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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
AmSouth Bancorporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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[AMSOUTH LOGO APPEARS HERE]
March 13, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
AmSouth Bancorporation scheduled for 11:00 A.M., Birmingham, Alabama time, on
Thursday, April 20, 2000 at the auditorium of AmSouth Bank in the AmSouth-
Harbert Plaza, 1901 Sixth Avenue North, in Birmingham, Alabama. The matters
scheduled for consideration at the meeting are described in the attached
Notice of Meeting of Shareholders and Proxy Statement.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend, please complete, sign and return the enclosed proxy
card as soon as possible. This will not affect your right to vote in person or
attend the meeting.
Also enclosed is AmSouth's 1999 Annual Report to Shareholders which contains
additional information about AmSouth, including a financial summary, our
letter to shareholders and selected financial data. We believe that this
information will be useful and informative regarding the current status of
your company.
Sincerely,
/s/ C. Dowd Ritter
C. Dowd Ritter
President and Chief Executive
Officer
<PAGE>
AmSouth
Bancorporation
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Post Office Box 11007
Birmingham, Alabama 35288
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2000
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the regular
Annual Meeting of Shareholders of AMSOUTH BANCORPORATION will be held in the
auditorium of AmSouth Bank in the AmSouth-Harbert Plaza, 1901 Sixth Avenue,
North, in Birmingham, Alabama, on Thursday, April 20, 2000 at 11:00 A.M.,
Birmingham, Alabama time, for the purpose of considering and voting upon the
following matters:
1. The election of five directors of Class III to serve for a term of three
years until the Annual Meeting of Shareholders in 2003 or until their
successors are elected and qualify.
2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for further
information with respect to the matters to be acted upon at the meeting.
Only those shareholders of record at the close of business on February 22,
2000 shall be entitled to receive notice of the meeting and to vote at the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
March 13, 2000 /s/ Stephen A. Yoder
Stephen A. Yoder
Secretary
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WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
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<PAGE>
TABLE OF CONTENTS PAGE
<TABLE>
<S> <C>
Shareholder Letter................................................ Outside Cover
Notice of Meeting................................................. Inside Cover
Proxy Statement................................................... 1
General........................................................... 1
Voting Securities and Principal Holders Thereof................... 1
Election of Directors............................................. 5
Executive Compensation............................................ 13
Voting Procedures................................................. 22
Relationship With Independent Public Accountants.................. 23
Miscellaneous Information......................................... 23
</TABLE>
<PAGE>
PROXY STATEMENT
DATED MARCH 13, 2000
AmSouth Bancorporation
P.O. Box 11007, Birmingham, Alabama 35288
For Annual Meeting of Shareholders
To be Held on April 20, 2000
GENERAL
This Proxy Statement is furnished on or about March 16, 2000, to the
shareholders of AmSouth Bancorporation ("AmSouth" or "the Corporation") in
connection with the solicitation of proxies by the Board of Directors of
AmSouth to be used in voting at the Annual Meeting of Shareholders to be held
on April 20, 2000 and any adjournment or adjournments thereof. If the enclosed
Proxy is properly executed and received by AmSouth before or at the Annual
Meeting, the shares represented thereby will be voted as specified in the
Proxy, but if no specification is made, the shares represented by the Proxy
will be voted for the election of all five of the nominees as directors.
The person giving the enclosed Proxy may revoke it at any time before it is
voted by voting in person at the Annual Meeting or by delivering a later
written proxy or a written revocation to the corporate secretary of AmSouth,
provided such later written proxy or revocation is actually received by the
corporate secretary of AmSouth before the vote of shareholders.
Solicitation of proxies will be made initially by mail. In addition, proxies
may be solicited by directors, officers and other employees of AmSouth and its
subsidiaries, in person, by telephone and by other means. AmSouth has also
retained Morrow & Co., Inc. to assist with the solicitation of proxies for a
fee of $8,500 plus the reimbursement of any out-of-pocket expenses incurred.
It is possible that Morrow & Co. may be paid additional fees depending upon
the services rendered. The cost of preparing, assembling and mailing this
Proxy Statement and other materials furnished to shareholders and all other
expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries who, at the request of AmSouth, mail material
to or otherwise communicate with beneficial owners of the shares held by them,
will be paid by AmSouth.
This Solicitation is made by the Board of Directors of AmSouth.
The purposes of the Annual Meeting are as set forth in the accompanying
"Notice of Meeting of Shareholders." Management of AmSouth does not know of
any matters that may be brought before the Annual Meeting other than as
described in the Notice of Meeting. If any other matters should properly be
brought before the Annual Meeting or any adjournments thereof, the individuals
named on the enclosed Proxy will vote on such matters in accordance with their
discretion.
The Board of Directors urges that you execute and return the enclosed Proxy
as soon as possible and recommends that the shares represented by the Proxy be
voted in favor of the election of the five nominees as directors.
A copy of AmSouth's 1999 Annual Report to Shareholders accompanies this Proxy
Statement. A copy of AmSouth's Annual Report on Form 10-K for the year ended
December 31, 1999 will be furnished without charge to any shareholder who
requests such report in writing from M. List Underwood, Jr., AmSouth
Bancorporation, Investor Relations Department, Post Office Box 11007,
Birmingham, Alabama 35288.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shares of common stock, $1.00 par value per share, are the only authorized
securities of AmSouth entitled to vote, and each outstanding share is entitled
to one vote. Only holders of record of common stock at the close of business
on February 22, 2000 will be entitled to vote at the Annual Meeting. AmSouth
is currently authorized to issue up to seven hundred and fifty million
(750,000,000) shares of such common stock. As of February 22, 2000, there were
387,856,273 shares of common stock of AmSouth issued, outstanding and entitled
to vote.
Shareholders who are participants in AmSouth's Dividend Reinvestment and
Common Stock Purchase Plan (the "DRP") and/or are AmSouth employees who
participate in the AmSouth Thrift Plan or are individuals who have balances in
the FIRST Plan formerly offered by First American Corporation will find that
the enclosed Proxy shows the total of the number of any shares held by them in
their own names (but not in street name through a broker) as well as those
shares, including fractions of shares, held on their behalf by the agent for
the DRP and/or the trustee for the Thrift Plan and the FIRST Plan.
1
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Signing and returning the enclosed Proxy will allow voting of all shares,
including those held by the Dividend Reinvestment Plan agent and the trustee
for the Thrift Plan and the FIRST Plan. Except with respect to the election of
directors and any proposal for a merger or other reorganization, the trustee
for the Thrift Plan may, in its discretion, under the terms of the Thrift
Plan, vote shares for which no directions have been received. The trustee for
the FIRST Plan may vote any shares for which directions have not been
received.
At December 31, 1999 no person was known to the Management of AmSouth to be
the beneficial owner of more than five percent of AmSouth's outstanding common
stock. The following tabulation reflects the number of shares of AmSouth
common stock (rounded to the nearest whole number) beneficially owned by
(i) each director and nominee for director of AmSouth, (ii) the four most
highly compensated executive officers who are not also directors (listed in
the table under the heading "Certain Executive Officers") and (iii) the
directors, nominees and executive officers of AmSouth as a group.
All of the directors of AmSouth have elected to defer receipt of some or all
of the retainer and meeting fees they are paid for service on the Board of
Directors and to receive shares of AmSouth stock instead of cash when the
deferred amounts are paid. Therefore, the ultimate value of the amounts
deferred will be tied to the performance of AmSouth stock. As of February 22,
2000, the directors as a group held 42,054 shares of such deferred stock.
Executive officers of AmSouth may make a similar election to defer receipt of
bonuses and to receive shares of AmSouth stock when the deferred amounts are
paid. Such stock, whether attributable to deferrals by directors or executive
officers, is hereinafter referred to as "Deferred Stock."
