<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 28, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------------
<TABLE>
<CAPTION>
Delaware 6711 63-0591257
<S> <C> <C>
(State or other jurisdiction (Primary Standard Industrial (I.R.S.Employer
of incorporation or organization) Classification Code No.) Identification No.)
</TABLE>
AMSOUTH-SONAT TOWER
1900 Fifth Avenue North
BIRMINGHAM, ALABAMA 35203
(205) 320-7151
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN A. YODER C. HENRY MARSTON, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL WALSTON, WELLS, ANDERSON & BAINS, LLP
COUNSEL AND SECRETARY 505 NORTH 20TH ST., SUITE 500
AMSOUTH BANCORPORATION BIRMINGHAM, ALABAMA 35203
1901 SIXTH AVENUE NORTH (205) 251-9600
SUITE 920
BIRMINGHAM, ALABAMA 35203
(205) 326-5319
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
If this Form is filed to register additional securities for an offering
<PAGE>
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
===================================================================================================
Proposed
Title of Each Class of Proposed Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit(1) Offering Price(1) Fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value (and associated 3,500,000 shares $16.94 per share $59,290,000 $15,653.00
Preferred Stock Purchase
Rights)
====================================================================================================
</TABLE>
(1) Estimated only for the purpose of calculating the registration fee.
Such estimates have been calculated in accordance with Rule 457(c)
under the Securities Act of 1933 and are based upon the average of
the high and low prices reported in the consolidated reporting system
of the offered securities on July 26, 2000.
2
<PAGE>
PROSPECTUS
[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
----------------
We are offering through our Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan") to all holders of record of our Common Stock ("Common Stock")
the opportunity to reinvest automatically your cash dividends in additional
shares of Common Stock and to make optional cash purchases of Common Stock of
from $10 to $5,000 per quarter. The text of the Plan is set forth in this
Prospectus.
The price to be paid for shares of Common Stock purchased under the Plan
will be a market price average, determined as provided in the Plan. Shares
issued under the Plan will be either newly issued shares, treasury shares or
shares purchased for Plan participants in the open market. (See "Purchases,"
"Price" and "Optional Cash Payments.")
This Prospectus relates to 3,500,000 additional shares of Common Stock
which we have registered for purchase under the Plan. We are providing this
Prospectus to present and prospective participants in the Plan. For present
participants in the Plan, this Prospectus (including the material incorporated
by reference) provides more current information concerning the Company and the
Plan and is intended to replace the prospectus dated September 29, 1994. You
should keep this Prospectus for future reference.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE COMMON STOCK OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
CASH DIVIDENDS, OPTIONAL CASH PAYMENTS AND SHARES OF COMMON STOCK PURCHASED
PURSUANT TO THE PLAN ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
The date of this Prospectus is July 28, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
AmSouth Bancorporation (the "Company," which may be referred to as "we" or
"us") has filed with the Securities and Exchange Commission a registration
statement on Form S-3 to register the Common Stock to be issued under the Plan.
As allowed by Commission rules, this Prospectus does not contain all the
information you can find in the registration statement or the exhibits thereto.
The registration statement, including its exhibits and schedules, contains
additional relevant information about us and our common stock. This Prospectus
is a part of the registration statement.
In addition to filing the registration statement with the Commission, we
also file annual, quarterly and current reports, proxy statements and other
information with the Commission under the Securities Exchange Act of 1934. You
may read and copy the information at the public reference rooms of the
Commission at the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
Please call the Commission at 1-800-SEC-0330 for further information about the
public reference rooms. Our filings with the Commission are also available to
the public at the Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be an important part of this Prospectus. In addition, information
that we file later with the Commission will automatically update and supersede
the information in this Prospectus and incorporated by reference.
We incorporate by reference the documents listed below and any future
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we no longer issue securities under the
Plan:
1. Our Annual Report on Form 10-K for the year ended December 31, 1999;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
3. The description of the Common Stock in Our Registration Statement on
Form 10 filed with the Commission on March 12, 1973, as updated in any
amendment or report filed for that purpose.
