<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 18, 2000
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7476 63-0591257
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
AMSOUTH-SONAT TOWER
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
Registrant's telephone number, including area code: (205) 320-7151
Not applicable
(Registrant's former address of principal executive office)
<PAGE>
Item 5. Other Events.
------------
AmSouth Bancorporation ("AmSouth") is filing this Current Report on Form
8-K to report its preliminary results of operations for the first quarter of
2000. On April 18, 2000, AmSouth issued a press release describing its results
of operations for the first quarter of 2000. The press release is attached
hereto as Exhibit 99 and is incorporated as part of this Current Report on Form
8-K.
Item 7. Financial Statements and Exhibits.
---------------------------------
The following exhibit is filed as part of this Current Report on Form
8-K:
Exhibit No. Exhibit
99 Press Release of April 18, 2000
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SIGNATURE
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
------------------------
Name: Carl L. Gorday
Title: Assistant Secretary
Date: May 1, 2000
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Exhibit 99
FOR IMMEDIATE RELEASE
Contact: (Investment Community) List Underwood (205) 801-0265
(News Media) Jim Underwood (205) 326-5184
AmSouth posts first quarter earnings from operations
of $152.4 million or $.39 per share, up 11.4 % over last year
Merger integration process on track; $100 million of cost savings expected this
year
BIRMINGHAM, Ala., April 18, 2000 --- AmSouth Bancorporation (NYSE:
ASO) today reported earnings from operations in the first quarter ended March
31, 2000, excluding merger-related charges, of $152.4 million or $.39 per
diluted share. Compared to the same period in 1999, net income from operations
in the 2000 first quarter increased 9.4 percent and earnings per share were up
11.4 percent. Including anticipated after-tax merger-related charges of $13.5
million, reported earnings for the first quarter were $138.9 million,
or $.35 per share.
AmSouth's first quarter performance from operations resulted in a
return on average equity of 20.80 percent and a return on average assets of 1.41
percent, which compare to 17.66 percent and 1.41 percent, respectively, for the
first quarter of 1999. AmSouth's first quarter 2000 operating efficiency ratio
was 56.03 percent, a 231 basis point improvement over the prior year.
"AmSouth's first quarter operating results remain among the best in
the industry," said Dowd Ritter, AmSouth's president and chief executive
officer. "Our earnings per share growth of 11.4 percent closely approximates our
aggressive EPS growth goal of 12 to 15 percent, while our return on equity of
20.8 percent is well within our targeted range of 20 to 22 percent."
Ritter further said that the merger integration of First American is
going extremely well, and that AmSouth remains on track to achieve the planned
$100 million in cost savings this year from the merger, with the majority to be
realized upon completion of the final branch conversions on May 15. Cost savings
are expected to reach an annualized $133 million from July 1 forward.
"As of April 17, we had successfully converted 225 of First American's
339 branch banks." Ritter said. "Our merger success is the result of the same
focus and execution by our
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employees and management team that has created high performance in the past and
that will sustain high performance in the future."
AmSouth is conducting the conversions of First American branches on a
staggered basis over a four-month period to sustain high levels of customer
service during the process. AmSouth completed the Louisiana market conversion in
February, the Mississippi market in March, and the East Tennessee, Virginia and
Georgia markets last weekend. The conversion of First American's Middle
Tennessee, West Tennessee and Kentucky markets in mid May will complete the
conversion.
"The success of our conversions is best measured by customer retention
and continued sales momentum," Ritter said. The company's emphasis on training,
site support, smooth systems conversions, tailored customer communication and
improved back office service quality have combined to produce excellent customer
retention levels, according to Ritter.
AmSouth also continues to overlay its highly-successful performance-
based employee incentive programs and strategic initiatives on former First
American and Deposit Guaranty markets, which has led to significantly improved
sales momentum in the new markets.
"As the performance in the expanded franchise improves to be
consistent with AmSouth's historical performance and our own expectations, the
results will be evident in both earnings and profitability," Ritter said.
First quarter 2000 net interest income was unchanged compared with the
same quarter of 1999. Average managed loans net of unearned income, excluding
residential first mortgages, increased 13.1 percent over a year ago led by a
30.7 percent increase in average home equity lending, a 38.8 percent increase in
average dealer indirect loans, and a 7.0 percent increase in average managed
commercial and commercial real estate loans.
AmSouth's Florida franchise again led the company in several loan
growth categories with a 61.7 percent increase in consumer loans and a 21.3
percent increase in commercial and commercial real estate loan growth compared
to last year's first quarter.
Total first quarter noninterest income, which includes earnings from
trust, investment management services and other sources of fee income, was
$220.0 million, an increase of 8.5 percent compared with the first quarter of
1999. First quarter 2000 noninterest expenses, excluding merger-related charges,
were $333.4 million, an improvement of 1.2 percent over last year's first
quarter.