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<TABLE>
<CAPTION>
AmSouth Shares Beneficially Owned(/1/) As of February 22, 2000
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Sole Shared Percent of Total
Person, Group or Entity Power(/2/) Power(/3/) Aggregate Outstanding
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<S> <C> <C> <C> <C>
DIRECTORS AND NOMINEES
Dennis C. Bottorff...... 1,784,465(/4/) 0 1,784,465 *
J. Harold Chandler...... 28,670 0 28,670 *
James E. Dalton, Jr..... 12,346 0 12,346 *
Earnest W. Deavenport,
Jr..................... 48,974 0 48,974 *
Rodney C. Gilbert....... 23,260 0 23,260 *
Elmer B. Harris......... 15,312 4,707 20,019 *
James A. Haslam II...... 287,825 29,980 317,805 *
Thomas E. Hoaglin....... 10,092(/5/) 0 10,092 *
Martha R. Ingram........ 65,877 0 65,877 *
Victoria B. Jackson..... 11,356 0 11,356 *
Ronald L. Kuehn, Jr..... 30,167 3,240 33,407 *
James R. Malone......... 10,139 6,750 16,889 *
Francis A. Newman....... 7,129 0 7,129 *
Claude B. Nielsen....... 14,764 2,186 16,950 *
John N. Palmer.......... 202,917 0 202,917 *
Benjamin F. Payton...... 14,121 0 14,121 *
C. Dowd Ritter.......... 895,401(/6/) 19,333 914,734 *
Herbert A. Sklenar...... 12,123 13,333 25,456 *
CERTAIN EXECUTIVE
OFFICERS
Candice W. Bagby........ 140,449(/7/) 5,300 145,749 *
Sloan D. Gibson, IV..... 214,117(/8/) 14,100 228,217 *
W. Charles Mayer, III... 191,402(/9/) 8,475 199,877 *
E.W. Stephenson, Jr..... 198,945(/10/) 24,000 222,945 *
Directors, Nominees and
Executive Officers as a
group (consisting of
28 persons)............ 4,776,403(/11/) 131,404 4,907,807 1.3%
</TABLE>
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* Less than one percent
3
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Notes
(1) The number of shares reflected are shares which under applicable
regulations of the Securities and Exchange Commission are deemed to be
beneficially owned. Shares deemed to be beneficially owned under such
regulations include shares as to which, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise,
either voting power or investment power is held or shared. The total
number of shares beneficially owned is divided, where applicable, into
two categories: shares as to which voting/investment power is held
solely, and shares as to which voting/investment power is shared.
(2) Unless otherwise indicated in the following notes, if a beneficial owner
is shown as having sole power, the owner has sole voting as well as sole
investment power, and if a beneficial owner is shown as having shared
power, the owner has shared voting power as well as shared investment
power. If ownership of restricted stock is shown, the individual has sole
voting power, but no power of disposition. The amounts in this column
include (a) 675 shares of restricted stock awarded under AmSouth's
Director Restricted Stock Plan to each of directors Chandler, Gilbert,
Harris, Kuehn, Malone, Nielsen, Payton and Sklenar, 450 shares of such
restricted stock awarded to each of directors Dalton, Jackson and Newman
and 100 shares of such restricted stock awarded to each of directors
Deavenport, Haslam, Ingram and Palmer, (b) shares of Deferred Stock held
by the following directors in the amounts (rounded) shown: Chandler--
5,444; Dalton--1,124; Deavenport--562; Gilbert--11,648; Harris--4,823;
Haslam--548; Jackson--314; Kuehn--5,062; Malone--1,870; Newman--2,273;
Nielsen--2,489; Palmer--207; Payton--692; and Sklenar--4,998, and (c)
stock options for 3,750 shares for each of directors Chandler, Dalton,
Gilbert, Harris, Jackson, Kuehn, Malone, Newman, Nielsen, Payton and
Sklenar, stock options for 28,257 shares for each of directors
Deavenport, Haslam and Ingram, and stock options for 5,805 shares for
Mr. Palmer. Option information for directors Bottorff and Ritter are in
footnotes (4) and (6), respectively. For Directors, shares of Deferred
Stock are held under the deferred compensation plan for directors and
have no voting rights. Some individuals are beneficial owners of shares
held by the AmSouth Stock Fund of the AmSouth Thrift Plan. The individual
has sole voting power, but no direct power of disposition, with respect
to the shares held in the Stock Fund, but can elect to move monies in and
out of the Fund and/or change the amount of contributions, thereby
affecting the individual's balance in the Fund.
(3) This column may include shares held in the name of, among others, a
spouse, minor children or certain other relatives sharing the same home
as the director, nominee or executive officer, as to all of which
beneficial ownership is disclaimed by the respective director, nominee
and executive officer.
(4) Includes 925,209 shares which could be acquired within 60 days pursuant
to stock options, 187,500 shares of restricted stock, 402 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan and 35,917 shares held
in the former First American Corporation FIRST Plan.
(5) Includes 92 shares held by the AmSouth Stock Fund of the AmSouth Thrift
Plan.
(6) Includes 295,552 shares which could be acquired within 60 days pursuant
to stock options, 100,000 shares of restricted stock and 73,162 shares
held by the AmSouth Stock Fund of the AmSouth Thrift Plan.
(7) Includes 54,079 shares which could be acquired within 60 days pursuant to
stock options and 2,131 shares held by the AmSouth Stock Fund of the
AmSouth Thrift Plan.
(8) Includes 92,806 shares which could be acquired within 60 days pursuant to
stock options, 6,587 shares held by the AmSouth Stock Fund of the AmSouth
Thrift Plan and 40,640 shares in the Deferred Compensation Plan.
(9) Includes 78,504 shares which could be acquired within 60 days pursuant to
stock options, and 7,990 shares held by the AmSouth Stock Fund of the
AmSouth Thrift Plan.
(10) Includes 66,212 shares that could be acquired within 60 days pursuant to
stock options and 14,718 shares held by the AmSouth Stock Fund of the
AmSouth Thrift Plan.
(11) 181,558 of these shares are held by the AmSouth Stock Fund of the AmSouth
Thrift Plan and the FIRST Plan, 287,500 of these shares are restricted
stock, 1,768,714 of
4
<PAGE>
these shares could be acquired within 60 days pursuant to stock options and
89,948 are shares of Deferred Stock.
As of February 22, 2000, AmSouth held 24,799,115 shares of its common stock
as Treasury shares.
ELECTION OF DIRECTORS
General
Under AmSouth's Restated Certificate of Incorporation, the Board of Directors
is divided into three classes, with the term of office of each class expiring
in successive years. AmSouth's Bylaws provide that the number of directors
will be fixed from time to time by the vote of two-thirds of the directors
then in office who have been elected by the shareholders. The terms of Class
III Directors expire at this Annual Meeting. On April 20, 2000, Director
Herbert A. Sklenar will retire. The terms of Class I and Class II Directors
will expire in 2001 and 2002, respectively. The Board of Directors is
recommending the election to Class III of directors Martha R. Ingram,
Ronald L. Kuehn, Jr., Francis A. Newman, John N. Palmer and C. Dowd Ritter.
Each of the Class III Directors elected at this Annual Meeting will serve
three-year terms expiring at the 2003 Annual Meeting of Shareholders or until
his or her respective successor is elected and qualified, except as provided
in the Bylaws. It is intended that unless "Withhold Authority" is noted as to
all or some of the nominees, proxies in the accompanying form will be voted at
the Annual Meeting for the election of the nominees named below for the term
indicated. If any nominee is not a candidate when the election occurs, it is
intended that the proxies will be voted for the election of the other nominees
and may be voted, unless authorization is withheld, for any substitute
nominees in the discretion of the proxies. Management has no reason to believe
that any nominee will be unable or unwilling to serve as a director if
elected. The names of the nominees and the directors who will continue to
serve unexpired terms and certain information relating to them, including the
business experience of each during the past five years, follow. Each of the
directors of AmSouth is also a director of AmSouth Bank, a wholly-owned
subsidiary of AmSouth.
5
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NOMINEES FOR TERMS EXPIRING IN 2003 (CLASS III)
<TABLE>
<CAPTION>
Director Principal Occupation
Name of Director Age Since for Past 5 Years Other Directorships(/1/)
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<S> <C> <C> <C> <C>
Martha R. Ingram 64 1999 Chairman of the Board, July 1995 to date, Baxter International,
and Director of Public Affairs, 1981 to Inc.
1995, Ingram Industries, Inc. (diversified Ingram Industries,
transportation and energy company, Inc.
distributor of consumer products and a non- Ingram Micro, Inc.
standard automobile insurance company) Weyerhauser Company
Ronald L. Kuehn, Jr. 64 1986 Chairman of the Board, October 1999 to date, Dun & Bradstreet
El Paso Energy Corporation (diversified Corporation
energy company); Chairman of the Board, El Paso Energy
President and Chief Executive Officer, 1986 Corporation
to October 1999, Sonat Inc. (diversified Praxair, Inc.
energy holding company) Protective Life
Corporation
Transocean Sedco Forex
Inc.