We will promptly furnish you, at no cost, a copy of any and all of the
information that we have incorporated by reference in this Prospectus (without
exhibits, unless such exhibits are specifically incorporated by reference) upon
your telephone or written request to:
AmSouth Bancorporation
Attention: Investor Relations
P.O. Box 11007
Birmingham, Alabama 35288
(205) 326-5807
2
<PAGE>
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who do not wish to participate in the Plan will
continue to receive cash dividends, if and when declared, by check.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides record owners of Common Stock with a simple and convenient
way of investing cash dividends in shares of Common Stock and of investing
optional cash payments in Common Stock, all without payment of any brokerage
commissions, service charge or other expense. To the extent such shares are
purchased from us, we will receive additional funds to finance our continuing
operations. The Plan offers eligible holders an opportunity to invest
conveniently for the long-term. The Plan is not intended to provide a mechanism
for generating short-term profits or engaging in other strategies involving
rapid turnover of shares or proliferation of accounts. We accordingly reserve
the right to refuse to allow participation in the Plan and to modify, suspend or
terminate participation by otherwise eligible record owners who engage in, or
who we believe may engage in, such practices or other practices we deem to be
inconsistent with the purposes of the Plan or detrimental to the Plan or other
participants.
ADVANTAGES
2. What are the advantages of the Plan?
As a participant in the Plan you may:
-- Reinvest all or part of your dividends on shares of Common Stock
automatically.
-- Invest additional cash, up to $5,000 per quarter, in Common Stock.
-- Avoid charges for brokerage commissions or fees on all investments under
the Plan.
-- Invest the full amount of all dividends and optional cash payments since
the Plan allows fractions of a share to be held under the Plan.
-- Avoid cumbersome safekeeping requirements through free custodial
services under the Plan.
-- Avoid inconvenience and expense of recordkeeping through the free
reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
If you are a record owner of Common Stock, you are eligible to participate
in the Plan. If you are a beneficial owner whose shares are registered in a name
other than your own(for example, in the name of a broker or bank nominee) you
must become an owner of record by having the number of shares as to which you
wish to participate transferred into your name. You can participate with respect
to all or less than all of your shares.
3
<PAGE>
4. How do I join the Plan?
If you are eligible to participate, you may join the Plan by signing an
Authorization Card and returning it to The Bank of New York as follows:
AmSouth Bancorporation
c/o The Bank of New York
Attn: Dividend Reinvestment Department
P.O. Box 1958
Newark, NJ 07101-9774
An Authorization Card may be obtained at any time by written request to The
Bank of New York at the above address or by calling The Bank of New York at 1-
877-679-5704.
5. When may I join the Plan?
If you are eligible to participate, you may join the Plan at any time. If
The Bank of New York receives your Authorization Card specifying reinvestment of
dividends before the record date for a dividend payment, reinvestment will
commence with that dividend payment. However, if The Bank of New York receives
your Authorization Card on or after a dividend record date, the reinvestment of
dividends through the Plan will begin with the dividend payment following the
next record date. The record date for determining shareholders who will receive
dividends normally precedes the dividend payment date by two to three weeks.
Dividend payment dates ordinarily are:
January 2 July 1
April 1 October 1
(See Questions 11, 12, 13, and 14 for information concerning the investment
of optional cash payments.)
6. What does the Authorization Card provide?
By marking the appropriate spaces of the Authorization Card you may choose
among the following investment options:
-- To reinvest automatically cash dividends on all shares registered in
your name.
-- To reinvest automatically cash dividends on less than all of the shares
registered in your name (a specified number of whole shares) and
continue to receive cash dividends on the remaining shares.
-- To invest by making optional cash payments in any amount from $10 per
payment, up to a total of $5,000 per quarter, whether or not any
dividends are being reinvested. Optional cash payments will be invested
quarterly as explained under Question 11.
-- To deposit certificates for Common Stock with the Agent as explained
under Question 18.
Dividends on all shares purchased for your account under the Plan, whether
through dividend reinvestment or optional cash payments, will be reinvested
automatically in additional shares of Common Stock.