Net charge-offs were .38 percent of average net loans in the first
quarter of 2000 compared to .43 percent in the first quarter of 1999. At March
31, 2000, total nonperforming assets were $145.5 million, or .55 percent of
loans net of unearned income, foreclosed properties and repossessions.
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AmSouth is a regional bank holding company headquartered in Birmingham
with $43.6 billion in assets, and more than 600 branch banking offices and 1,300
ATMs. As the 20th largest bank holding company in the nation, AmSouth has
leading market positions in Tennessee, Florida, Alabama and Mississippi, and a
presence in Georgia, Louisiana, Arkansas, Kentucky and Virginia. AmSouth is also
a leader among regional banks in the Southeast in several key business segments,
including consumer and commercial banking, small business banking, mortgage
lending, equipment leasing, annuity and mutual fund sales, and trust asset
management.
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AMSOUTH BANCORPORATION
Unaudited
(In thousands except per share data)
Three Months
Ended March 31
--------------------- %
EARNINGS SUMMARY - EXCLUDING MERGER- 2000 1999 Change
RELATED COSTS --------------------- ------
Net interest income $368,573 $368,789 (0.1)
Provision for loan losses 25,400 18,734 35.6
-------- --------
Net interest income after provision 343,173 350,055 (2.0)
Noninterest revenues 220,037 202,765 8.5
Noninterest expenses excluding merger -
related costs 333,403 337,470 (1.2)
------- --------
Income before income taxes 229,807 215,350 6.7
Income taxes 77,373 76,066 1.7
-------- --------
Net income $152,434 $139,284 9.4
======== ========
Earnings per common share $ 0.39 $ 0.36 8.3
Earnings per common share-diluted 0.39 0.35 11.4
Average common shares outstanding 391,596 391,959
Average common shares outstanding-diluted 394,502 398,174
End of period common shares outstanding 392,281 394,862
Three Months
Ended March 31
--------------------- %
2000 1999 Change
EARNINGS SUMMARY - AS REPORTED --------------------- ------
Net interest income $368,573 $368,789 (0.1)
Provision for loan losses 25,400 18,734 35.6
-------- --------
Net interest income after provision 343,173 350,055 (2.0)
Noninterest revenues 220,037 202,765 8.5
Merger-related costs 21,954 3,274 570.6
Noninterest expenses excluding merger -
related costs 333,403 337,470 (1.2)
-------- --------
Income before income taxes 207,853 212,076 (2.0)
Income taxes 68,916 75,280 (8.5)
-------- --------
Net income $138,937 $136,796 1.6
======== ========
Earnings per common share $ 0.35 $ 0.35 0.0
Earnings per common share-diluted 0.35 0.34 2.9
Average common shares outstanding 391,596 391,959
Average common shares outstanding-diluted 394,502 398,174
End of period common shares outstanding 392,281 394,862
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AMSOUTH BANCORPORATION
Unaudited
(In thousands except per share data)
<TABLE>
<CAPTION>
Average for Ending
Three Months Balance
Ended March 31 March 31
------------------------ % ------------------------- %
BALANCE SHEET SUMMARY 2000 1999 Change 2000 1999 Change
------------------------ ------ ------------------------- ------
<S> <C> <C> <C> <C> <C> <C>
Loans net of unearned income $26,681,345 $24,497,545 8.9 $26,617,471 $24,684,518 7.8
Total investment securities* 13,080,369 11,263,465 16.1 13,096,718 11,854,890 10.5
Interest-earning assets* 40,032,499 36,500,528 9.7 39,947,942 36,914,536 8.2
Total assets 43,584,863 40,076,476 8.8 43,680,465 40,405,804 8.1
Noninterest-bearing deposits 4,697,394 4,934,120 (4.8) 5,030,443 4,894,015 2.8
Interest-bearing deposits 23,133,456 22,661,860 2.1 23,313,872 22,464,027 3.8
Total deposits 27,830,850 27,595,980 0.9 28,344,315 27,358,042 3.6
Shareholders' equity 2,947,234 3,198,577 (7.9) 3,009,144 3,246,101 (7.3)
</TABLE>
<TABLE>
<CAPTION>
KEY PERFORMANCE RATIOS 2000 1999
----------- -------------------------------------------------------
1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