Union Carbide
Corporation
Francis A. Newman 51 1997 Chairman of the Board, February 1997 to Eckerd Corporation
date, Chief Executive Officer, February 1996 JoAnn Stores, Inc.
to date, and President and Chief Operating Jabil Circuit, Inc.
Officer, July 1993 to date, Eckerd
Corporation (retail drug company)
John N. Palmer 65 1999 Chairman of the Board, January 2000 to date, Eastgroup Properties,
GulfSouth Capital, Inc. (venture capital); Inc.
Chairman of the Board, 1989 to 1999, SkyTel
Communications, Inc. (telecommunications
company)
C. Dowd Ritter 52 1993 Chairman of the Board of AmSouth, September Alabama Power Company
1996 to October 1999, and of AmSouth Bank,
September 1996 to date; President and Chief
Executive Officer, January 1996 to date,
AmSouth and AmSouth Bank; President and
Chief Operating Officer, August 1994 to
December 1995, AmSouth Bank of Alabama
</TABLE>
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Photo of Martha R. Ingram
Photo of Ronald L. Kuehn, Jr.
Martha R. Ingram Ronald L. Kuehn, Jr.
Photo of Francis A. Newman
Photo of John N. Palmer
Francis A. Newman John N. Palmer
Photo of C. Dowd Ritter
C. Dowd Ritter
7
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DIRECTORS WHOSE TERMS EXPIRE IN 2001 (CLASS I)
<TABLE>
<CAPTION>
Director Principal Occupation
Name of Director Age Since for Past 5 Years Other Directorships(/1/)
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<S> <C> <C> <C> <C>
Dennis C. Bottorff 55 1999 Chairman of the Board, October 1999 to date, Dollar General
AmSouth; Chairman of the Board, 1994 to Corporation
October 1999, and Chief Executive Officer, Ingram Industries, Inc.
1991 to October 1999, of First American
Corporation (bank holding company) and First
American National Bank; President, 1991 to
1997, First American Corporation
Rodney C. Gilbert 60 1994 President and Chief Executive Officer,
January 1999 to date, RCG Consulting, LLC
(general business consultant); Chairman of
the Board and Chief Executive Officer, March
1998 to October 1998, Enfinity Corporation
(HVAC, energy and indoor environmental
services); President and Chief Executive
Officer, 1993 to March 1997, Rust
International Inc. (provider of engineering
and environmental and infrastructure
consulting services and other on-site
industrial and related services)
Thomas E. Hoaglin 50 2000 Vice Chairman, February 2000 to date, The Gorman-Rupp
AmSouth and AmSouth Bank; Chairman and Chief Company
Executive Officer, 1997 to 1999, Banc One
Services Corp.; Chairman, 1996 to 1997,
Project One of Bank One Corporation;
Chairman and Chief Executive Officer, 1992
to 1995, Banc One Ohio Corporation (banks or
bank-related entities)
Victoria B. Jackson 45 1997 Consultant/Founder, January 1999 to date, Hussman International,
and President and Chief Executive Officer, Inc.
1977 to January 1999, DSS/ProDiesel, Inc. Meritor Automotive, Inc.
(manufacturer and remanufacturer of major Whitman Corporation
transportation components)
Claude B. Nielsen 49 1993 President and Chief Executive Officer, 1991 Colonial Properties
to date, Coca-Cola Bottling Company United, Trust
Inc. (soft drink bottler)
Benjamin F. Payton 67 1983 President, Tuskegee Morrison Management
University, 1981 to date Specialists, Inc.
Praxair, Inc.
Ruby Tuesday, Inc.
The Liberty Corporation
</TABLE>
8
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Photo of Dennis C. Bottorff
Photo of Rodney C. Gilbert
Dennis C. Bottorff Rodney C. Gilbert
Photo of Thomas E. Hoaglin
Photo of Victoria B. Jackson
Thomas E. Hoaglin Victoria B. Jackson
Photo of Claude B. Nielsen
Photo of Benjamin F. Payton
Claude B. Nielsen Benjamin F. Payton
9
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DIRECTORS WHOSE TERMS EXPIRE IN 2002 (CLASS II)
<TABLE>
<CAPTION>
Director Principal Occupation
Name of Director Age Since for Past 5 Years Other Directorships(/1/)
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<S> <C> <C> <C> <C>
J. Harold Chandler 50 1995 Chairman of the Board, President and Chief Herman Miller, Inc.
Executive Officer, November 1999 to date, UnumProvident
and President and Chief Operating Officer, Corporation
June 1999 to November 1999, UnumProvident
Corporation (insurance company); Chairman of
the Board, April 1996 to June 1999, and
President and Chief Executive Officer,
November 1993 to June 1999, Provident
Companies, Inc. (insurance company)
James E. Dalton, Jr. 57 1998 President and Chief Executive Officer, 1990 US Oncology, Inc.
to date, Quorum Health Group, Inc. (hospital Quorum Health Group,
ownership and management company) Inc. Universal Health
Realty
Income Trust
Earnest W. Deavenport, 61 1999 Chairman of the Board and Chief Executive Eastman Chemical
Jr. Officer, 1994 to date, Eastman Chemical Company
Company (manufacturer of plastic, chemical Milliken and Company
and fiber products)
Elmer B. Harris 60 1989* President and Chief Executive Officer, 1989 Alabama Power Company
to date, Alabama Power Company (public Southern Company
utility)
James A. Haslam II 69 1999 Chairman of the Board, July 1995 to date,
and President and Chief Executive Officer,
1958 to July 1995, Pilot Corporation (retail
operator of travel centers and convenience
stores/gasoline stations)
James R. Malone 57 1994 Chairman of the Board, December 1996 to Ametek, Inc.
date, and Chief Executive Officer, May 1997 HMI Industries, Inc.
to date, HMI Industries, Inc. (producer of
cleaners for residential and commercial use
and other industrial manufactured products);
Partner, July 1998 to date, Rhone Capital
LLC (private investments); Chairman of the
Board and Chief Executive Officer, June 1990
to date, Intek Capital, Inc. (private
investment and business management);
Chairman of the Board, January 1996 to
February 1997, and President and Chief
Executive Officer, May 1993 to December 1995
and September 1996 to February 1997, Anchor
Glass Container Corporation (glass container
manufacturer)
</TABLE>
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* During the period May--November 1995, Mr. Harris was a board member of a
subsidiary bank but was not a member of the Board of AmSouth.
10
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Photo of J. Harold Chandler
Photo of James E. Dalton, Jr.
J. Harold Chandler James E. Dalton, Jr.
Photo of Earnest W. Deavenport, Jr.
Photo of Elmer B. Harris
Earnest W. Deavenport, Jr.
Elmer B. Harris
Photo of James A. Haslam II
Photo of James R. Malone
James A. Haslam II James R. Malone
11
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NOTES
(1) These are directorships with corporations subject to the registration or
reporting requirements of the Securities Exchange Act of 1934 or
registered under the Investment Company Act of 1940.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF DIRECTORS AS SET FORTH IN THIS PROXY STATEMENT.
Certain Information Concerning the Board of Directors and Its Committees
The full Board of Directors met eight times during 1999. To assist it in
carrying out its work, the Board of Directors has the following standing
committees: Audit and Community Responsibility; Executive Compensation;
Director Affairs; Finance and Employee Benefits; Strategic Planning; Trust and
Investment; and an Executive Committee.
The membership of the Audit and Community Responsibility Committee currently
consists of Directors Claude B. Nielsen (Chairman), James E. Dalton, Jr.,
James A. Haslam II, Martha R. Ingram, Victoria B. Jackson, Ronald L. Kuehn,
Jr. and Benjamin F. Payton. This committee is charged by the Board of
Directors with several major functions, including to oversee the audit and
examination of the financial condition of the Corporation and to consider and
review the policies of the Corporation addressing various internal control
matters. In performing these functions, the committee met four times during
1999.
The Executive Compensation Committee is currently composed of Directors J.
