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[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
FILED PURSUANT TO
RULE 424 (b) (3)
FILE NO: 333-42542
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Common Stock
(Par Value $1.00 Per Share)
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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.
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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.
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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.
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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
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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
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.
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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
reinvested or to participate through the optional cash payment feature only,
an Authorization Card indicating a
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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.
The Agent has advised us that it intends to use its wholly-owned brokerage
firm subsidiary, BNY ESI & Co., for all trading activities under the Plan and
on behalf of participants in the Plan and that BNY ESI & Co. will receive
commissions in connection with such transactions.
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
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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.
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 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.
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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:
Dividend Payment *Checks for Optional Cash Payments
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
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* 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
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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.)
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
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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.
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.
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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 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.
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.
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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.
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.
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Plan................................................................... 3
Purpose.................................................................. 3
Advantages............................................................... 3
Participation............................................................ 3
Agent.................................................................... 5
Costs.................................................................... 5
Purchases................................................................ 5
Price.................................................................... 6
Optional Cash Payments................................................... 7
Reports to Participants.................................................. 7
Dividends................................................................ 8
Certificates............................................................. 8
Termination of Participation............................................. 9
Other Information........................................................ 9
Use of Proceeds............................................................ 11
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)
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PROSPECTUS
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Dated July 28, 2000
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