7. May I change my method of participation after enrollment?
Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to The Bank of New York as provided under
Question 4. If you elect to participate through the reinvestment of dividends
but later decide to reduce the number of shares on which dividends are being
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<PAGE>
reinvested or to participate through the optional cash payment feature only, an
Authorization Card indicating a change of options must be received by The Bank
of New York prior to a particular dividend record date in order to stop any
unwanted reinvestment of dividends paid on that dividend payment date. If you
want to terminate your participation in the Plan, see Question 19.
AGENT
8. Who administers the Plan?
The Bank of New York (the "Agent") administers the Plan for participants,
keeps records, sends statements of account to participants and performs other
duties relating to the Plan. Shares purchased under the Plan will be registered
in the name of the Agent or its nominee as agent for participants in the Plan.
The Agent's mailing address is:
AmSouth Bancorporation
c/o The Bank of New York
Attn: Dividend Reinvestment Department
P.O. Box 1958
Newark, NJ 07101-9774
The Agent's telephone number is 1-877-679-5704. All completed Authorization
Cards, requests for withdrawal, optional cash payments, requests for
certificates and all other written communications regarding the Plan should be
sent to the Agent at the above address (please include the name of the Company
and your Plan account number or your Social Security Number in your
correspondence with the Agent).
The Agent may at any time (1) resign by giving written notice to us, or (2)
be removed by us. In the event a vacancy occurs in the office of Agent, we shall
appoint a successor Agent, which may be the Company or one of our subsidiaries.
COSTS
9. Are there any expenses to participants in connection with purchases under
the Plan?
No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. We will pay all costs of administration of the
Plan. However, if you request the Agent to sell your Plan shares, you will pay
certain charges as explained under Question 17. You may incur tax liability as
a result of our payment of expenses in connection with open market purchases of
shares for you as a Plan participant, as explained under Question 20.
PURCHASES
10. How many shares of Common Stock will be purchased for my Plan account and
what is the source of shares purchased under the Plan?
If you become a participant in the Plan, the number of shares purchased for
you will depend on the amount of your dividends, optional cash payments, or
both, and market prices of the Common Stock. The number of shares purchased for
your account, including fractions computed to three decimal places, will be
equal to the total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)
Shares purchased under the Plan will be, at our discretion, either newly
issued shares, shares of treasury stock we hold or shares purchased for Plan
participants in the open market, or a combination of the foregoing. Newly issued
shares and treasury shares will be purchased directly from the Company. We will
decide whether to purchase shares for Plan participants in the open market based
upon general market conditions, the relationship between purchase price and book
value per share, regulatory requirements and other factors.
5
<PAGE>
Shares purchased under the Plan in the open market will be purchased by an
agent (the "Purchasing Agent") who normally will not be affiliated with us. The
Purchasing Agent may at any time (1) resign by giving written notice to us, or
(2) be removed by us. In the event a vacancy occurs in the office of Purchasing
Agent, we will appoint a successor Purchasing Agent, which may be the Company or
one of our subsidiaries. We may change the Purchasing Agent without notifying
Plan participants.
11. When will shares of Common Stock be purchased under the Plan?
When shares are purchased from the Company, purchases will be made on the
dividend payment date with dividends paid on, and optional cash payments
received by the Agent on or within a month prior to, that dividend payment date.
When shares are purchased in the open market, the Purchasing Agent will use
dividends paid on, and optional cash payments received on or within a month
prior to, a dividend payment date to purchase shares in the open market as soon
as practical and within 30 days after that dividend payment date, unless a
longer period is necessary or advisable because of federal securities laws or
market conditions. Such open market purchases may be made on any securities
exchange where shares of the Common Stock are traded, in the over-the-counter
market or in negotiated transactions and may be subject to such terms with
respect to price, delivery and other matters as the Purchasing Agent may agree
to. Neither the Company, the Agent nor any Plan participant shall have the
authority to direct the time, price or manner of such open market purchases, or
the selection of the broker or dealer through or from whom purchases are to be
made, all of which are in the sole discretion of the Purchasing Agent.