Harold Chandler (Chairman), Rodney C. Gilbert, Elmer B. Harris, Martha R.
Ingram, James R. Malone and Claude B. Nielsen and met five times during 1999.
The committee makes recommendations to the Board regarding AmSouth's overall
compensation structure for senior management, is charged with the
administration of AmSouth's executive compensation plans, designates awards
for the senior executives on AmSouth's Management Committee under AmSouth's
benefit plans and approves new executive compensation plans and amendments to
existing plans.
The current members of the Director Affairs Committee are Directors Benjamin
F. Payton (Chairman), J. Harold Chandler, Earnest W. Deavenport, Jr., Victoria
B. Jackson, Ronald L. Kuehn, Jr. and John N. Palmer. In addition to reviewing
potential nominees and recommending new directors, the Director Affairs
Committee is charged with reviewing the structure of the Board and its
operation and recommending changes where appropriate. Procedures whereby
individual shareholders can submit recommendations of persons to be considered
for nomination as a director of AmSouth are described below in the
"MISCELLANEOUS INFORMATION" section of this Proxy Statement. The committee met
twice during 1999.
The Finance and Employee Benefits Committee is currently composed of
Directors Elmer B. Harris (Chairman), James E. Dalton, Jr., Earnest W.
Deavenport, Jr., James A. Haslam II, Francis A. Newman and Herbert A. Sklenar
and met four times during 1999. The committee approves financial and
investment policies, reviews the insurance risk management policy of AmSouth
and oversees various aspects of AmSouth's broad-based employee benefit plans.
The Strategic Planning Committee addresses the mission and strategic plans of
AmSouth and significant issues and opportunities that affect that strategy.
The committee also reviews AmSouth's plans for succession and management
development and the performance of the Chief Executive Officer. The current
members of the committee are all directors other than Mr. Ritter and Mr.
Hoaglin. The committee met twice during 1999.
The Trust and Investment Committee has general oversight responsibility for
the trust and investment activities of AmSouth and its subsidiaries. The
current members of the committee are Directors Rodney C. Gilbert (Chairman),
James R. Malone, Francis A. Newman, John N. Palmer and Herbert A. Sklenar. The
committee met four times during 1999.
The Executive Committee has the power to exercise all of the authority of the
Board of Directors, to the extent allowed by law, and is specifically given
the authority, among other things, to declare dividends. The current members
of the committee are Directors C. Dowd Ritter (Chairman), Dennis C. Bottorff,
J. Harold Chandler, Rodney C. Gilbert, Elmer B. Harris, Ronald L. Kuehn, Jr.,
Claude B. Nielsen and Benjamin F. Payton. The committee did not meet during
1999.
Director Attendance
During 1999, all incumbent directors of AmSouth attended at least 75 percent
of the total number of meetings of the Board of Directors and meetings of the
committees of which they were members except Martha R. Ingram and Francis A.
Newman. AmSouth believes that attendance at meetings is only one means by
which directors may contribute to the effective management of AmSouth and that
the contributions of all directors have been substantial.
12
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
AmSouth is not aware of any instance during 1999 in which directors or
executive officers of AmSouth failed to make timely filings required by
Section 16(a) of the Securities Exchange Act of 1934 other than one late
filing of a Form 4 by E.W. Stephenson, Jr., relating to one transaction.
AmSouth has relied on written representations of its directors and executive
officers and copies of the reports that have been filed in making required
disclosures concerning beneficial ownership reporting.
Certain Relationships, Related Transactions and Legal Proceedings
Certain directors and executive officers of AmSouth and AmSouth Bank, and
certain associates and members of the immediate families of these individuals,
were customers of, and had loan transactions with the banking subsidiaries of
AmSouth in the ordinary course of business during 1999. In addition, certain
of the foregoing are or have been executive officers or 10 percent or more
shareholders in corporations, or members of partnerships, which are customers
of such banking subsidiaries and which have had loan transactions with such
subsidiaries in the ordinary course of business. In the opinion of the
management of AmSouth, all such transactions were made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and corporations and
did not involve more than the normal risk of collectibility or present other
unfavorable features. Transactions of a similar nature will, in all
probability, occur in the future in the ordinary course of business.
On September 13, 1996, Anchor Glass Container Corporation ("Anchor") filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the "Chapter
11 Filing"). At the time of the Chapter 11 Filing, Director James R. Malone
was Chairman, President and Chief Executive Officer of Anchor. Upon filing the
petition, Anchor sought approval of the Bankruptcy Court for the sale of
substantially all of its assets. This sale was approved by the Bankruptcy
Court in December 1996 and was consummated on February 5, 1997. Mr. Malone
ceased to be affiliated with Anchor in February 1997.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides summary information concerning compensation paid
by AmSouth and its subsidiaries to its Chief Executive Officer and each of the
four other most highly compensated executive officers of AmSouth at December
31, 1999 (hereinafter referred to as the "named executive officers"), for the
fiscal years ended December 31, 1999, 1998 and 1997.
13
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------- --------------------------------------
Awards Payouts
--------------------------- ----------
Other Securities
Annual Restricted Underlying
Compensation Stock Options/ LTIP All Other
Name and Principal Position Year Salary($) Bonus($) ($)(/1/) Award(s)($)(/2/) SARs(#) Payouts($) Compensation($)
- --------------------------- ---- --------- ---------- ------------ ---------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Dowd Ritter 1999 $789,167 $1,183,750 $155,521 $2,468,750 400,000 None(/4/) $ 93,387(/5/)
President & Chief 1998 $700,000 $1,092,000 $174,205 $ 0 0 $ 83,825
Executive Officer of 1997 $640,000 $ 900,000 $ 76,328 $ 0 0 $ 46,070
AmSouth & Chairman,
President & Chief
Executive
Officer of AmSouth
Bank
Sloan D. Gibson, IV 1999 $362,500 $ 562,500 $ 49,346 $ 0 150,000 $236,993(/5/)
Senior Executive Vice 1998 $320,000 $ 294,400 $ 42,907 $ 0 0 $ 19,200
President & Tennessee, 1997 $260,000 $ 234,000 $ 26,402 $ 0 0 $ 15,600
Mississippi and
Louisiana
Banking Group Head
Candice W. Bagby 1999 $278,125 $ 500,312 $ 30,131 $ 0 75,000 $ 16,688(/5/)
Senior Executive Vice 1998 $260,000 $ 231,400 $ 51,172 $ 0 0 $ 15,600
President & Consumer 1997 $240,000 $ 204,000 $ 28,898 $ 0 0 $ 14,400
Banking Group Head
E.W. Stephenson, Jr. 1999 $346,250 $ 346,250 $ 56,620 $ 0 100,000 $ 42,667(/5/)
Senior Executive Vice 1998 $320,000 $ 291,200 $117,160 $ 0 0 $ 58,174
President & Florida 1997 $300,000 $ 255,000 $ 35,861 $ 0 0 $ 56,974
Banking Group Head
W. Charles Mayer, III 1999 $305,208 $ 286,896 $ 44,253 $ 0 100,000 $ 23,213(/5/)
Senior Executive Vice 1998 $280,000 $ 249,200 $ 50,506 $ 0 0 $ 22,000
President & Alabama 1997 $260,000 $ 221,000 $ 43,592 $ 0 0 $ 20,800
Banking Group Head
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These amounts include tax gross-ups and perquisites such as club dues,
auto allowances, supplemental long term disability insurance and financial
planning assistance.
(2) Amount is based on market value on date of grant. Dividends are paid on
all restricted shares. The following table provides information about
restricted shares unreleased as of December 31, 1999.
<TABLE>
<CAPTION>
Aggregate # of Value Based on
Restricted Shares Year End Stock
Name Held(3) Price of $19.3125
---- ----------------- -----------------
<S> <C> <C>
Ritter 353,125 $6,819,727
Gibson 40,500 $ 782,156
Bagby 40,500 $ 782,156
Stephenson 40,500 $ 782,156
Mayer 40,500 $ 782,156
</TABLE>
None of the restricted awards listed in the Summary Compensation Table or
in the Footnote Table above had an original vesting schedule of less than
three years, although vesting is accelerated upon change in control of
AmSouth.
(3) Amounts shown in this column reflect the effects of a three-for-two stock
split in May 1999.
