Segment Headquarters Determined
. 1,400 Positions Identified for Elimination
. Closing Ahead of Schedule on October 1
<PAGE>
Conservative Synergy Assumptions
Cost Revenue
Acquiror Target Savings/(1)/ Enhancements/(1)/
- ------------------ ------------------- ------------ -----------------
AmSouth First American 18% 5%
Firstar Mercantile 20 -0-
SunTrust Crestar 17 6
Star Firstar 19 8
Regions First Commercial 22 5
First American Deposit Guaranty 22 14
National City First of America 27 13
First Bank System US Bancorp 28 11
Mean 22% 8%
Median 22 7
(1) Announced cost savings and revenue enhancement ratios based upon target LTM
financials
<PAGE>
Significant Progress in Achieving Synergies
<TABLE>
<CAPTION>
Year 2000 Achieved Today
Assumptions Target vs. 2000 Target
----------- --------- ------------------------------
$ %
------------- ----------
<S> <C> <C> <C>
Revenue Enhancements $23 Million Pretax $ 11.5MM $ 7.0MM 64%
(5% of First American's NIR)
Leverage of Excess Equity--$30 Million Pretax $ 18.0MM $21.5MM 119%
Cost Savings--$133 Million Pretax $100.0MM $ 6.0MM* 6%
(18% of First American's NIE)
</TABLE>
*Annual run rate based on 160 job eliminations.
<PAGE>
Proven Revenue Growth Opportunities
Fully Phased-in
Targeted
($ in Millions) Pre-Tax Revenue
Enhancements
---------------
Capital Management $16.1
Consumer 14.6
Commercial 5.0
-----
Sub-Total $35.7
-----
Bank Owned Life Insurance (BOLI) 13.5
Total Revenue Enhancements $49.2
=====
Balance Sheet Leveraging $31.9
=====
<PAGE>
Cost Savings Concentrated in Support Areas
($ in Millions)
Personnel Other Total
--------- ----- -----
Commercial $10.4 $ 2.5 $ 12.9
Consumer 14.1 11.2 25.3
Capital Management 5.5 1.4 6.9
Support Areas 37.2 50.7 87.9
----- ----- ------
Total $67.2 $65.8 $133.0
===== ===== ======
<PAGE>
Achieving Targeted Savings
Timetable Expected Savings
------------------ ----------------
Legal Merger October 1, 1999 6%
Systems Conversions February-May, 2000 60%
Completion of Integration 2nd/ Half 2000 75%
Fully Phased in Synergies 2001 100%
<PAGE>
Merger-Related Charges
($ in Millions)
Total
------
Personnel $139.3
Branches and Facilities 34.9
Operations and Technology 67.5
Other 54.3
------
Total $296.0
======
<PAGE>
Training and Support Ease
Customer Transition
. Emphasis on Customer Service by Geographic Region
. Decision-making Closer to the Customer
. Gradual Migration of Front Office Procedures to Minimize Disruption
. Transaction Volume Spread Across Multiple Operational Sites
. Branch Support System Utilized
. Broadly-based Incentive Plans
<PAGE>
Common Systems Ease
Customer Transition
. Same Major System Applications
. Deposit System
. Commercial Loan System
. Consumer Loan System
. Treasury Services
. Corporate Account Analysis System
. Same Hardware
. Main Frame
. Check Processing
<PAGE>
Enhanced Noninterest Revenue
Contribution
[PIE CHARTS APPEAR HERE]
<TABLE>
<CAPTION>
AmSouth First American Combined
($88MM) ($126MM) ($214MM)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trust $17M 20% Trust $10M 8% Trust $27M 13%
Investment Services $12M 14% Investment Services $46M 36% Investment Services $58M 27%
Mortgage $ 6M 7% Mortgage $10M 8% Mortgage $16M 8%
Service Charges $26M 29% Service Charges $32M 26% Service Charges $58M 27%
Other $27M 30% Other $28M 22% Other $55M 25%
NONINTEREST INCOME TO TOTAL REVENUES
32% 40% 36%
</TABLE>
Note: Financial data for the quarter ended June 30, 1999.