PRICE
12. At what price will shares of Common Stock be purchased under the Plan?
Common Stock will be purchased under the Plan from us at a price per share
equal to the average of the daily high and low sales prices of the Common Stock
reported as New York Stock Exchange-Composite Transactions for the five New York
Stock Exchange trading days immediately preceding the dividend payment date. If
there is no trading in the Common Stock on the New York Stock Exchange (or if
trading is halted or suspended) for a substantial amount of time during any
trading day during the five day period or if publication of the sales prices of
the Common Stock on any such trading day does not take place or contains a
reporting error, then we will determine the purchase price of shares purchased
from us on the basis of such market quotations as we shall deem appropriate. No
shares will be purchased from us under the Plan at less than their par value
($1.00 per share).
The price to you of shares purchased in the open market for your Plan
account will be the weighted average price of Common Stock purchased in the open
market for all Plan participants in respect of a particular dividend payment
date.
OPTIONAL CASH PAYMENTS
13. Who is eligible to make optional cash payments?
Record owners of Common Stock who have submitted a signed Authorization
Card are eligible to make optional cash payments. Your check or money order
should be made payable to "The Bank of New York" (be sure to include the name of
the Company and your Plan account number on your check or money order). Any
optional cash payment received from you on or within a month prior to a dividend
payment date will be applied to the purchase of Common Stock for your Plan
account on that dividend payment date if such Common Stock is purchased from the
Company and as soon as practical (as explained under Question 11) after that
dividend payment date if such Common Stock is purchased in the open market. This
ordinarily results in the following schedule:
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<PAGE>
*CHECKS FOR OPTIONAL CASH PAYMENTS
DIVIDEND PAYMENT DATE: ACCEPTED DURING THE PERIOD:
January 2 December 1--December 31
April 1 March 1--March 31
July 1 June 1--June 30
October 1 September 1--September 30
------------
* If the period ends on a weekend or holiday, the Agent must receive your check
by the last business day of the period.
If you choose to make optional cash payments only (and not reinvest
dividends on Common Stock registered in your name), dividends on shares
purchased with optional cash payments will be reinvested automatically. (See
Question 16.)
You may make an initial optional cash payment when you join the Plan by
enclosing a check or money order with the Authorization Card, IF THE
AUTHORIZATION CARD IS RECEIVED BY THE AGENT NOT MORE THAN A MONTH BEFORE THE
NEXT DIVIDEND PAYMENT DATE. See the schedule above. You must return your check
or money order along with the Authorization Card. Thereafter, you may make
optional cash payments through the use of cash payment forms sent to you with
statements of your account.
WE RECOMMEND THAT YOU SEND OPTIONAL CASH PAYMENTS SO THEY WILL BE RECEIVED
SHORTLY BEFORE A DIVIDEND PAYMENT DATE. NO INTEREST WILL BE PAID ON THESE
PAYMENTS. OPTIONAL CASH PAYMENTS RECEIVED MORE THAN A MONTH PRIOR TO THE NEXT
DIVIDEND PAYMENT DATE WILL BE RETURNED TO YOU. YOU MAY OBTAIN THE RETURN OF ANY
OPTIONAL CASH PAYMENT BY WRITTEN REQUEST RECEIVED BY THE AGENT AT LEAST 48 HOURS
BEFORE THE NEXT DIVIDEND PAYMENT DATE.
14. What are the limitations on making optional cash payments?
The Agent must receive your optional cash payment on or within a month
before a dividend payment date. See the schedule set forth under Question 13.
You do not need to send the same amount of money each time, and you are under no
obligation to make an optional cash payment at any time. Any optional cash
payments you wish to make must not be less than $10 per payment nor may your
payments aggregate more than $5,000 in any calendar quarter.
