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As filed with the Securities and Exchange Commission on August 15, 1995
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------
MR. AUBREY D. BARNARD
SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Name, address, including zip code and telephone number, including area code, of
agent for service)
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The Commission is requested to send copies of all communications to:
C. LARIMORE WHITAKER, ESQ. JAMES R. TANENBAUM, ESQ.
BRADLEY, ARANT, ROSE & WHITE STROOCK & STROOCK & LAVAN
1400 PARK PLACE TOWER SEVEN HANOVER SQUARE
BIRMINGHAM, ALABAMA 35203 NEW YORK, NEW YORK 10004-2696
(205) 521-8000 (212) 806-5400
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective as the
Registrant may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, check the following box. [x]
If this Form is filed to register additional securities for an
offering 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. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C>
Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering registration fee(2)
price(1)
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Debt Securities; Preferred Stock; Common Stock $300,000,000 $103,448.28
===============================================================================================================
</TABLE>
(1) Estimated solely for purposes of computing the registration fee.
(2) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended, and reflects the offering price
rather than the principal amount of any Debt Securities issued at a discount.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (SUBJECT TO COMPLETION)
DATED _______________, 1995
SOUTHTRUST CORPORATION
SouthTrust Corporation (the "Corporation") may offer from time to time
up to $300,000,000 of (i) its notes, debentures or other evidences of unsecured
indebtedness (the "Debt Securities") in one or more currencies on terms to be
determined at the time of sale, (ii) its preferred stock, par value $1.00 per
share (the "Preferred Stock") and (iii) its common stock, par value $2.50 per
share (the "Common Stock"), in one or more currencies on terms to be determined
at the time of sale. The Preferred Stock and Common Stock are collectively
referred to as the "Equity Securities," and the Debt Securities and the Equity
Securities are collectively referred to as the "Offered Securities." The Debt
Securities may be either senior in priority of payment (the "Senior
Securities") or subordinated in right of payment (the "Subordinated
Securities"). When Offered Securities are sold, a supplement to this
Prospectus (the "Prospectus Supplement") will be delivered, which will set
forth the amount and terms of the Offered Securities and of the sale. The
Offered Securities may be sold for U.S. Dollars, Foreign Currencies or foreign
currency units, and the principal of or any interest on the Debt Securities may
be payable in U.S. Dollars, Foreign Currencies or foreign currency units.
When Debt Securities are offered, any applicable Prospectus Supplement
will set forth the specific terms such as, where applicable, the specific
designation, aggregate principal amount, denominations and currency or currency
unit for which the Debt Securities may be purchased, the currency or currency
rate in which the principal and any interest is payable, maturity, interest
rate (which may be fixed or variable), and time of payment of interest, if any,
terms for redemption (which either may be at the option of the Corporation or
the holder), terms for sinking fund payments, initial public offering price,
names of and principal amounts to be purchased by underwriters and compensation
of such underwriters, and information about any listing on a securities
exchange of such Debt Securities as are being offered thereby. When Equity
Securities are offered, any applicable Prospectus Supplement will set forth, in
the case of Preferred Stock, the specifications, such as, where applicable, the
specific title and stated value, any dividend and liquidation rights, voting
rights and the initial public offering price, and, in the case of Common Stock,
the initial public offering price and the aggregate number of shares offered.
The Debt Securities may be issued in registered or bearer form. In
addition, all or a portion of the Debt Securities of a series may be issuable
in temporary or permanent global form. Debt Securities in bearer form will be
offered and sold only outside the United States to non-U.S. Persons and to
foreign branches of certain United States financial institutions. See
"Limitations on Issuance of Bearer Securities."
The Offered Securities may be sold to underwriters for public offering
pursuant to terms of offering fixed at the time of sale. The name of any
underwriter or agent of the Corporation involved in the sale of Offered
Securities will be set forth in any applicable Prospectus Supplement. In
addition, the Offered Securities may be sold by the Corporation directly or
through agents. Any underwriters, dealers or agents participating in the
offering may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"). See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DEBT SECURITIES WILL BE UNSECURED OBLIGATIONS OF THE CORPORATION AND
WILL NOT BE OBLIGATIONS OF A BANK INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY.
The date of this Prospectus is ___________________, 1995.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY WITHIN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OF SOLICITATION WITHIN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY APPLICABLE
PROSPECTUS SUPPLEMENT NOR ANY SALES MADE HEREUNDER OR THEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO SUCH DATE.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: The Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511; and Seven World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained from the
Commission's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street N.W., Washington, D.C. 20549 upon payment of prescribed rates. In
addition, reports, proxy statements, information statements and other
information concerning the Corporation may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street N.W.,
Washington, D.C. 20096. This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto which the Corporation
has filed with the Commission under the Securities Act and to which reference
is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation
are incorporated, as of their respective filing dates, by reference in this
Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994; and
(b) The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.