----------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Excluding merger-related and other charges:
Return on average assets (annualized) 1.41% 1.47 % 1.46% 1.44% 1.41%
Return on average shareholders' equity
(annualized) 20.80 21.25 19.03 18.12 17.66
Operating efficiency 56.03 54.17 55.09 57.35 58.34
As reported:
Return on average assets (annualized) 1.28% (0.57)% 1.25% 1.29% 1.38%
Return on average shareholders' equity
(annualized) 18.96 (8.25) 16.37 16.13 17.34
Operating efficiency 59.71 96.23 59.79 61.50 58.91
Other performance ratios:
Average shareholders' equity to average
total assets 6.76% 6.92 % 7.66% 7.97% 7.98%
End of period shareholders' equity to end
of period total assets 6.89 6.82 7.31 7.58 8.03
Loans net of unearned income to total deposits 93.91 94.10 95.82 92.09 90.23
Book value per common share $ 7.67 $ 7.56 $ 8.10 $ 8.08 $ 8.22
Tangible book value per common share $ 6.62 $ 6.48 $ 6.99 $ 6.96 $ 7.07
Net interest margin - taxable equivalent 3.77% 3.86 % 3.95% 4.12% 4.17%
</TABLE>
* Excludes adjustment for market valuation on available-for-sale securities and
certain noninterest-earning marketable equity securities
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<TABLE>
<CAPTION>
AMSOUTH BANCORPORATION
(Unaudited)
(Dollars in thousands)
3/31/00 3/31/99 % Change
---------- ----------- --------
<S> <C> <C> <C>
LOANS NET OF UNEARNED INCOME
Commercial:
Commercial & industrial $ 8,203,477 $ 7,878,506 4.1
Commercial loans secured by real estate 1,976,573 1,903,159 3.9
---------- ----------
Total commercial 10,180,050 9,781,665 4.1
Commercial real estate 4,671,295 4,203,503 11.1
Consumer
Residential first mortgages 1,638,740 2,445,780 (33.0)
Other residential mortgages 4,179,034 3,124,660 33.7
Dealer indirect 4,153,408 3,230,761 28.6
Revolving credit 467,470 465,438 0.4
Other consumer 1,327,474 1,432,711 (7.3)
---------- ----------
Total consumer 11,766,126 10,699,350 10.0
---------- ----------
Total loans net of unearned income $26,617,471 $24,684,518 7.8
========== ==========
2000 1999
---------- -------------------------------------------
Mar 31 Dec 31 Sept 30 Jun 30 Mar 31
---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NONPERFORMING ASSETS
Nonaccrual loans* $ 122,365 $ 141,134 $161,843 $124,123 $112,328
Foreclosed properties 19,839 17,767 22,991 18,898 17,988
Repossessions 3,274 2,644 1,496 1,701 904
---------- ---------- -------- -------- --------
Total nonperforming assets* $ 145,478 $ 161,545 $186,330 $144,722 $131,220
========== ========== ======== ======== ========
Nonperforming assets to loans net of unearned income,
foreclosed properties and repossessions* 0.55% 0.61% 0.71% 0.57% 0.53%
Accruing loans 90 days past due $ 66,375 $ 61,050 $ 44,644 $ 65,324 $ 65,737
========== ========== ======== ======== ========
2000 1999
---------- -------------------------------------------
Mar 31 Dec 31 Sept 30 Jun 30 Mar 31
---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period $ 363,476 $ 365,427 $365,869 $366,243 $373,756
Loans charged off (40,377) (39,358) (41,202) (28,885) (38,842)
Recoveries of loans previously charged off 14,993 12,707 10,157 9,922 12,595
---------- ---------- -------- -------- --------
Net charge-offs (25,384) (26,651) (31,045) (18,963) (26,247)
Addition to allowance charged to expense 25,400 97,700 30,603 18,589 18,734
Transfer/acquisition/other -0- (73,000) -0- -0- -0-
---------- ---------- -------- -------- --------
Balance at end of period $ 363,492 $ 363,476 $365,427 $365,869 $366,243
========== ========== ======== ======== ========
Allowance for loan losses to loans net of unearned income 1.37% 1.38% 1.39% 1.44% 1.48%
Net charge-offs to average loans net of unearned income ** 0.38% 0.40% 0.48% 0.30% 0.43%
Allowance for loan losses to nonperforming loans* 297.06% 257.54% 225.79% 294.76% 326.05%
Allowance for loan losses to nonperforming assets* 249.86% 225.00% 196.12% 252.81% 279.11%
</TABLE>
* Excludes $29.2 million and $38.1 million of nonperforming assets classified
as held for accelerated disposition at March 31, 2000 and December 31,
1999, respectively.