REPORTS TO PARTICIPANTS
15. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase you will receive a statement of
your account showing amounts invested, purchase prices, shares purchased and
other information for the year to date. THIS STATEMENT WILL PROVIDE A RECORD OF
THE COST OF PURCHASES UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX PURPOSES. In
addition, you will receive copies of the same communications sent to every other
holder of Common Stock, including our annual and quarterly reports to
shareholders, proxy statements and information for income tax reporting
purposes.
DIVIDENDS
16. Will I be credited with dividends on shares held in my account under the
Plan?
Yes. The Agent will receive dividends (less the amount of any tax withheld)
for all Plan shares held on the dividend record date and credit them to
participants' accounts on the basis of full shares and fractions of a share
credited to those accounts on that record date. Such dividends received will be
reinvested automatically in additional shares of Common Stock as a dividend
reinvestment. (See Question 12.)
7
<PAGE>
CERTIFICATES
17. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan will not
be issued to you unless you request them. All shares credited to your account
under the Plan will be issued to the Agent or its nominee, as your agent. The
number of shares credited to your account will be shown on your statement of
account. This convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces the costs to be
borne by us.
A certificate for any number of whole shares credited to your account under
the Plan will be issued on your written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Agent. Any remaining full shares and fraction of a share
will continue to be credited to your account. If you have authorized the
reinvestment of dividends on all shares registered in your name, dividends on
shares represented by the certificate issued to you will continue to be
reinvested. Otherwise, dividend reinvestment will continue with respect to the
number of shares registered in your name specified for dividend reinvestment on
your Authorization Card.
Certificates for fractions of a share will not be issued under any
circumstances. (See Question 19.)
You may not pledge shares credited to your account. If you wish to pledge
the whole shares credited to your account, you must request that certificates
for those shares be issued in your name.
Accounts under the Plan are maintained in the name in which your
certificates were registered at the time you entered the Plan. Consequently,
certificates for whole shares will be similarly registered when issued to you.
You may at any time request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of the
sale, less any related brokerage commission, Agent's fee and transfer tax.
18. May I deposit certificates for shares of Common Stock with the Agent?
If you are a record holder of certificates for Common Stock, you may send
the unendorsed certificates to the Agent at the address set forth under Question
4 and have them registered in the name of the Agent or its nominee. The method
of delivery of your certificates is at your election and at your risk. We
recommend that you send certificates by registered mail. You may send your
certificates to the Agent when you join the Plan by enclosing your certificates
with the Authorization Card. If you are already a participant in the Plan and
wish to have your certificates held by the Agent, you should mail the
certificates to the Agent together with the completed form which is included
with your quarterly statement of account. Additional forms may be obtained by
written request to the Agent at the address set forth under Question 4 or by
calling the Agent at 1-877-679-5704. Dividends on all shares represented by
certificates deposited with the Agent will be reinvested automatically in
additional shares of Common Stock pursuant to the Plan.
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<PAGE>
TERMINATION OF PARTICIPATION
19. How do I terminate participation in the Plan?
You may at any time terminate your participation in the Plan by notifying
the Agent in writing.
If your notice of termination is received on or after the record date for
the next dividend, that dividend will be reinvested for your account, but all
subsequent dividends on those shares will be paid to you. If you elect to
terminate your participation in the Plan, any optional cash payment received by
the Agent before it receives your notice of termination will be invested for
your account unless you specifically request return of the payment by written
request received by the Agent at least 48 hours prior to the next dividend
payment date.
If you terminate your participation in the Plan or if we terminate the
Plan, certificates for whole shares credited to your account under the Plan will
be issued to you and a cash payment will be made for a fraction of a share. The
cash payment will be based on the closing price of the Common Stock reported as
New York Stock Exchange-Composite Transactions on the day the notice of
termination is received by the Agent or on the next day on which the New York
Stock Exchange is open if it is closed when the notice is received. However, if
upon termination you prefer to receive cash for all your Plan shares, you may
request the Agent to sell your shares as explained under Question 17.
OTHER INFORMATION
20. What are the federal income tax consequences of participation in the Plan?
Under Internal Revenue Service rulings in connection with similar plans,
dividends which you reinvest in additional shares of Common Stock under the Plan
will be treated for federal income tax purposes as having been received by you
in the form of a taxable stock distribution rather than as a cash dividend.