All reports and definitive proxy or information statements filed by
the Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Offered Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Corporation will furnish without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the documents described
above, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference therein). Written requests should be
addressed to Aubrey D. Barnard, SouthTrust Corporation, SouthTrust Tower, 420
North 20th Street, Birmingham, Alabama 35203. Telephone requests may be
directed to Mr. Barnard at (205) 254-5000.
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SOUTHTRUST CORPORATION
The Corporation, a multi-bank holding company headquartered in
Birmingham, Alabama, was incorporated under the laws of Delaware in 1968 in
order to acquire all of the outstanding capital stock of SouthTrust Bank of
Alabama, N.A., the oldest predecessor of which was incorporated in 1887. The
Corporation engages in a full range of banking services through its 18 bank
subsidiaries, which operate from more than 430 banking locations in Alabama,
Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee.
The Corporation through its bank-related subsidiaries also offers a range of
other services, including mortgage banking services, data processing services
and securities brokerage services. The largest bank subsidiary of the
Corporation is SouthTrust Bank of Alabama, N.A., Birmingham, Alabama, which had
approximately $10.5 billion in total assets as of June 30, 1995. Of the
Corporation's approximately $19.1 billion in assets as of June 30, 1995
approximately $10.6 billion were in Alabama, approximately $3.9 billion were in
Georgia, and approximately $3.4 billion were in Florida.
As a bank holding company, the Corporation is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended
(the "Holding Company Act"). As of December 31, 1994, the capital ratios of
the Corporation and each banking subsidiary of the Corporation were in excess
of the fully phased-in risk-based and leverage capital guidelines of the
Federal Reserve Board, the Office of the Comptroller of the Currency (the
"Comptroller"), and the Federal Deposit Insurance Corporation (the "FDIC"), as
applicable. The various bank and bank-related subsidiaries of the Corporation
are subject to regulation and supervision by the state banking authorities of
the state in which the subsidiary is organized, the Comptroller, the Federal
Reserve Board and/or the FDIC. The amount of dividends that each subsidiary
bank of the Corporation may pay is limited by regulation. See "Regulatory
Matters." The Corporation has pursued a strategy of acquiring banks and
financial institutions throughout the major growth areas of Florida, Georgia,
Mississippi, North Carolina, South Carolina and Tennessee. The purpose of this
expansion is to give the Corporation access to metropolitan markets with
favorable prospects for growth of population, per capita income, and business
development opportunities. As a result of this strategy, the total assets of
the Corporation outside of Alabama have grown to approximately $8.5 billion or
45% of total assets at June 30, 1995.
Through the first two quarters of 1995, the Corporation effected
acquisitions of four financial institutions, with total assets aggregating
approximately $494.0 million, and as of the date of this Prospectus, the
Corporation has executed letters of intent or definitive agreements relating to
the acquisition of three financial institutions, with total assets aggregating
approximately $177.2 million. As a routine part of its business, the
Corporation evaluates opportunities to acquire bank holding companies, banks
and other financial institutions. In addition, in the normal course of its
business, the Corporation receives inquiries and solicitations from banks and
other financial institutions regarding the possible acquisition of banks and
financial institutions. The Corporation routinely reviews and evaluates these
inquiries. Thus, at any particular point in time, including the date of this
Prospectus, discussions, and, in some cases negotiations and due diligence
activities, looking toward or culminating in the execution of preliminary or
definitive documents respecting potential acquisitions may occur or be in
progress.
The Corporation's headquarters are located at 420 North 20th Street,
Birmingham, Alabama 35203 and its telephone number is (205) 254-5000.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges
for each of the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
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1994 1993 1992 1991 1990 1995 1994
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<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS TO FIXED CHARGES
Including Interest on Deposits 1.51 1.56 1.42 1.26 1.18 1.38 1.58
Excluding Interest on Deposits 3.02 4.28 4.23 2.87 1.98 2.31 3.68
</TABLE>
For purposes of computing the consolidated ratios, earnings represent
net income applicable to Common Stock, plus applicable income taxes and fixed
charges. Fixed charges represent interest expense, capitalized interest and
amortization of debt expense. The ratios of earnings to combined fixed charges
and preferred stock dividends are identical to the ratios of earnings to fixed
charges listed above because no shares of Preferred Stock of the Corporation
were outstanding during the periods indicated above.