(4) No payouts were made in 1999 under the Long Term Incentive Plan currently
in place for the named executive officers known as the 1997 Performance
Incentive Plan. For further information about this Plan, see the
discussion on pages 19 and 20.
(5) These amounts reflect Company Matching contributions to the AmSouth Thrift
Plan and Supplemental Thrift Plan and payouts related to the former Profit
Sharing Plan as shown below.
<TABLE>
<CAPTION>
Company Prior Profit
Name Match Thrift Sharing Plan
---- ------------ ------------
<S> <C> <C>
Ritter $47,350 $7,670
Gibson $21,750 $ 0
Bagby $16,688 $ 0
Stephenson $20,775 $4,810
Mayer $18,013 $5,200
</TABLE>
In the case of Mr. Ritter, the amount shown in the Summary Compensation
Table also includes the company's share of the annual premium paid in the
amount of $38,367 for the split dollar life insurance under which he is
covered. In the cases of Messrs. Gibson and Stephenson, the amounts shown
in the Summary Compensation Table include relocation-related payments in
the amounts of $215,243 and $17,082, respectively.
14
<PAGE>
Stock Options
The following table contains information regarding the grant of stock
options to the named executive officers during 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR*
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------
Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options/SARs Exercise Price Appreciation for
Underlying Granted to or Base Option Term
Options/SARs Employees in Price ----------------------
Name Granted (#) Fiscal Year ($/Sh) Expiration Date 5%($) 10%($)
- ------------------------ ------------ ------------ -------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
C. Dowd Ritter.......... 400,000 19.3% $24.6875 October 3, 2009 $6,210,320 $15,738,200
Sloan D. Gibson, IV..... 150,000 7.2% $24.6875 October 3, 2009 $2,328,870 $ 5,901,825
Candice W. Bagby........ 75,000 3.6% $24.6875 October 3, 2009 $1,164,435 $ 2,950,913
E. W. Stephenson, Jr.... 100,000 4.8% $24.6875 October 3, 2009 $1,552,580 $ 3,934,550
W. Charles Mayer, III... 100,000 4.8% $24.6875 October 3, 2009 $1,552,580 $ 3,934,550
</TABLE>
- -------
* One-third of the stock options become exercisable each year over a three
year period (except in the case of Mr. Ritter, where vesting is over the
last three years of a five year period), although vesting is accelerated
upon death, disability, retirement or a change in control of AmSouth. The
exercise price is equal to the closing price of AmSouth common stock on the
New York Stock Exchange on the date of grant.
Option Exercises and Holdings
The following table provides information concerning the exercise of stock
options during 1999 by the named executive officers and the unexercised stock
options held by them at December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)(/2/)
Shares Acquired Value Realized ---------------------------- ---------------------------
Name on Exercise (#)(/1/) ($)(/2/) Exercisable / Unexercisable Exercisable / Unexercisable
- ------------------------ -------------------- -------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
C. Dowd Ritter.......... 0 $ 0 295,552 / 400,000 $2,762,302/ $ 0
Sloan D. Gibson, IV..... 0 $ 0 92,806 / 150,000 $ 889,681/ $ 0
Candice W. Bagby........ 0 $ 0 54,079 / 75,000 $ 481,457/ $ 0
E.W. Stephenson, Jr. ... 10,486 $161,307 66,212 / 100,000 $ 608,394/ $ 0
W. Charles Mayer, III... 0 $ 0 78,504 / 100,000 $ 738,713/ $ 0
</TABLE>
- -------
(1) Amounts shown in this column reflect the effects of a three-for-two stock
split in May 1999.
(2) Market value of underlying securities at exercise or year-end, as
applicable, minus the exercise price.
15
<PAGE>
Retirement Plan
The following table shows the estimated annual benefits payable at normal
retirement age (age 65) under AmSouth's qualified defined benefit Retirement
Plan, as well as under a nonqualified Supplemental Retirement Plan. This
supplemental plan provides benefits that would otherwise be denied
participants under the qualified Retirement Plan because of Internal Revenue
Code limitations on qualified plan benefits, as well as additional benefits
that serve to strengthen the competitiveness of AmSouth's overall executive
compensation program. Participants vest in the plans after five years of
service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
Average Annual ---------------------------------------
Covered Compensation 10 15 20 25 30
- -------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 200,000.............................. 34,245 51,624 69,174 86,724 104,274
300,000.............................. 52,245 78,624 105,174 131,724 158,274
400,000.............................. 70,245 105,624 141,174 176,724 212,274
500,000.............................. 88,245 132,624 177,174 221,724 266,274
600,000.............................. 106,245 159,624 213,174 266,724 320,274
700,000.............................. 124,245 186,624 249,174 311,724 374,274
800,000.............................. 142,245 213,624 285,174 356,724 428,274
900,000.............................. 160,245 240,624 321,174 401,724 482,274
1,000,000.............................. 178,245 267,624 357,174 446,724 536,274
1,100,000.............................. 196,245 294,624 393,174 491,724 590,274
1,200,000.............................. 214,245 321,624 429,174 536,724 644,274
1,300,000.............................. 232,245 348,624 465,174 581,724 698,274
1,400,000.............................. 250,245 375,624 501,174 626,724 752,274
1,500,000.............................. 268,245 402,624 537,174 671,724 806,274
1,600,000.............................. 286,245 429,624 573,174 716,724 860,274
1,700,000.............................. 304,245 456,624 609,174 761,724 914,274
1,800,000.............................. 322,245 483,624 645,174 806,724 968,274
</TABLE>
Pursuant to Mr. Ritter's Employment Agreement with AmSouth, if he remains
chief executive officer until he is 55, he will receive a total retirement
benefit ranging from 42 percent to 60 percent of his "Final Average Pay" (as
defined), depending on the age at which he retires. The benefits shown in the
table above are not subject to any deduction for Social Security benefits or
other offset amounts. The compensation covered by the combination of plans
covering the named executive officers is the base salary plus bonus earned for
the year by the executive. The amount of the retirement benefit is determined
by the length of the retiree's credited service under the plans and the annual
average covered compensation, which is the base salary plus bonus for the
retiree for the highest five consecutive calendar years of earnings out of the
last ten years worked. The full years of credited service under the plans for
the named executive officers are as follows: Ms. Bagby: 5 years; Mr. Gibson: 7
years; Mr. Mayer: 21 years; Mr. Ritter: 27 years; and Mr. Stephenson: 24
years. For purposes of calculating the benefit provided under the plans,
credited service in excess of 30 years is disregarded. Benefits shown are
computed as a straight life annuity beginning at age 65.
Compensation of Directors
Fees
Non-employee directors of AmSouth are paid a fee of $4,000 per calendar
quarter ($4,750 for Committee Chairmen) during which the director has served.
In addition, each such director is paid a fee of $1,500 for each meeting of
the Board and $800 for each committee meeting which the director attends.
Individual directors may, at their option, elect to defer the receipt of
directors' fees, and the deferred amounts are deemed invested in AmSouth
common stock. All of the directors of AmSouth have elected to defer receipt of
some or all of the retainer and meeting fees they are paid for service on the
Board of Directors and to invest these fees in Deferred Stock of AmSouth.
Mr. Bottorff began service as Chairman of the Board of Directors of AmSouth in
October 1999 pursuant to an employment agreement with AmSouth that extends
through January 1, 2001. Under the agreement Mr. Bottorff is paid, for the
period beginning October 1, 1999 through the end of his employment agreement
period, a salary and bonus equal to that of the Chief Executive Officer of
AmSouth (subject to a minimum payment amount).
16
<PAGE>
Director Stock Purchase Program
Under AmSouth's Director Stock Purchase Program, directors who own less than
5,000 shares of AmSouth stock and are not within three years of scheduled
retirement from the Board are required to use at least one quarterly
retainer each 15 months to purchase AmSouth stock. This requirement may also be
fulfilled by the deferral of fees that are invested in Deferred Stock as
described in "Fees" above.
Stock Option Plan for Outside Directors
Each non-employee director of AmSouth is a participant in the Stock Option
Plan for Outside Directors. The Plan provides that each year such directors
will each be awarded options to purchase 3,750 shares of AmSouth common stock
at the fair market value of such stock on the date the options are granted. The
options become exercisable approximately one year after date of grant. Options
that are not yet exercisable become exercisable upon the death, retirement or
disability of a director. The first awards of options were made in April 1999.