<PAGE>
Favorable Funding Mix
[PIE CHARTS APPEAR HERE]
<TABLE>
<CAPTION>
AmSouth First American Combined
<S> <C> <S> <C> <S> <C>
Other Funding Sources 33% Other Funding Sources 32% Other Funding Sources 32%
Noninterest-Bearing Demand 12% Noninterest-Bearing Demand 15% Noninterest-Bearing Demand 13%
Interest-Bearing Deposits 24% Interest-Bearing Deposits 28% Interest-Bearing Deposits 26%
Savings 5% Savings 6% Savings 6%
Time 26% Time 19% Time 23%
$18.6B $18.5B $37.1B
</TABLE>
Note: Average balances as of June 30, 1999
<PAGE>
Balanced Loan Portfolio
[PIE CHARTS APPEAR HERE]
<TABLE>
<CAPTION>
AmSouth First American Combined
<S> <C> <S> <C> <S> <C>
Residential First Mortgages 10% Residential First Mortgages 15% Residential First Mortgages 12%
Home Equity 14% Home Equity 3% Home Equity 9%
Dealer 16% Dealer 11% Dealer 14%
Other Consumer 6% Other Consumer 9% Other Consumer 7%
Commercial Real Estate 27% Commercial Real Estate 13% Commercial Real Estate 20%
Commercial Loans & Leases 27% Commercial Loans & Leases 49% Commercial Loans & Leases 38%
$13.4B $11.7B $25.1B
</TABLE>
Note: Average balances as of June 30, 1999
<PAGE>
Strong Asset Quality
(As of June 30, 1999)
ASO FAM Combined Peer(1)
----- ----- -------- -------
Allowance/Loans 1.35% 1.54% 1.44% 1.48%
Annualized Net Charge-offs / 0.24% 0.48% 0.36% 0.41%
Average Loans (YTD)
NPAs / Loans + OREO 0.72% 0.41% 0.57% 0.52%
Allowance / Non-Performing 215% 451% 295% 326%
Loans
(1) Source: KBW Quarterly Briefbook - Assets (greater than) $25B
<PAGE>
Management Depth and Experience
. Dowd Ritter, CEO, 30 Years . Grayson Hall, Operations and
. Sam Tortorici, CFO, 12 Years Technology, 19 Years
. Sloan Gibson, TN, MS, LA, 19 Years . Charles Mayer, Alabama,
. Claire Tucker, Commercial, 24 Years
24 Years . Candice Rogers, Consumer,
. Michael Baker, Capital 27 Years
Management, 29 Years . Rusty Stephenson, Florida,
. David Edmonds, Human 29 Years
Resources, 19 Years . Steve Yoder, General Counsel,
21 Years
253 Cumulative Years Experience
<PAGE>
Deep Pool of Strong Management Talent
. Mix of AmSouth and First American Veterans
and Additions From Other Leading Companies:
. Bank One . Mellon
. Barnett . NationsBank
. First of America . Pepsi
. First Union . US Bancorp
. KeyCorp
<PAGE>
Superior EPS Growth
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1Q95 2Q95 3Q95 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 1Q98 2Q98 3Q98 4Q98 1Q99 2Q99
$ Per Share .20 .21 .23 .24 .24 .25 .26 .27 .29 .30 .31 .32 .34 .36 .37 .38 .39 .42
19% CAGR
</TABLE>
*3Q96 excludes one-time SAIF assessment
<PAGE>
Consistently Improving ROE's
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1Q95 2Q95 3Q95 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 1Q98 2Q98 3Q98 4Q98 1Q99 2Q99
12.3 12.2 13.4 13.7 13.8 14.3 14.4 14.8 15.9 16.3 16.6 17.2 18.0 18.5 18.7 19.1 20.1 20.9
</TABLE>
*3Q96 excludes one-time SAIF assessment
<PAGE>
AmSouth: Goals Set / Goals Met
EPS Growth ROE
------------- -----------
Strategic Goals For 1999 and Beyond 12 - 15%
- ----------------------------------- Annually 20 - 22%
Second Quarter 1999 Results 16.7% 20.9%
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%
<PAGE>
Superior Shareholder Returns
1998 Four Years
----- ----------
Total Returns:
AmSouth 28.7% 354.5%
S&P Regional Bank Index 10.5% 257.5%
S&P 500 28.6% 189.9%
AmSouth Added to the S&P 500 March 9, 1999
Dividends increased 26 Consecutive Years
<PAGE>
Motivated Team
. Long-Term Incentive Plans Will Continue to be Based on ROE and EPS Growth
. $25 Million Incentive Pool for Top 130 First American Managers
. $15 Million Retention Program for First American Production Personnel
<PAGE>
Raising the Bar on Performance
ASO ASO Pro Forma Pro Forma FAM*
FY94 2Q99 FY2000 FY2001 2Q99
----- ----- --------- --------- -----
ROE 10.2% 20.9% 21.5% 22.5% 16.0%
Efficiency Ratio 68.7 55.6 50.1 47.2 59.0
Significant Upside in First American`s Franchise
*Based on Operating Earnings
<PAGE>
Transaction Accelerates AmSouth's
EPS Growth Rate
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1995A 1996A 1997A 1998A 1999E 2000E(3) 2001E(3)
<S> <C> <C> <C> <C> <C> <C>
(1)$0.88 33% (1)$1.03 17% (1)$1.21 17% (1)$1.45 20% (1)$1.63 12% (1)$1.83 (1)$2.03
(2)$1.88 15% (2)$2.21 18%
19% CAGR (1994 - 2001E)
</TABLE>
Note: 1995-1998 as reported for AmSouth. Estimates 1999 - 2000 based upon First
Call consensus estimates as of May 20, 1999.
- -------------------
(1) AmSouth Stand Alone EPS
(2) Pro Forma EPS
(3) 2000 EPS Accretion = 2.7%
2001 EPS Accretion = 9.1%
<PAGE>
Among the Highest Performing Banks
in the U. S.
EPS
Growth ROE
------ ------
AmSouth Financial Goals 12-15% 20-22%
AmSouth - 2000 ProForma 15% 21.5%
Top 50 Banks 14% 18%
Top 10 Banks 14% 20%
Top 50 Banks based on market capitalization; Top 10 banks ranked by P/E; EPS and
ROE for top 50 and top 10 groups as of 2Q99.
<PAGE>
Opportunity for Price Appreciation
AmSouth/(1)/ Top 50 Top 10 S&P500
------------ ------ ------ ------
2000 P/E Ratio 11.9x 13.5x 19.0x 24.1x
AmSouth P/E Multiple Discount 12% 37% 51%
Top 50 Banks based on market capitalization; Top 10 ranked by P/E
/(1)/Based on share price on August 13.
<PAGE>
AmSouth/First American
A Winning Combination
. Creates Leading Southeast Financial
Services Franchise
. Strengthens Strategic Position
. Manageable Execution Risk
. Financially Compelling
. Enhances Shareholder Value
