<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______ to ______
Commission File Number 1-7476
AmSouth Bancorporation Thrift Plan
AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
------------------------------------------------
(Full title of plan and the address of plan)
AmSouth Bancorporation
AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
---------------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office)
<PAGE>
AmSouth Bancorporation Thrift Plan
Financial Statements
and Supplemental Schedules
(Modified Cash Basis)
December 31, 1998
with Report of Independent Auditors
<PAGE>
AmSouth Bancorporation Thrift Plan
Financial Statements
and Supplemental Schedules
(Modified Cash Basis)
December 31, 1998
Contents
<TABLE>
<S> <C>
Report of Independent Auditors................................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits (Modified Cash Basis)............ 2
Statement of Changes in Net Assets Available for Benefits (Modified Cash Basis).. 3
Notes to Financial Statements.................................................... 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes....................... 9
Line 27d - Schedule of Reportable Transactions................................... 11
</TABLE>
<PAGE>
Report of Independent Auditors
AmSouth Bancorporation
We have audited the accompanying statements of net assets available for benefits
(modified cash basis) of AmSouth Bancorporation Thrift Plan as of December 31,
1998 and 1997, and the related statements of changes in net assets available for
benefits (modified cash basis) for the year ended December 31, 1998. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements and supplemental schedules
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, on the basis of accounting described in
Note 1.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules (modified
cash basis) of assets held for investment purposes as of December 31, 1998, and
reportable transactions for the year then ended, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
June 17, 1999
TX1
<PAGE>
AmSouth Bancorporation Thrift Plan
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
<TABLE>
<CAPTION>
December 31
1998 1997
----------------------------------
<S> <C> <C>
Assets
Investments, at fair value:
Cash and cash equivalents $ 4,948,847 $ 3,348,150
U.S. government securities 55,687
Corporate common stock 83,481,661 62,296,419
AmSouth mutual funds 66,899,423 62,652,140
Pooled bond funds 12,380,520 10,748,710
Guaranteed investment contracts, at
contract value 20,282,115 20,505,132
----------------------------------
Total investments 187,992,566 159,606,238
Interest and dividends receivable 326,964 824,764
----------------------------------
Net assets available for benefits $188,319,530 $160,431,002
==================================
</TABLE>
See accompanying notes.
TX2
<PAGE>
AmSouth Bancorporation Thrift Plan
Statement of Changes in Net Assets
Available for Benefits
(Modified Cash Basis)
<TABLE>
<CAPTION>
December 31
1998
-----------------
<S> <C>
Additions:
Company contributions $ 6,466,305
Contributions from participants - pre-tax 8,564,671
Contributions from participants - after-tax 873,878
Interest and dividend income 7,957,356
-----------------
23,862,210
Deductions:
Payments to participants 17,561,260
-----------------
6,300,950
Net realized and unrealized appreciation
in fair value of investments 21,587,578
-----------------
Net additions 27,888,528
Net assets available for benefits at
beginning of year 160,431,002
-----------------
Net assets available for benefits at end
of year $188,319,530
=================
</TABLE>
See accompanying notes.
TX3
<PAGE>
AmSouth Bancorporation Thrift Plan
Notes to Financial Statements
December 31, 1998
1. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of AmSouth Bancorporation Thrift Plan (the Plan) have
been prepared on the modified cash basis of accounting, which is an acceptable
alternative method of reporting under regulations issued by the Department of
Labor. Income on securities is recorded on the accrual basis and marketable
securities are recorded as stated below. All other transactions are recorded on
the cash basis.
Investment Valuation
Marketable securities are stated at fair value. Securities which are traded on
a national securities exchange or in the over-the-counter market are valued at
the last reported sales price on the last business day of the year. Investments
for which no sale was reported on that date are valued at the last reported
sales price. Guaranteed investment contracts are valued at contract value, plus
accrued interest, as determined by the insurance companies holding the
investment contracts.