Director Restricted Stock Plan
Each non-employee director of AmSouth is a participant in the five-year
Director Restricted Stock Plan which was adopted in April 1995 and which ends
on April 1, 2000. Each such director who was a member of the Board of Directors
on the effective date of the Plan (other than directors who were scheduled to
retire before April 1, 2000) was granted 1,000 shares of restricted stock. The
Plan provides that 200 shares granted to each director will vest on April 1 of
each of the years 1996 through 2000. Adjustments are made in outstanding shares
for stock splits and similar corporate events. Each person who first became a
non-employee director after April 20, 1995 has been granted a reduced number of
shares proportionate to the remaining term of the Plan. All shares of
restricted stock will vest immediately upon the director's death or disability.
At the time the restricted stock vests, the director is entitled to receive a
cash tax-offset "supplemental payment" in an amount equal to the amount
necessary to pay the federal and state income tax payable with respect to both
the vesting of the restricted stock and receipt of the supplemental payment,
assuming the director is taxed at the maximum effective tax rate. If a director
leaves the Board of Directors before all of the director's shares of restricted
stock have vested, the unvested shares will be forfeited, except for those
shares that were scheduled to vest on the next April 1, which will vest upon
the director leaving the Board. This Plan will expire on April 1, 2000.
Employment Contract and Change-in-Control Agreements
AmSouth has entered into an employment agreement (the "Agreement") with Mr.
Ritter. The Agreement has an initial term of five years, but contains automatic
renewal provisions such that the remaining term of the Agreement at any given
time will be five years. The Agreement provides that Mr. Ritter will be paid
the following compensation: an annual base salary not less than $900,000; the
opportunity to earn an annual bonus under AmSouth's Executive Incentive Plan; a
one-time grant of 100,000 shares of restricted stock and stock options for
400,000 shares of AmSouth common stock, both of which grants vest in three
equal annual installments beginning on the third anniversary of the date of
grant; a specified total retirement benefit; AmSouth's normal employee benefits
commensurate with his position; reimbursement of reasonable expenses incurred
in accordance with AmSouth's policies; and supplemental life insurance
coverage.
If Mr. Ritter's employment is terminated by AmSouth for reasons other than for
"Cause" or "Disability", or if he terminates his employment for "Good Reason"
(all as defined in the Agreement): (A) he is entitled to be paid a lump sum in
cash equal to the sum of: (i) unpaid base salary through date of termination, a
prorated annual bonus, any previously deferred compensation and accrued
vacation pay (the "Accrued Obligations"); (ii) three times annual compensation;
(iii) a total retirement benefit as calculated under the Agreement ("Retirement
Benefit"); and (iv) accrued benefits under AmSouth's Supplemental Thrift Plan;
(B) all unvested stock awards will vest; and (C) he will be paid any amounts
due under other AmSouth employee benefit plans and certain other benefits. If
employment is terminated due to death or Disability, (A) he or his estate will
be paid the Accrued Obligations and such other benefits as would be paid to
senior executives in such cases, and (B) all unvested restricted stock and
stock options will vest. If Mr. Ritter's employment is terminated for Cause or
if he terminates it without Good Reason, he will be paid his base salary
through date of termination, the Retirement Benefit, and any amounts due under
other AmSouth employee benefit plans. AmSouth will also reimburse Mr. Ritter
for certain excise taxes that he may be obligated to pay as a result of
receiving payments under the Agreement.
AmSouth has also entered into change-in-control agreements with each of the
named executive officers other than Mr. Ritter. These agreements are structured
such that they have an employment period of two years that begins on
17
<PAGE>
the date (the "Effective Date") that a "change of control" (as defined in the
agreement) occurs. During the employment period the executive will be paid the
following compensation: an annual base salary at least equal to twelve times
the highest monthly base salary payable prior to the Effective Date; an annual
bonus at least equal to the highest annual bonus paid for the three years prior
to the Effective Date; the ability to participate in AmSouth's normal employee
benefit plans at an appropriate level; reimbursement for expenses in accordance
with AmSouth policy; and fringe benefits consistent with those previously
afforded the executive.
If, during the two-year period following the change in control, the company
terminates the executive's employment other than for "Cause" or "Disability",
or the executive terminates his or her employment for "Good Reason" (all as
defined in the agreement), the executive will be paid a lump sum payment equal
to the sum of the following: (A) unpaid base salary through the date of
termination, a prorated annual bonus amount, any previously deferred
compensation and accrued vacation pay (the "Accrued Obligations"); (B) three
times annual compensation; (C) the actuarial present value of accrued benefits
under AmSouth's Supplemental Retirement Plan; and (D) aggregate benefits
accrued under AmSouth's Supplemental Thrift Plan. The executive will also be
reimbursed for certain excise taxes that may be due in connection with payments
made under the agreement.
In the event of termination of employment during the employment period due to
death or Disability, the executive or the executive's estate will be paid the
Accrued Obligations and such other benefits as would be paid to peer executives
in such cases. If the executive's employment is terminated during the
employment period (i) for Cause, the executive will be paid unpaid base salary
through termination, deferred compensation and certain other benefits due under
company plans, or (ii) because of voluntary termination by the executive
without Good Reason, the executive will be paid the Accrued Obligations and
other benefits due under company plans.
Information with Respect to Executive Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
The following directors currently serve as members of the Executive
Compensation Committee of AmSouth's Board of Directors:
J. Harold Chandler (Chairman)
Rodney C. Gilbert
Elmer B. Harris
Martha R. Ingram
James R. Malone
Claude B. Nielsen
Directors Ronald L. Kuehn, Jr. and Herbert A. Sklenar also served as members of
the committee for a portion of 1999.
C. Dowd Ritter, President and Chief Executive Officer of AmSouth, serves as a
director of Alabama Power Company, and Elmer B. Harris, President and Chief
Executive Officer of Alabama Power Company, serves as a member of the Executive
Compensation Committee of AmSouth.
Executive Compensation Committee Report on Executive Compensation
Introduction and Overall Philosophy
The Executive Compensation Committee (the "Committee") of AmSouth's Board of
Directors is composed of six non-officer directors. The Committee oversees
AmSouth's executive compensation program and is specifically responsible for
evaluating and approving compensation plans, payments and awards for AmSouth's
most senior executives under this program. During 1999, the Committee held five
meetings.
In discharging this responsibility, the Committee has, for a number of years,
used the services of compensation consultants as a resource, including to
assist in the development of the current AmSouth executive compensation plans.
The following comments are applicable to executive officers of AmSouth (the
eleven members of the corporate Management Committee at year-end 1999),
including the Chief Executive Officer and the named executive officers.
Executive Compensation Program
AmSouth's executive compensation program has as its stated purpose to attract,
reward, retain and motivate the strong leadership necessary to achieve, over
time, superior financial performance. There are three components to the
program: base salary, short term incentives and long term incentives.
Base salary provides the foundation for executive pay; its purpose is to
compensate the executive for performing his or her basic duties. The short term
incentive program is intended to provide rewards for favorable short term
performance. The purpose of the long term incentive program is to provide
incentives and rewards for long term performance and to motivate long term
thinking.
AmSouth provides total compensation opportunities for executives generally
based on a comparison with the practices of a group of Peer Banks as
hereinafter defined. Within this framework, the opportunities are designed with
both an external and internal focus. Externally, the intent is to correlate the
opportunities with AmSouth's performance ranking among the Peer Banks.
Internally, the intent is to correlate the actual awards with AmSouth's
performance results achieved as compared to the short and long term goals set.
18
<PAGE>
The Peer Bank group utilized by AmSouth includes U.S. bank holding companies
with total assets ranging from $20 billion to $100 billion for which
compensation data is available. The Committee believes this is the best
comparison group for AmSouth, both for purposes of establishing competitive
levels of compensation and to compare relative performance. It reflects the
banking industry at an appropriate size relative to AmSouth and is large enough
to provide a valid comparison both for compensation and performance. For
purposes of the stock performance graph comparison contained in this Proxy
Statement, AmSouth has compared itself to the performance of the S&P Regional
Bank Index because it is a conveniently referenced, published index. However,
AmSouth believes that a more select peer group is appropriate for purposes of
establishing executive compensation.