** Annualized
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AMSOUTH BANCORPORATION
QUARTERLY CONSOLIDATED AVERAGE DAILY BALANCES,
REVENUE AND EXPENSE SUMMARY, YIELDS AND RATES
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31
2000 1999
------------------------------------------------------------------------------------------
(Taxable Equivalent Basis - Average Revenue/ Yield/ Average Revenue/ Yield/
Dollars in Thousands) Balance Expense Rate Balance Expense Rate
----------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans net of unearned income $26,681,345 $ 563,191 8.49% $24,497,545 $506,342 8.38%
Available-for-sale securities
Taxable 6,014,598 100,290 6.71 6,834,032 111,962 6.64
Tax-free 65,763 1,183 7.24 370,352 6,485 7.10
----------- ----------- ----------- -----------
Total available-for-sale
securities 6,080,361 101,473 6.71 7,204,384 118,447 6.67
----------- ----------- ----------- -----------
Held-to-maturity securities:
Taxable 6,612,916 112,836 6.86 3,887,758 63,945 6.67
Tax-free 387,092 6,962 7.23 171,323 3,749 8.87
----------- ----------- ----------- -----------
Total held-to-maturity
securities 7,000,008 119,798 6.88 4,059,081 67,694 6.76
----------- ----------- ----------- -----------
Total investment securities 13,080,369 221,271 6.80 11,263,465 186,141 6.70
Other interest-earning assets 270,785 4,721 7.01 739,518 8,358 4.58
----------- ----------- ----------- -----------
Total interest-earning assets 40,032,499 789,183 7.93 36,500,528 700,841 7.79
Cash and other assets 4,138,693 3,924,467
Allowance for loan losses (365,223) (373,784)
Market valuation on AFS securities (221,106) 25,265
----------- -----------
$43,584,863 $40,076,476
=========== ===========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits $ 9,086,434 71,725 3.17 $ 9,594,487 66,260 2.80
Savings deposits 2,352,997 16,589 2.84 2,020,184 10,926 2.19
Time deposits 7,619,385 101,244 5.34 8,100,517 104,159 5.21
Foreign time deposits 1,296,318 17,757 5.51 319,143 3,471 4.41
Certificates of deposit of
$100,000 or more 2,778,322 38,260 5.54 2,627,529 34,559 5.33
Federal funds purchased and
securities sold under agreements
to repurchase 4,044,026 51,454 5.12 3,704,180 40,090 4.39
Other interest-bearing liabilities 8,166,443 117,096 5.77 4,939,358 65,708 5.40
----------- ----------- ----------- -----------
Total interest-bearing
liabilities 35,343,925 414,125 4.71 31,305,398 325,173 4.21
----------- -----------
Net interest spread 3.22% 3.58%
Noninterest-bearing demand deposits 4,697,394 4,934,120
Other liabilities 596,310 638,381
Shareholders' equity 2,947,234 3,198,577
----------- -----------
$43,584,863 $40,076,476
=========== ===========
Net interest income/margin
on a taxable equivalent
basis 375,058 3.77% 375,668 4.17%
==== ====
Taxable equivalent adjustment:
Loans 884 1,271
Available-for-sale securities 858 3,104
Held-to-maturity securities 4,743 2,458
Trading securities -0- 46
----------- -----------
Total taxable equivalent
adjustment 6,485 6,879
----------- -----------
Net interest income $ 368,573 $ 368,789
=========== ===========
</TABLE>
Note: The taxable equivalent adjustment has been computed based on the statutory
federal income tax rate, adjusted for applicable state income taxes net of the
related federal tax benefit. Loans net of unearned income includes nonaccrual
loans. Certain noninterest-earning marketable equity securities are not included
in available-for-sale securities.
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AMSOUTH BANCORPORATION
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months
Ended March 31
------------------ %
2000 1999 Change
---------------------------
<S> <C> <C> <C>
NONINTEREST REVENUES - AS REPORTED
Service charges on deposit accounts $ 56,853 $ 57,553 (1.2)
Trust income 27,485 26,980 1.9
Consumer investment services income 64,627 51,863 24.6
Credit card income 4,230 4,649 (9.0)
Mortgage income 10,067 12,576 (20.0)
Interchange income 12,015 9,714 23.7
Other noninterest revenues 44,760 39,430 13.5
-------- --------
Noninterest revenues $220,037 $202,765 8.5
======== ========
</TABLE>
NONINTEREST EXPENSES - AS REPORTED
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Salaries and employee benefits $150,583 $155,158 (2.9)
Net occupancy expense 29,949 26,651 12.4
Equipment expense 32,180 31,656 1.7
Marketing expense 11,993 10,766 11.4
Postage and supplies expense 12,311 13,319 (7.6)
Communications expense 9,560 9,917 (3.6)
Professional fees 4,498 5,243 (14.2)
Amortization of intangibles 9,957 10,109 (1.5)
Subscribers' commissions 30,594 24,295 25.9
Other noninterest expenses 41,778 50,356 (17.0)
-------- --------
Noninterest expenses excluding
merger-related costs $333,403 $337,470 (1.2)
======== ========
INTANGIBLE ASSETS 3/31/00 3/31/99
--------- ---------
Goodwill $382,751 $416,803
Core deposit and other intangibles 30,765 36,502
</TABLE>
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