Guaranteed investment contracts are included in the financial statements at
contract value, because they are fully benefit responsive. There are no reserves
against contract value for credit risk of the contract issuer or otherwise. The
average yield rate was approximately 6.4% in 1998. The average crediting
interest rate ranged from 5.67% to 7.47% for 1998.
Use of Estimates
The preparation of financial statements requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
TX4
<PAGE>
AmSouth Bancorporation Thrift Plan
Notes to FInancial Statements (continued)
2. Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more detailed description
of the Plan's provisions.
General
The Plan is a controlled group defined contribution plan. The plan provides
benefits for substantially all employees of the following affiliates of AmSouth
Bancorporation (collectively, the Company):
AmSouth Bancorporation (parent company)
AmSouth Bank
AmSouth Investment Services, Inc.
AmSouth Leasing Corporation
AmSouth Capital Corporation
AmSouth Finance Corporation
Contributions
Effective January 1, 1996, the Plan was amended to increase the maximum
participant contribution through payroll deduction to 15% of salary on a pre-tax
and/or after-tax basis. Post-1995 contributions are matched by the Company at
the rate of 100% of each participant's pretax deferrals and 50% of each
participant's after-tax contributions. The maximum Company match was increased
to 6% of participant's compensation. Post-1995 matching contributions are
invested exclusively in the AmSouth Stock Fund. If the participant elects pre-
tax deferrals and after-tax contributions, all pre-tax deferrals will be matched
first and then after-tax contributions for a combined maximum of 6% of
participant's compensation. All post-1995 participant contributions and post-
1995 matching contributions become 100% vested upon contribution. Contributions
in excess of 6% are not matched.
Benefits under the Plan are based on individual account balances.
Plan Termination
In the event of termination of the Plan, the net assets of the Plan, after
payment of all taxes and expenses, shall be distributed based upon the
participants' individual account balances in either an annuity or an alternative
benefit method determined by the Plan Administrator.
TX5
<PAGE>
AmSouth Bancorporation Thrift Plan
Notes to Financial Statements (continued)
3. Investment Information
The Plan provides for participant directed investment programs in various types
of investment funds. The changes in net assets available for benefits for these
investment funds for the year ended December 31, 1998 are as follows:
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fixed AmSouth Regional Equity Non-
Income Equity Stock Balanced Equity Income Participant
Fund Fund Fund Fund Fund Fund Directed Total
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Company contributions $ - $ - $ 6,466,305 $ - $ - $ - $ - $ 6,466,305
Contributions from participants
pre-tax 1,965,935 2,862,001 1,897,143 1,095,350 478,606 265,636 - 8,564,671
Contributions from participants
after-tax 377,520 189,923 153,657 115,275 21,244 16,259 - 873,878
Interest and dividend income - 4,931,317 1,101,081 1,662,778 155,356 102,381 4,443 7,957,356
Net realized and unrealized
appreciation (depreciation) in fair
value of investments 2,182,048 2,394,753 17,000,717 231,528 (328,828) 107,429 (69) 21,587,578
-----------------------------------------------------------------------------------------------
4,525,503 10,377,994 26,618,903 3,104,931 326,378 491,705 4,374 45,449,788
Deductions:
Distributions 3,984,566 5,526,159 6,270,564 1,209,227 232,515 247,357 90,872 17,561,260
Interfund transfers 2,870,204 (2,987,823) 58,414 (241,700) (486,530) 787,435 - -
-----------------------------------------------------------------------------------------------
Net increase (decrease) 3,411,141 1,864,012 20,406,753 1,654,004 (392,667) 1,031,783 (86,498) 27,888,528
Net assets available for benefits at
beginning of year 34,205,593 43,958,000 63,381,261 14,403,008 2,816,703 1,541,782 124,655 160,431,002
-----------------------------------------------------------------------------------------------
Net assets available for benefits at
end of year $37,616,734 $45,822,012 $83,788,014 $16,057,012 $2,424,036 $2,573,565 $ 38,157 $188,319,530
===============================================================================================
</TABLE>
6
<PAGE>
AmSouth Bancorporation Thrift Plan
Notes to Financial Statements (continued)
3. Investment Information (continued)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------
<S> <C> <C>
AmSouth Equity Fund $45,822,012 $43,875,304
AmSouth Balanced Fund 16,057,012 14,383,642
AmSouth Collective Investment Trust
Stable Principal Fund 12,380,520 10,748,710
AmSouth Bancorporation common stock 83,481,661 62,296,419
</TABLE>
4. Transactions with Parties-in-Interest
The Plan provides for participant directed investment programs in proprietary
mutual funds of the Plan sponsor.