Under these rulings, an amount equal to the fair market value on the dividend
payment date of shares acquired from the Company with reinvested dividends on
that date will be treated as a dividend paid to you which must be included in
your gross income. When the Purchasing Agent purchases shares for your Plan
account in the open market with reinvested dividends, you must include in gross
income a dividend equal to the actual price paid by the Purchasing Agent for
those shares.
The Internal Revenue Service has issued a letter ruling which held that
brokerage commissions and service charges paid by a corporation in connection
with the open market purchase of shares pursuant to a dividend reinvestment plan
are includible in the gross income of participants in that plan. To the extent
that ruling is a correct interpretation of the law and applicable to the Plan,
when shares are purchased for your Plan account in the open market, you must
include in your gross income a dividend equal to that portion of any brokerage
commissions and service charges paid by the Company which are attributable to
the purchase of such shares. Any such service charges included in income would
be deductible by participants who itemize deductions.
You will not realize any taxable income when you receive certificates for
whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize tax gain or loss (which, for most participants, will be capital
gain or loss) when whole shares acquired under the Plan are sold or exchanged--
either by the Agent at your request or by you. (See Questions 17 and 19.) You
also will recognize gain or loss when you receive a cash payment for a
fractional share credited to your account. The amount of such gain or loss will
be the difference between the amount which you receive for your shares or
fractional share and the tax basis thereof.
Under the rulings referred to above, the tax basis of shares acquired from
the Company under the Plan by reinvestment of dividends will be equal to the
fair market value of the shares on the dividend payment date on which the shares
are
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purchased for your Plan account. The tax basis of shares acquired by the
Purchasing Agent in the open market with reinvested dividends will be the
purchase price thereof paid by the Purchasing Agent plus an allocable share of
any brokerage commissions paid by the Company. The tax basis of shares purchased
with an optional cash payment will be the amount of such optional cash payment
plus allocable brokerage commissions. The holding period of shares of Common
Stock acquired under the Plan, whether purchased with dividends or optional cash
payments, will begin on the day following the date as of which the shares are
purchased for you.
The federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for your
Plan account. If your dividends become subject to the backup withholding tax of
the tax laws, dividends reinvested for you under the Plan will be reduced by the
amount of tax required to be withheld.
The foregoing is only an outline of our understanding of some of the
applicable federal tax provisions. For further information as to the tax
consequences of participation in the Plan, including state, local and foreign
tax consequences and any future changes in applicable law or interpretations
thereof, you should consult with your own tax advisors.
21. What happens if I as a Plan participant sell a portion of the shares of
Common Stock registered in my name?
If you have authorized the reinvestment of dividends on all shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.
If you have authorized the reinvestment of dividends on part of the shares
registered in your name and then dispose of a portion of those shares, the
dividends on the lesser of (1) the shares with respect to which reinvestment of
dividends was originally authorized, or (2) all of the remaining shares, will
continue to be reinvested.
22. What happens when I as a Plan participant sell or transfer all of the
shares registered in my name?
If you dispose of all shares registered in your name with respect to which
you participate in the Plan, the dividends on the shares credited to your
account under the Plan will continue to be reinvested until the Agent is
otherwise notified.
10
<PAGE>
23. If the Company has a rights offering, how will rights on Plan shares be
handled?
In the event of a rights offering, rights on shares of Common Stock
credited to your account under the Plan will be sold by the Agent. The proceeds
of the sale will be credited to your account and used as an optional cash
payment to purchase Common Stock for your account on the first dividend payment
date following the sale.
24. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by us on shares of Common
Stock credited to your account under the Plan will be added to your account.
Stock dividends or split shares distributed on shares of Common Stock registered
in your name will be distributed to you in the same manner as to shareholders
who are not participants in the Plan.
25. How will shares in my Plan account be voted at meetings of shareholders?
You will receive a proxy indicating the total number of your shares of
Common Stock, including shares of Common Stock registered in your name and
shares of Common Stock credited to your account under the Plan.
