<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1994
Registration No. 33-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN FOR CONVERSION
OF THE BANK OF BRADENTON STOCK OPTIONS
(Full title of the plan)
___________________
AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Name and address of agent for service)
(205) 254-5000
(Telephone number, including area code, of agent for service)
with a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
securities to Amount to be Proposed Proposed maximum
be registered registered maximum offering aggregate offering Amount of
price per share price registration fee
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value 4,892 shares $8.19* $40,065.48* $13.82
Rights to Purchase Series A Junior
Participating Preferred Stock 2,174 rights
</TABLE>
* Calculated pursuant to Rule 457(h)(1), and based upon an original
option exercise price of $17.52 for shares of common stock of The Bank
of Bradenton divided by 2.14, the conversion ratio specified in the
Merger Agreement pursuant to which The Bank of Bradenton Stock Options
were converted.
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<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8
(Registration No. 33-55069) filed by SouthTrust Corporation with the Securities
and Exchange Commission on August 15, 1994, are hereby incorporated by
reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 August 29, 1994.
SOUTHTRUST CORPORATION
By: /S/ WALLACE D. MALONE, JR.
-------------------------------------
Its Chairman of the Board of
Directors 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ WALLACE D. MALONE, JR. Chairman, Chief Executive August 29, 1994
- ------------------------------------------- Officer, Director
Wallace D. Malone, Jr.
/S/ ROY W. GILBERT, JR. President, Chief Operating August 29, 1994
- ------------------------------------------- Officer, Director
Roy W. Gilbert, Jr.
/S/ AUBREY D. BARNARD Secretary, Treasurer and August 29, 1994
- ------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
Director August 29, 1994
- -------------------------------------------
H. Allen Franklin
Director August 29, 1994
- -------------------------------------------
Herbert Stockham
* Director August 29, 1994
- -------------------------------------------
Bill L. Harbert
* Director August 29, 1994
- -------------------------------------------
T. W. Mitchell
* Director August 29, 1994
- -------------------------------------------
William C. Hulsey
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
* Director August 29, 1994
- -------------------------------------------
John M. Bradford
* Director August 29, 1994
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
Director August 29, 1994
- -------------------------------------------
Charles G. Taylor
Director August 29, 1994
- -------------------------------------------
Allen J. Keesler, Jr.
* /S/ WILLIAM L. PRATER August 29, 1994
- -------------------------------------------
William L. Prater
Attorney-in-fact
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT NUMBER
5 - Opinion of Bradley, Arant, Rose &
White as to the legality of the
securities being offered.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Bradley, Arant, Rose &
White (included in Exhibit 5).
<PAGE> 1
EXHIBIT 5
August 29, 1994
Board of Directors
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement"), in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to the proposed
offering of up to an additional 4,892 shares of common stock, par value $2.50
per share (the "Common Stock"), of the Company pursuant to the assumption of
options issued pursuant to The Bank of Bradenton Stock Option Plan (the
"Bradenton Plan") in connection with the acquisition of The Bank of Bradenton
by the Company. In this connection, we have examined such records, documents
and proceedings as we have deemed relevant and necessary as a basis for the
opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the shares of the Common Stock of the Company
referred to above to be offered under the Registration Statement have been duly
authorized and, when issued and delivered in accordance with the Bradenton
Plan, will be validly issued, fully paid and nonassessable; and
<PAGE> 2
Board of Directors
SouthTrust Corporation
August 29, 1994
Page 2
(ii) under the laws of the State of Delaware, no personal
liability will attach to the holder of the shares of the Common Stock issued
and delivered in accordance with the Bradenton Plan.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the above- referenced
Registration Statement.
Very truly yours,
/S/ BRADLEY, ARANT, ROSE & WHITE
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8 for the registration of
4,892 shares of SouthTrust Corporation common stock in connection with the
Stock Option Plan for Conversion of The Bank of Bradenton Stock Options) of our
report dated February 4, 1994 incorporated by reference in SouthTrust
Corporation's Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in or made a part of the Registration
Statement.
/s/ Arthur Andersen & Co.
Birmingham, Alabama
August 24, 1994