During the year ended December 31, 1998, the Plan purchased $1,000,000 of the
AmSouth-Stable Principal Fund and sold $0 of the same fund.
During the year ended December 31, 1998, the Plan purchased $8,475,265 of the
AmSouth-Equity Fund and sold $8,883,685 of the same fund.
During the year ended December 31, 1998, the Plan purchased $4,026,247 of the
AmSouth-Balanced Fund and sold $2,584,107 of the same fund.
During the year ended December 31, 1998, the Plan purchased $1,208,870 of the
AmSouth-Regional Equity Fund and sold $1,268,583 of the same fund.
During the year ended December 31, 1998, the Plan purchased $1,849,320 of the
AmSouth-Equity Income Fund and sold $920,715 of the same fund.
During the year ended December 31, 1998, the Plan purchased $1,795 of the
AmSouth-Bond Fund and sold $20,481 of the same fund.
7
<PAGE>
AmSouth Bancorporation Thrift Plan
Notes to Financial Statements (continued)
4. Transactions with Parties-in-Interest (continued)
During the year ended December 31, 1998, the Plan purchased $64,353 of the
AmSouth-Prime Obligation Fund and sold $66,109 of the same fund.
During the year ended December 31, 1998, the Thrift Plan purchased $6,938,625 of
the AmSouth-Stock Fund and sold $427,963 of the same. The Thrift Plan also
distributed shares with a carrying value of $1,095,952.
The Company pays for all legal, accounting and other services.
Rockhaven Asset Management, Inc. (Rockhaven) is the investment manager for the
AmSouth Equity Income Fund. Rockhaven is 50% owned by AmSouth Bank.
5. Income Tax Status
The Internal Revenue Service ruled on June 5, 1996 the Plan qualifies under
Section 401(a) of the Internal Revenue Code and, therefore, the related trust is
not subject to tax under present income tax laws. The Plan has been amended
since receiving the determination letter. The Plan Administrator is not aware of
any Plan amendment or course of action or series of events that have occurred
that might adversely affect the qualified status of the Plan.
6. Year 2000 (Unaudited)
The plan sponsor, AmSouth Bancorporation (AmSouth), is in the process of
preparing its computer systems and applications for the Year 2000. This process
involves modifying or replacing certain hardware and software maintained by
AmSouth as well as communicating with external service providers to ensure that
they are taking appropriate action to remedy any Year 2000 issues. Integrated
systems testing and modifications for critical systems were substantially
complete prior to December 31, 1998. Non-critical systems are expected to be
Year 2000 compliant and in operation in 1999. AmSouth expects all third-party
mission critical systems to be fully implemented by June 30, 1999. However,
there can be no guarantee that the systems of other companies on which AmSouth's
systems rely will be timely converted and would not have an adverse impact on
AmSouth's systems. While AmSouth presently believes that its Year 2000 plans
will mitigate the Year 2000 issue, if such modifications and conversions are not
made, or are not completed in a timely way, the Year 2000 issue could have an
impact on AmSouth's operations.