If your proxy is returned properly signed and marked for voting, all the
shares covered by the proxy--those registered in your name and those credited to
your account under the Plan--will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, all of your shares--those registered in your name and those
credited to your account under the Plan--will be voted in accordance with the
recommendations of the board of directors of the Company. If the proxy is not
returned, or if it is returned unsigned or improperly signed, your shares may be
voted only if you vote in person.
26. What is the responsibility of the Company, the Agent and the Purchasing
Agent under the Plan?
The Agent and the Purchasing Agent have had no responsibility with respect
to the preparation and contents of this Prospectus. Neither the Company, the
Agent or the Purchasing Agent, in administering the Plan, will be liable for any
act done in good faith, or for any good faith omissions to act, including,
without limitation, any claims of liability arising out of failure to terminate
a participant's account upon the participant's death prior to receipt of notice
in writing of the death.
Neither the Company, the Agent or the Purchasing Agent can assure any
participant of a profit or protect any participant against a loss on the shares
purchased by him or her under the Plan.
27. Who regulates and interprets the Plan?
We reserve the right to interpret and regulate the Plan as we deem
necessary or desirable.
28. May the Plan be changed or discontinued?
We reserve the right to suspend, modify or terminate the Plan at any time.
Notice of any suspension, modification or termination will be mailed to all
participants.
11
<PAGE>
USE OF PROCEEDS
We do not know either the number of shares that will ultimately be
purchased under the Plan or the prices at which the shares will be sold, and
therefore we cannot determine how the proceeds will be used. We intend to add
the net proceeds of sales under the Plan of newly issued shares and treasury
shares to our general funds to be available for general corporate purposes.
INDEMNIFICATION
Directors, officers, employees and agents of the Company and our
subsidiaries or those serving at our request as directors, officers, employees
or agents of another corporation or enterprise are entitled to indemnification
as expressly permitted by the provisions of the General Corporation Law of the
State of Delaware, our certificate of incorporation, the charters of our
subsidiaries, and our liability insurance. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, we have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in that Act and is therefore unenforceable.
LEGAL OPINION
Carl L. Gorday, Esq., Assistant General Counsel of the Company, has
delivered an opinion to us as to the validity of the shares of Common Stock
offered under the Plan by the use of this Prospectus. Mr. Gorday owns less than
1/10 of one percent of the outstanding shares of Common Stock.
EXPERTS
The consolidated financial statements of AmSouth Bancorporation and
subsidiaries appearing in AmSouth Bancorporation's Annual Report (Form 10-K) for
the year ended December 31, 1999, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
12
<PAGE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION. WE ARE NOT MAKING AN OFFER OF SECURITIES IN ANY PLACE WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
DOCUMENT
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Plan
Purpose.............................................. 3
Advantages........................................... 3
Participation........................................ 3
Agent................................................ 3
Costs................................................ 5
Purchases............................................ 5
Price................................................ 5
Optional Cash Payments............................... 6
Reports to Participants.............................. 6
Dividends............................................ 7
Certificates......................................... 7
Termination of Participation......................... 8
Other Information.................................... 9
Use of Proceeds........................................ 9
Indemnification........................................ 12
Legal Opinion.......................................... 12
Experts................................................ 12
</TABLE>
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[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
---------------
PROSPECTUS
---------------
DATED July 28, 2000
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13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration fee............. $ 15,653
Legal fees*..................................................... 10,000
Accounting fees*................................................ 10,000
Printing expense*............................................... 10,000
Miscellaneous*.................................................. 5,000
--------
$ 50,653
========
------------
* Estimated. Total expenses exclude an estimated $150,000 of annual recurring
costs for the operation of the Plan.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation, as amended, and
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the Registrant's directors and officers against certain liabilities.
ITEM 16. EXHIBITS
*(4)(i) Restated Certificate of Incorporation (Exhibit 3.1 to the
Registrant's Report on Form 8-K filed October 15, 1999).