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USE OF PROCEEDS
The net proceeds from the sale of the Offered Securities will be used
for general corporate purposes, including the Corporation's working capital
needs, the funding of investments in, or extensions of credit to, its banking
and nonbanking subsidiaries, possible acquisitions of other financial
institutions or their assets or liabilities, possible acquisitions of or
investments in other businesses of a type eligible for bank holding companies
and possible reduction of outstanding indebtedness. Pending such use, the
Corporation may temporarily invest the net proceeds in investment grade
securities. The Corporation may, from time to time, engage in additional
capital financings of a character and in amounts to be determined by the
Corporation in light of its need at such time or times and in light of
prevailing market conditions. If the Corporation elects at the time of
issuance of the Offered Securities to make different or more specific use of
proceeds other than that set forth herein, such use will be described in the
applicable Prospectus Supplement.
REGULATORY MATTERS
The Corporation is a bank holding company within the meaning of the
Holding Company Act, and is registered with the Federal Reserve Board. The
Corporation's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to the
Corporation and its nonbanking subsidiaries, whether in the form of loans,
extensions of credit, investments or asset purchases. Such transfers by any
subsidiary bank to the Corporation or any non-banking subsidiary are limited in
amount to 10% of the subsidiary bank's capital and surplus and, with respect to
the Corporation and all such nonbanking subsidiaries, to an aggregate of 20% of
such bank's capital and surplus. Furthermore, such loans and extensions of
credit are required to be secured in specified amounts. The Holding Company
Act also prohibits, subject to certain exceptions, a bank holding company from
engaging in or acquiring direct or indirect control of more than 5% of the
voting stock of any company engaged in non- banking activities. An exception
to this prohibition is for activities expressly found by the Federal Reserve
Board to be so closely related to banking or managing or controlling banks as
to be a proper incident thereto.
As a bank holding company, the Corporation is required to file with the
Federal Reserve Board semi-annual reports and such additional information as
the Federal Reserve Board may require. The Federal Reserve Board may also make
examinations of the Corporation and each of its subsidiaries.
Various federal and state statutory provisions limit the amount of
dividends the subsidiary banks can pay to the Corporation without regulatory
approval. The approval of the Comptroller is required for any dividend by a
national bank if the total of all dividends declared by the bank in any
calendar year would exceed the total of its net profits, as defined by the
Comptroller, for that year combined with its retained net profits for the
preceding two years less any required transfers to surplus or a fund for the
retirement of any preferred stock. Comparable prohibitions on the declaration
of dividends are imposed by the Alabama Banking Code, the Florida Financial
Institutions Code, the North Carolina Banking Code, the South Carolina Banking
Code, the Tennessee Banking Code, the Financial Institution Code of Georgia and
the Mississippi Banking Code. In addition, a national bank may not pay a
dividend in an amount greater than its net profits then on hand after deducting
its loan losses and bad debts. For this purpose, bad debts are defined to
include, generally, the principal amount of loans which are in arrears with
respect to interest by six months or more or are past due as to payment of
principal (in each case to the extent that such debts are in excess of the
reserve for possible credit losses). Under the foregoing laws and regulations,
at June 30, 1995, approximately $254.1 million was available for payment of
dividends to the Company by its bank subsidiaries during the final two quarters
of 1995. The payment of dividends by any subsidiary bank may also be affected
by other factors, such as the maintenance of adequate capital for such
subsidiary bank. In addition to the foregoing restrictions, the Federal Reserve
Board has the power to prohibit dividends by bank holding companies if their
actions constitute unsafe or unsound practices. The Federal Reserve Board has
issued a policy statement on the payment of cash dividends by bank holding
companies, which expresses the Federal Reserve Board's view that a bank holding
company experiencing earnings weaknesses should not pay cash dividends that
exceed its net income or that could only be funded in ways that weaken the bank
holding company's financial health, such as by borrowing. Furthermore, the
Comptroller also has the authority to prohibit the payment of dividends by a
national bank when it determines such payment to be an unsafe and unsound
banking practice.
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RISK-BASED CAPITAL GUIDELINES
Under the Federal Reserve Board's risk-based capital guidelines
applicable to the Corporation, the minimum ratio of capital to risk-weighted
assets (including certain off-balance sheet items, such as standby letters of
credit) is 8%. To be considered a "well capitalized" bank under the
guidelines, a bank must have a total risk-based capital ratio in excess of 10%.
