<PAGE>
The Registrant requests that the Registration Statement
become effective immediately upon filing pursuant to
Securities Act Rule 462.
As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6711 63-0591257
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
</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)
AmSouth Bancorporation
Thrift Plan
(full title of the Plan)
_________________
STEPHEN A. YODER With a Copy to:
Executive Vice President, General Counsel
and Secretary J. Michael Savage
Maynard, Cooper & Gale, P.C.
AMSOUTH BANCORPORATION 1901 Sixth Avenue North
1901 Sixth Avenue North, Suite 920 Suite 2400
AmSouth/Harbert Plaza Birmingham, Alabama 35203
Birmingham, Alabama 35203
(205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<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 10,000,000 shares $ 16.94 per share $169,400,000 $44,722
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(h)(1) and (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.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration State also covers an undetermined amount of interests to be offered
or sold pursuant to the plan denominated above.
<PAGE>
Pursuant to General Instruction E of Form S-8, the contents of AmSouth
Bancorporation's Registration Statements on Form S-8 (33-37905 and 333-02099)
are hereby incorporated by reference. In addition, the following information is
included:
PART II
Item 6. 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
for the Registrant's directors and officers against certain liabilities.
Item 8. Exhibits
------ --------
The following exhibits are filed as part of this Registration Statement:
3.1 Restated Certificate of Incorporation of AmSouth Bancorporation
(incorporated by reference to the Registrant's Current Report on Form
8-K filed October 15, 1999, Exhibit 3.1).
3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, Exhibit 3-b).
4 Stockholder Protection Rights Agreement dated as of December 18, 1997,
("Rights Agreement") between AmSouth Bancorporation and The Bank of
New York, as successor to AmSouth Bank, as Rights Agent, 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 (incorporated by reference to the
Registrant's Report on Form 8-K filed on December 18, 1997, Exhibit
4.1).
5 Opinion of Carl L. Gorday, Assistant General Counsel of Registrant.
15 Letter re Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Carl L. Gorday (included in Exhibit 5)
24 Powers of Attorney
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 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, as of the 27/th/ day of July, 2000.
AMSOUTH BANCORPORATION
By: /s/ C. Dowd Ritter
---------------------------------------------
C. Dowd Ritter
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of July 27, 2000.
Signature Title
--------- -----
/s/ C. Dowd Ritter President, Chief Executive
-------------------------------
C. Dowd Ritter Officer and a Director
(Principal Executive Officer)
/s/ Sloan D. Gibson Vice Chairman
-------------------------------
Sloan D. Gibson and Chief Financial Officer
(Principal Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President,
-------------------------------
Robert R. Windelspecht Chief Accounting Officer, and
Controller (Principal Accounting
Officer)
* Chairman of the Board and
-------------------------------
Dennis C. Bottorff a Director
* A Director
-------------------------------
J. Harold Chandler
* A Director
-------------------------------
James E. Dalton, Jr.
* A Director
-------------------------------
Earnest W. Deavenport, Jr.
II-2
<PAGE>
Signature Title
--------- -----
* A Director
------------------------------
Rodney C. Gilbert
* A Director
------------------------------
Elmer B. Harris
* A Director
------------------------------
James A. Haslam II
* Vice Chairman and
------------------------------
Thomas E. Hoaglin a Director
* 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.
By: /s/ Carl L. Gorday
--------------------------------
Carl L. Gorday
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustee has
duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, Alabama, on
July 27, 2000.
AmSouth Bancorporation Thrift Plan
By AmSouth Bank
By: /s/ Katherine W. Davidson
--------------------------------------
Katherine W. Davidson
Senior Vice President
II-4