*(4)(ii) By-laws (Exhibit 3-b to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997).
*(4)(iii) Stockholder Protection Rights Agreement dated as of December 18,
1997, including as Exhibit A the forms of Rights Certificate and
of Election to Exercise and as Exhibit B the form of Certificate
of Designation and Terms of Series A Preferred Stock (Exhibit 4.1
to the Registrant's Report on Form 8-K filed on December 18,
1997).
(5) Opinion of Carl L. Gorday, Assistant General Counsel for the
Registrant, regarding legality of securities being registered,
and consent of such counsel.
(15) Acknowledgment letter from Ernst & Young LLP, independent
accountants, concerning unaudited interim financial information.
(23)(i) Consent of Ernst & Young LLP, independent accountants.
(23)(ii) Consent of Carl L. Gorday (included in Exhibit (5)).
(24) Powers of attorney.
------------
* Exhibit is incorporated by reference.
II-1
ITEM 17. UNDERTAKINGS
<PAGE>
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON JULY 27, 2000.
AmSouth Bancorporation
/s/ C. Dowd Ritter
By ----------------------------------
C. Dowd Ritter
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 27, 2000.
SIGNATURE TITLE
--------- -----
/s/ C. Dowd Ritter President, Chief Executive
------------------------------------ Executive Officer and a Director
C. Dowd Ritter (Principal Executive Officer)
/s/ Sloan D. Gibson Vice Chairman
------------------------------------ and Chief Financial Officer
Sloan D. Gibson (Principal Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President, Chief
------------------------------------- Accounting Officer and Controller
Robert R. Windelspecht (Principal Accounting Officer)
* Chairman of the Board and
------------------------------------- a Director
Dennis C. Bottorff
* A Director
-------------------------------------
J. Harold Chandler
* A Director
-------------------------------------
James E. Dalton, Jr.
* A Director
-------------------------------------
Earnest W. Deavenport, Jr.
II-3
<PAGE>
SIGNATURE TITLE
--------- -----
* A Director
-------------------------------------
Rodney C. Gilbert
* A Director
-------------------------------------
Elmer B. Harris
* A Director
-------------------------------------
James A. Haslam II
* Vice Chairman and A Director
-------------------------------------
Thomas E. Hoaglin
* A Director
-------------------------------------
Martha R. Ingram
* A Director
-------------------------------------
Victoria B. Jackson
* A Director
-------------------------------------
Ronald L. Kuehn, Jr.
* A Director
-------------------------------------
James R. Malone
* A Director
-------------------------------------
Claude B. Nielsen
* A Director
-------------------------------------
John N. Palmer
* A Director
-------------------------------------
Benjamin F. Payton, Ph.D.
* Carl L. Gorday, by signing his name hereto, does sign this document on behalf
of each of the persons indicated above pursuant to powers of attorney executed
by such persons and filed with the Securities and Exchange Commission.
/s/ Carl L. Gorday
By: _________________________________
Carl L. Gorday, Attorney-In-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
*(4)(i) Restated Certificate of Incorporation (Exhibit 3.1 to the
Registrant's Report on Form 8-K filed October 15, 1999).
*(4)(ii) By-laws (Exhibit 3-b to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997).
*(4)(iii) Stockholder Protection Rights Agreement dated as of December 18,
1997, including as Exhibit A the forms of Rights Certificate and
of Election to Exercise and as Exhibit B the form of Certificate
of Designation and Terms of Series A Preferred Stock (Exhibit
4.1 to the Registrant's Report on Form 8-K filed on December 18,
1997).
(5) Opinion of Carl L. Gorday, Assistant General Counsel for the
Registrant, regarding legality of securities being registered,
and consent of such counsel.
(15) Acknowledgment letter from Ernst & Young LLP, independent
accountants, concerning unaudited interim financial information.
(23)(i) Consent of Ernst & Young LLP, independent accountants.
(23)(ii) Consent of Carl L. Gorday (included in Exhibit (5)).
(24) Powers of attorney.
------------
* Exhibit is incorporated by reference.
II-5
