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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
APRIL 15, 1999
Date of Report (Date of earliest event reported)
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7476 63-0591257
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
AMSOUTH-SONAT TOWER
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
(205) 320-7151
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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AmSouth Bancorporation ("AmSouth") is filing this Current Report on
Form 8-K to report the following:
On April 15, 1999, AmSouth issued a press release announcing the
approval of (a) a three-for-two stock split in the form of a stock dividend in
which each holder will receive one additional share of common stock for each two
shares held, payable on May 24, 1999 to shareholders of record on April 30, 1999
and (b) the repurchase of up to approximately 8.7 million shares of outstanding
AmSouth Common Stock (approximately 13.1 million shares on a post-split basis)
over the next two years.
The three-for-two stock split will be in the form of a 50 percent stock
dividend payable May 24, 1999, to stockholders of record as of April 30, 1999.
As a result of the three-for-two stock split, shareholders of record will
receive one additional share for every two shares held, and cash will be paid in
lieu of fractional shares. In addition, an adjustment will be made to
AmSouth's quarterly cash dividend to reflect the stock split, which, after
rounding, will result in a new quarterly cash dividend of 17 cents per share.
AmSouth stock price listings should reflect the three-for-two stock split
beginning May 25.
The shares to be repurchased will be used to fund stock issued under
the company's dividend reinvestment and employee benefit plans, and for general
corporate purposes. The share repurchase program authorizes purchases to be made
from time to time over the next two years. As of March 31, there were
approximately 118 million AmSouth shares outstanding.
A pro-forma schedule showing the effect of the three-for-two stock
split on selected financial data from the last five years is set forth below.
AMSOUTH BANCORPORATION
SELECTED PRO FORMA FINANCIAL DATA PER COMMON SHARE
ASSUMING THREE-FOR-TWO COMMON STOCK SPLIT
<TABLE>
<CAPTION>
1998 1997 1996* 1996 1995 1994
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<S> <C> <C> <C> <C> <C> <C>
Diluted Earnings Per Common
Share As Reported 2.17 1.82 1.54 1.42 1.32 0.99
Pro Forma 1.44 1.21 1.02 0.95 0.88 0.66
Cash Dividends Declared
As Reported 0.85 0.76 0.72 0.72 0.69 0.63
Pro Forma 0.57 0.51 0.48 0.48 0.46 0.42
</TABLE>
*Excludes one-time assessment with respect to deposits assessable by the Savings
Association Insurance Fund.
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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.
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
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Carl L. Gorday
Assistant Secretary
Date: April 23, 1999