Base Salary
AmSouth's salary ranges are set so that their midpoints are at the average of
the Peer Banks, as those banks are represented in various salary surveys to
which AmSouth has access.
Progress within a particular executive's salary range, and thus an annual base
salary increase, is determined based on:
Projected base salary increases in the banking industry in general; and
The individual's experience, tenure, and individual performance each year.
Base salary adjustments for all executive officers are approved by the
Committee and, with respect to the named executive officers, the base salaries
earned are reflected in the Summary Compensation Table for 1999. In general,
base salaries for executive officers are at the average of the Peer Banks.
Short Term Incentive Program
AmSouth's primary short term incentive plan for its senior managers, the
Executive Incentive Plan, calls for the establishment of annual goals for the
overall Corporation and each business unit. Corporate performance is determined
by the Committee's evaluation of the year's results against the annual goals
approved by the Committee. Goals for objective performance measurement purposes
under the plan may include one or more of the following:
Earnings per Share
Return on Average Assets
Return on Average Equity
Credit Quality Measures
Efficiency Ratio
Loan Growth
Deposit Growth
Non-Interest Revenue Growth
The organizational focus and weighting for the purpose of goal setting and
evaluation varies depending on the Executive Incentive Plan participant
category. Currently, the participants are the members of the corporate
Management Committee. Payments for Officer/Directors (during 1999 only Mr.
Ritter) are based solely on the Corporation's performance against goals. Other
senior executives' payments are based primarily on the Corporation's
performance and, secondarily, on their unit's performance against goals.
Each participant has a "base bonus opportunity," expressed as a percentage of
base pay associated with the achievement of goals. The base bonus opportunities
are established by analyzing the average practices of the previously referenced
Peer Banks as represented in available surveys. Under the Executive Incentive
Plan, these targeted payment percentages differ depending on various
participant levels and positions held, and for the 1999 performance year ranged
from 45% up to 75%.
The actual percentage can range from 0% to 200% of the base bonus opportunity
based on a rating from 0.0 to 2.0 as determined by an evaluation of performance
results against goals. The Committee may exercise downward discretion from
these amounts. Payouts under the Executive Incentive Plan will be made in cash,
and a participant can defer his or her payout by making a written election to
do so prior to the Plan Year in accordance with the AmSouth Bancorporation
Deferred Compensation Plan. Amounts deferred are deemed invested in AmSouth
stock and payouts are made in AmSouth stock.
The Executive Incentive Plan has been approved by the shareholders, and,
therefore, all amounts paid under this Plan will qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code (the "Code") and
will be tax deductible.
In addition, the Committee has the ability to make supplemental bonus awards
in addition to those under the Executive Incentive Plan.
Long Term Incentive Program
1997 Performance Incentive Plan
The 1997 Performance Incentive Plan ("PI Plan") was applied to AmSouth's most
senior officers (the nine members of the corporate Management Committee during
the PI Plan's performance period) to focus their attention and energy on the
bank's three-year strategic plan. The Plan linked cash award opportunities to
the achievement of aggressive goals for EPS and ROE for the three-year period
1997-1999. Participants in the PI Plan were not eligible to receive regular
stock option and restricted stock grants during the 1997-1999 period. The only
grants made to the participants during this
19
<PAGE>
period were the special grants made in October 1999 (see discussion below). In
addition, participants in the PI Plan were invited to (and did) make open
market purchases of AmSouth stock. Each share purchased was matched with a
share of restricted stock that was to vest at retirement. Under the PI Plan,
if any purchased shares were sold within six years from the date of purchase,
such sale reduced (share-for-share) the participant's restricted stock grant.
Inasmuch as the performance goals for 1997-1999 had been achieved or exceeded
by the Fall of 1998, additional cash incentive opportunities linked to new ROE
and EPS goals extending to the end of 2000 were awarded in September 1998.
The merger of AmSouth and First American Corporation triggered the change-in-
control provisions of the PI Plan and the associated restricted stock grants.
Under those provisions, the cash awards for the operative performance periods
were to be paid and vesting of restricted stock was to be accelerated. These
payments were made in 2000.
During the first half of 1999 (prior to entering into merger discussions with
First American), the Committee had directed its consultant and Management to
begin developing recommendations for a long term incentive approach which
would replace the PI Plan when it expired. Prior to the presentation of
recommendations, the merger was announced. Due to the efforts which would be
required to complete the merger and the "pooling of interests" accounting
approach being used, efforts to develop the new long term incentive approach
were postponed until the beginning of 2000. While final design determinations
have not been completed, it is anticipated that the new long term incentive
approach for 2000 will center on the use of performance-based stock option
grants. It is further anticipated that a common program will be used for all
officers and executives who are eligible to participate in the long term
incentive program, rather than applying a different program to the members of
the Management Committee as has been the practice in recent years.
1996 Long Term Incentive Compensation Plan
AmSouth's 1996 Long Term Incentive Compensation Plan (the "1996 LTIP") was
approved by shareholders in 1996 and is qualified under Section 162(m) of the
Code. Its primary purpose is to promote the long term success of AmSouth and
its subsidiaries by providing financial incentives to key employees who are in
positions to make significant contributions toward such success.
The 1996 LTIP is a key component of executive compensation, and two types of
long term incentives were utilized under it in 1999: stock options and
restricted stock grants. As described below, the 1996 LTIP links executives'
interests directly to the interests of shareholders in two ways:
The greater the increase in stock value, the greater the reward to the
executive under both types of incentives; and
The number of shares of restricted stock granted increases as AmSouth's
long term performance against the Peer Banks improves.
AmSouth develops its grant sizes for stock options and restricted stock first
by determining the average of the long term incentive opportunities provided
to executives in similar positions at the Peer Banks. This calculation is made
with the help of an outside consultant. Market data on the Peer Banks is
limited to that available in surveys to which AmSouth has access.
Then, the Committee delivers one-half of that value in the form of stock
options and one-half in the form of a target restricted stock opportunity that
is based on AmSouth's performance against the Peer Banks. (The actual
restricted stock award may differ from the target opportunity depending on
performance, as discussed below.) The Committee believes this strikes an
appropriate balance between incentives for future performance and rewards for
past performance.
Stock Options
Stock options are granted for two primary reasons. First, the Committee
believes that they align executive pay with shareholders' interests, since no
rewards are realized unless the stock value increases. Second, they are the
most prevalent type of long term incentive at the Peer Banks, and the issuance
of options enables AmSouth to be competitive in that respect.
The regular annual awards of options to purchase AmSouth stock that were
granted in 1999 were issued at 100% of the fair market value of AmSouth common
stock on the date of the grant, became exercisable one year after date of
grant, and expire ten years after the date of grant, except in the cases of
death, disability, retirement and change in control. In these cases the
options vest immediately and must be exercised within certain specified
periods following any one of the events noted above. In the case of voluntary
termination or involuntary termination without cause, outstanding vested
options must be exercised within a specified time period. In the case of
termination for cause, all outstanding options are forfeited. To the extent
possible under the Code, such options qualify as "incentive stock options"
under Section 422(a) thereof.
In addition to the regular grants made in February 1999, special stock option
grants were made to selected officers and executives in October 1999. These
grants were made in
20
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recognition of several factors, including contributions made to the culmination
of the merger, retention, consideration for relinquishing prior change-in-
control agreements and reinstitution of a long term incentive element given the
accelerated completion of the PI Plan. These grants were issued at 100% of the
fair market value of AmSouth common stock on the date of grant and will vest
equally over a three-year period. As noted above, AmSouth contemplates the use
of performance-based option grants in the future.
Restricted Stock
Most of the restricted stock grants made in 1999 were based on the percentile
ranking of AmSouth's prior three-year total shareholder return (TSR) against
the Peer Banks. A formula was developed that provides a particular grant based
on the percentile level of performance. The better the performance, the larger
the grant size. Grant sizes can range from 0% to 200% of an average market
grant. One hundred percent of an average market grant would result if AmSouth's
performance is at the 50th percentile of the Peer Banks' performance results.