8
<PAGE>
Supplemental Schedules
<PAGE>
AmSouth Bancorporation Thrift Plan
(Plan Number 002)
(Employer Identification Number 63-0591257)
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Current
Lessor, or Similar Party Investment Cost Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pooled bond fund:
*AmSouth Bank Collective Investment Trust Stable Principal Fund $10,289,146 $12,380,520
Guaranteed investment contracts:
State Mutual Life Assurance Co. Guaranteed Interest Contract @ 7.00% due 4/19/99 1,927,223 1,927,223
Life Insurance Co. of Virginia Guaranteed Interest Contract #GS2789 @ 7.07% due 4/22/99 2,055,284 2,055,284
Metropolitan Life Ins. Co. Guaranteed Interest Contract #20130 @ 6.42% due 9/30/00 2,021,251 2,021,251
Hartford Life Ins. Co. Guaranteed Interest Contract #GA30005 @ 6.35% due 1/31/00 2,104,873 2,104,873
Transamerica Occidental Life Guaranteed Interest Contract #51396 @ 6.31% due 12/29/00 1,000,335 1,000,335
Ohio National Life Ins. Co. Guaranteed Interest Contract #GA 5851 @ 7.47% due 4/15/02 1,052,657 1,052,657
Ohio National Life Ins. Co. Guaranteed Interest Contract #GA 5850 @ 7.41% due 12/31/01 1,052,238 1,052,238
Safeco Life Insurance Co. Guaranteed Interest Contract #LP1060432 @ 6.28% due 10/01/02 1,014,281 1,014,281
New York Life Insurance Co. Guaranteed Interest Contract #30588 @ 6.36% due 6/29/01 2,049,486 2,049,486
Businessmen's Assurance Co. Guaranteed Interest Contract #1269 @ 6.01% due 6/29/01 1,004,487 1,004,487
SunAmerica Guaranteed Interest Contract #4087 @ 6.00% due 7/15/02 1,000,000 1,000,000
Protective Life Insurance Co. Guaranteed Interest Contract #1451 @ 6.00% due 9/14/01 2,000,000 2,000,000
A/G Life Insurance Co. Guaranteed Interest Contract #1029 @ 5.67% due 11/20/03 2,000,000 2,000,000
-------------------------
20,282,115 20,282,115
</TABLE>
* Party-in-interest
9
<PAGE>
AmSouth Bancorporation Thrift Plan
(Plan Number 002)
(Employer Identification Number 63-0591257)
Line 27a - Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Current
Lessor, or Similar Party Investment Cost Value
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock:
*AmSouth Bancorporation Corporate Common Stock 24,154,981 83,481,661
Mutual funds:
*AmSouth Bank Equity Fund 37,058,591 45,822,012
Bond Fund 22,403 22,798
Equity Income Fund 2,470,236 2,573,565
Balanced Fund 14,674,276 16,057,012
Regional Equity Fund 2,519,392 2,424,036
---------------------------
56,744,898 66,899,423
Cash and cash equivalents:
*AmSouth Bank Cash and Money Market Fund 4,948,847 4,948,847
---------------------------
$116,419,987 $187,992,566
===========================
</TABLE>
* Party-in-interest
10
<PAGE>
AmSouth Bancorporation Thrift Plan
(Plan Number 002)
(Employer Identification Number 63-0591257)
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current Value
Identity of Party Description of Purchase Selling of Asset on Net Gain
Involved Asset Price Price Cost of Asset Transaction Date or (Loss)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)- Series of transactions in excess of 5% of plan assets:
- ---------------------------------------------------------------------
AmSouth Bank Equity Fund $8,475,265 $ - $8,475,265 $8,475,265
- 8,883,685 6,706,569 8,883,685 $ 2,177,116
</TABLE>
There were no category (i), (ii) or (iv) transactions during the year ended
December 31, 1998.
Note: Lease rental and expense incurred with transaction are not applicable.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMSOUTH BANCORPORATION THRIFT PLAN
AMSOUTH BANK, AS TRUSTEE
Date: 6/25/99 By: /s/Katherine W. Davidson
------- -------------------------
Katherine W. Davidson
Senior Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO EXHIBIT
- ------- -------
23 Consent of Ernst & Young LLP
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-37905 and Form S-8 No. 333-02099) pertaining to the AmSouth
Bancorporation Thrift Plan and in the related Prospectus of our report dated
June 17, 1999, with respect to the financial statements and schedules of the
AmSouth Bancorporation Thrift Plan included in the Annual Report (Form 11-K) for
the year ended December 31, 1998.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 29, 1999