For the three years ending with 1998, AmSouth's TSR performance was at the 65th
percentile of the Peer Banks. This resulted in a restricted stock grant at 137%
of the targeted Peer Bank average. In addition, a limited number of special
restricted stock grants were made in 1999 primarily to attract new executives
to AmSouth. No shares of restricted stock were granted to the members of the
Management Committee in 1999, except as noted below for Mr. Ritter. For the
restricted stock grants made in 1999, the stock will be held by the Corporation
for three years before it is released to the executive, except in the cases of
death, disability, retirement and change in control. In these cases, the
restricted stock will vest immediately. Executives receive dividends on their
shares and experience the impact of stock price decreases and the rewards of
stock price increases throughout the restriction period. Thus, executives are
encouraged to think in ways that promote corporate performance and benefit
shareholders. These shares also serve as a positive incentive to encourage key
officers to remain with the Corporation, since the stock is forfeited if the
executive leaves prior to the end of the restriction period.
Chief Executive Officer Compensation
Mr. Ritter has served as President and Chief Executive Officer since January
1, 1996. Mr. Ritter's salary was increased based on the Committee's assessment
of his and AmSouth's overall performance. Based on market studies available to
the Committee, the Committee believes Mr. Ritter's current salary is slightly
above the median salary paid by comparable companies. Mr. Ritter's short term
incentive payment for 1999 was reflective of the outstanding performance
results achieved by AmSouth under his leadership. His salary and bonus are
reflected in the Summary Compensation Table. Mr. Ritter also received a special
grant of 100,000 shares of restricted stock and 400,000 shares of stock options
in conjunction with his entering into a new employment contract with AmSouth
following the completion of the merger.
Conclusion
The Committee believes that under the AmSouth Executive Compensation Program,
executive officers' compensation generally has been commensurate with AmSouth's
financial performance and total value received by its shareholders. The
Committee reviews the program on an ongoing basis and will make modifications
as needed to continue to meet AmSouth's business and compensation objectives
with the ultimate goal of maximizing long term shareholder value.
Submitted by the Executive Compensation Committee of the AmSouth
Bancorporation Board of Directors:
J. Harold Chandler (Chairman)
Rodney C. Gilbert
Elmer B. Harris
Martha R. Ingram
James R. Malone
Claude B. Nielsen
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Performance Graph
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of AmSouth's common stock against the cumulative total
return of the S&P 500 Index and the S&P Regional Bank Index for the last five
years. It assumes that the value of the investment in AmSouth common stock and
in each index was $100.00 and that all dividends were reinvested.
[LOGO GRAPH GOES HERE]
AmSouth Stock Performance
5 Year Cumulative Total Return Comparison
AmSouth, S&P 500 & S&P Regional Bank Index
Assumes $100 invested on 12/31/94, with reinvestment of dividends.
<TABLE>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AmSouth $100 $164 $204 $353 $454 $297
S&P 500 $100 $138 $169 $226 $290 $351
S&P Regional Bank $100 $157 $215 $324 $358 $307
</TABLE>
The information provided under the headings "Executive Compensation Committee
Report on Executive Compensation" and "Performance Graph" above shall not be
deemed to be "soliciting material" or to be "filed" with the Securities and
Exchange Commission, or subject to Regulation 14A or 14C, other than as
provided in Item 402 of Regulation S-K, or to liabilities of Section 18 of the
Securities Exchange Act of 1934 and, unless specific reference is made therein
to such headings, shall not be incorporated by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934.
VOTING PROCEDURES
Under the Delaware General Corporation Law (the "DGCL") and AmSouth's Bylaws,
the presence in person or by proxy of a majority of the outstanding shares of
common stock is necessary to constitute a quorum of the shareholders to take
action at the Annual Meeting. For these purposes, shares which are present, or
represented by a proxy, at the Annual Meeting will be counted for quorum
purposes regardless of whether the holder of the shares or the proxy abstains
from voting on any particular matter or whether a broker with discretionary
authority fails to exercise its discretionary voting authority with respect to
any particular matter. Once a quorum of the shareholders is established, under
the DGCL (i) the directors standing for election must be elected by a
plurality of the shares of common stock present, in person or by proxy, at the
Annual Meeting, and (ii) any other action to be taken must be approved by the
vote of the holders of a majority of the shares of common stock present, in
person or by proxy, at the Annual Meeting (unless Delaware law would require a
greater percentage with respect to a specific matter). Abstentions and broker
non-votes will not have an effect on the outcome of the election of directors.
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm selected by the Board of Directors for
the calendar year 2000 is Ernst & Young LLP. Representatives of Ernst & Young
LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement and to respond to appropriate questions.
MISCELLANEOUS INFORMATION
Shareholder Proposals
In order to be included in the proxy materials for AmSouth's 2001 Annual
Meeting, shareholder proposals submitted to AmSouth in compliance with
Securities and Exchange Commission ("SEC") Rule 14a-8 (which concerns
shareholder proposals that are requested to be included in a company's proxy
statement) must be received in written form at AmSouth's executive offices on
or before November 13, 2000. Pursuant to SEC Rules 14a-4 and 14a-5 (which
concern the exercise of discretionary voting authority when a shareholder
commences his or her own proxy solicitation outside of the processes of Rule
14a-8) shareholders are advised that under the advance notice provisions of
AmSouth's Bylaws a shareholder proposal will be considered untimely with
respect to the 2001 Annual Meeting if received by AmSouth after February 19,
2001. For more information on the advance notice provisions of AmSouth's
Bylaws see "Nominations for Directors," below.
Nominations for Directors
AmSouth's Bylaws require shareholders who wish to submit to the Annual
Meeting of Shareholders nominations of persons for election to the Board of
Directors to follow certain procedures. The shareholder must give notice in
writing of the nomination to the Secretary of AmSouth at its office at 1400
AmSouth-Sonat Tower, 1900 Fifth Avenue North, Birmingham, Alabama 35203, not
later than the close of business on the 60th day, nor earlier than the 90th
day, prior to the first anniversary of the preceding year's Annual Meeting.
However, if the date of the Annual Meeting is more than 30 days before or more
than 60 days after such anniversary date, notice to be timely must be
delivered not earlier than the close of business on the 90th day prior to such
Annual Meeting and not later than the close of business on the later of the
60th day prior to the Annual Meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made by
AmSouth. The shareholder must be a shareholder of record at the time the
notice is given. The shareholder's notice must set forth (a) as to each
nominee all information relating to that person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, and Rule 14a-11
thereunder (including the nominee's written consent to being named in the
Proxy Statement as a nominee and to serving as a director if elected) and (b)
as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (i) the name and address of the
shareholder, as they appear on AmSouth's books, and of such beneficial owner
and (ii) the number and class of shares of AmSouth owned of record and
beneficially by such shareholder and such beneficial owner.
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<PAGE>
Please Detach Proxy Card Here
PROXY CARD
AMSOUTH BANCORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephen A. Yoder, T. Kurt Miller and Carl
L. Gorday, and each of them, proxies with full power of substitution to vote
all of the shares of common stock of AmSouth Bancorporation held of record by
the undersigned at the Annual Meeting of Shareholders to be held on Thursday,
April 20, 2000, and at any adjournments thereof. This card also provides voting
instructions for shares held in the AmSouth Bancorporation Thrift Plan, the
FIRST Plan and the AmSouth Bancorporation Dividend Reinvestment and Common Stock
Purchase Plan, and held of record by the trustee and agent of such plans. If no
directions are given, the proxies will vote for the election of all nominees.
The proxies, in their discretion, are further authorized to vote (i) for the
election of a person to the Board of Directors if any nominee named herein
becomes unable to serve or for good cause will not serve, and (ii) on any other
matter that may properly come before the meeting.
(Continued and to be dated and signed on the reverse side.)
AMSOUTH BANCORPORATION
P.O. BOX 11055
NEW YORK, N.Y. 10203-0055
<PAGE>
The Board of Directors recommends
a vote "FOR" Item 1
Proposal 1. Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: Martha R. Ingram, Ronald L. Kuehn, Jr., Francis A. Newman, John N.
Palmer, C. Dowd Ritter
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions _________________________________________________________________
Please sign exactly as name or names appear on this
proxy. When signing as attorney, executor,
administrator, trustee, custodian, guardian or
corporate officer, give full title. If more than
one trustee, all should sign.
Dated: ____________________, 2000
___________________________________
Signature of Shareowner
Mark, Sign, Date and Return the Proxy Card Votes must be indicated
Promptly Using the Enclosed Envelope. (X) in Black or Blue ink. [ ]
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning It in the Enclosed Envelope