At December 31, 1994, all of the Corporation's subsidiary banks were considered
"well capitalized." At least half of the total capital is to be comprised of
common equity, retained earnings and a limited amount of perpetual preferred
stock, after subtracting goodwill, and certain other adjustments ("Tier 1
capital"). The remainder may consist of perpetual debt, mandatory convertible
debt securities, a limited amount of subordinated debt, other preferred stock
not qualifying for Tier 1 capital and a limited amount of loan loss reserves
("Tier 2 capital"). The Company's national banking subsidiaries are subject to
similar capital requirements adopted by the Comptroller, and its state
non-member bank subsidiaries are subject to similar capital requirements
adopted by the FDIC. In addition, the Federal Reserve Board, the Comptroller
and the FDIC have adopted a minimum leverage ratio (Tier 1 capital to total
assets) of 3%. Generally, banking organizations are expected to operate well
above the minimum required capital level of 3% unless they meet certain
specified criteria, including that they have the highest regulatory ratings.
Most banking organizations are required to maintain a leverage ratio of 3% plus
an additional cushion of at least 1% to 2%. The guidelines also provide that
banking organizations experiencing internal growth or making acquisitions will
be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance upon intangible assets.
On December 31, 1994, the Corporation had a Tier 1 capital ratio of 7.68%, a
total risk-based capital ratio of 11.71% and a leverage ratio of 6.10%.
Under the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, failure to meet the capital guidelines could subject a banking
institution to a variety of enforcement remedies available to federal
regulatory authorities, including the termination of deposit insurance by the
FDIC.
FDICIA CAPITAL REQUIREMENTS
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") substantially revised the depositary institution regulatory and
funding provisions of the Federal Deposit Insurance Act as well as several
other federal banking statutes. Among other things, FDICIA requires the federal
banking regulators to take prompt corrective action in respect of depositary
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." A depository institution is well capitalized if it
significantly exceeds the minimum level required by regulation for each
relevant capital measure, adequately capitalized if it meets each such measure,
undercapitalized if it fails to meet any such measure, significantly
undercapitalized if it is significantly below such measure and critically
undercapitalized if it fails to meet any critical capital level set forth in
regulations. The critically undercapitalized level occurs where tangible
equity is less than 2% of total tangible assets or less than 65% of the minimum
leverage ratio to be prescribed by regulation (except to the extent that 2%
would be higher than such 65% level). A depository institution may be deemed
to be in a capitalization category that is lower than is indicated by its
actual capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions became subject to
restrictions on borrowing from the Federal Reserve System, effective as of
December 19, 1993. In addition, undercapitalized depository institutions are
subject to growth limitations and are required to submit capital restoration
plans. A depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5% of the depository institution's
assets at the time it becomes undercapitalized or the amount of the capital
deficiency when the institution fails to comply with the plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to
succeed in restoring the
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<PAGE> 8
depository institution's capital. If a depository fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized depository institutions are subject to
appointment of a receiver or conservator.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support. In the event of a loss suffered or anticipated by the FDIC -- either
as a result of default of a banking subsidiary of the Corporation or related to
FDIC assistance provided to a subsidiary in danger of default -- the other
banking subsidiaries of the Corporation may be assessed for the FDIC's loss,
subject to certain exceptions.
THE RIEGLE-NEAL INTERSTATE BANKING AND BRANCHING EFFICIENCY ACT
In September 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act") became law. The
Interstate Banking Act has two major provisions regarding the merger,
acquisition and operation of banks across state lines. First it provides that
effective September 29, 1995, adequately capitalized and managed bank holding
companies will be permitted to acquire banks in any state. State laws
prohibiting interstate banking or discriminating against out-of-state banks
will be preempted as of the effective date. States cannot enact laws opting
out of this provision; however, states may adopt a minimum restriction
requiring that target banks located within the state be in existence for a
period of years, up to a maximum of five years, before such bank may be subject
to the Interstate Banking Act. The Interstate Banking Act establishes deposit
caps which prohibit acquisitions that would result in the acquirer controlling
30% or more of the deposits of insured banks and thrifts held in the state in
which the acquisition or merger is occurring or in any state in which the
target maintains a branch or 10% or more of the deposits nationwide.
State-level deposit caps are not preempted as long as they do not discriminate
against out-of-state acquirers, and the federal deposit caps apply only to
initial entry acquisitions.
In addition to the foregoing, the Interstate Banking Act provides that
as of June 1, 1997, adequately capitalized and managed banks will be able to
engage in interstate branching by merging banks in different states. However,
unlike the interstate banking provision, states may opt out of the application
of this provision by enacting specific legislation before June 1, 1997. If a
state does not opt-out, banks will be required to comply with the state's
provisions with respect to branching across state lines.
Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the state legislatures and
before the various bank regulatory agencies. The likelihood and timing of any
such changes and the impact such changes might have on the Corporation and its
subsidiaries, however, cannot be determined at this time.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
applicable Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any applicable Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions may apply
to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
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The Senior Securities will be issued under an Indenture (the "Senior
Indenture") between the Corporation and a Trustee to be named in any applicable
Prospectus Supplement (the "Senior Debt Trustee"). The Subordinated Securities
will be issued under an Indenture (the "Subordinated Indenture") between the
Corporation and a Trustee to be named in any applicable Prospectus Supplement
(the "Subordinated Debt Trustee"). Copies of the forms of Senior Indenture and
the Subordinated Indenture (collectively, the "Indentures") are filed as
exhibits to this Registration Statement.
The following summaries of the Debt Securities and the Indentures do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indentures, including the
applicable definitions therein of certain terms used in this Prospectus. All
capitalized terms not defined in this Prospectus shall have the definitions
ascribed to them in the Indentures.
GENERAL
The Debt Securities will be direct, unsecured obligations of the
Corporation. The Indentures do not limit the amount of Debt Securities that
may be issued thereunder and provide that Debt Securities may be issued
thereunder from time to time in one or more series. The amount of Debt
Securities that may be offered and sold pursuant to this Prospectus, however,
is limited to the aggregate initial offering price of the securities registered
under the Registration Statement of which this Prospectus forms a part.
Any applicable Prospectus Supplement will describe the following terms
of the Offered Debt Securities: (l) the title of the Offered Debt Securities;
(2) any limit on the aggregate principal amount of the Offered Debt Securities;
(3) the date or dates on which the Offered Debt Securities may be issued and
are or will be payable; (4) the rate or rates per annum (which may be fixed or
variable) at which the Offered Debt Securities will bear interest, if any, or
the method by which such rate or rates shall be determined, and the date or
dates from which such interest, if any, will accrue; (5) the date or dates on
which such interest, if any, on the Offered Debt Securities will be payable and
the Regular Record Dates for any such Interest Payment Dates, and the extent to
which, or the manner in which, any interest payable on a temporary or permanent
global Debt Security ("Global Notes") on an Interest Payment Date will be paid
if other than in the manner described under the heading "Global Notes" below;
(6) each office or agency where, subject to the terms of the relevant Indenture
as described below under "Payment and Paying Agents," the principal of, and
premium, if any, and any interest on the Offered Debt Securities will be
payable and each office or agency where, subject to the terms of the relevant
Indenture as described below under "Denominations, Registration and Transfer",
the Offered Debt Securities may be presented for registration of transfer or
exchange and, if applicable, conversion; (7) the period or periods within
which, the price or prices at which, and the terms and conditions upon which
the Offered Debt Securities may be redeemed at the option of the Corporation;
(8) the obligation or option, if any, of the Corporation to redeem, to repay or
purchase the Offered Debt Securities pursuant to any sinking fund or similar
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Debt Securities will be redeemed, repaid or purchased
pursuant to any such obligation; (9) whether the Offered Debt Securities are to
be issued with original issue discount within the meaning of section 1273(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder and the amount of such discount; (10) provisions, if any, for the
defeasance of the Offered Debt Securities; (11) whether the Offered Debt
Securities are to be issued as Registered Securities or Bearer Securities, or
both, and if Bearer Securities are issued, whether Coupons will be attached
thereto, whether Bearer Securities may be exchanged for Registered Securities
and the circumstances and places for such exchange, if permitted, and any
United States tax consequences to foreign investors in Offered Debt Securities;
(12) whether the Offered Debt Securities are to be issued in whole or in part
in the form of one or more temporary or permanent Global Notes in registered or
bearer form and, if so, the identity of the depositary, if any, for such Global
Note or Notes; (13) any provisions for payment of additional amounts for taxes,
and any provisions for redemption in the event the Corporation must comply with
reporting requirements in respect of an Offered Debt Security other than a
Floating Rate Security ("Affected Security") or must pay such additional
amounts in respect of any Offered Debt Security; (14) if other than in U.S.
Dollars, the Foreign Currency or Currencies in which the Debt Securities may be
denominated and the principal of, and premium, if any, and any interest on the
Offered Debt Securities shall or may be paid and, if applicable, whether at the
election of the Corporation and/or the Holder, and the conditions and manner of
determining the exchange rate or rates; (15) any index used to determine the
amount of payment of principal of and premium, if any, and any
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interest on the Offered Debt Securities; (16) the applicable Overdue Rate, if
any; (17) any addition to, or modification or deletion of, any Events of
Default or covenants provided for with respect to the Offered Debt Securities;
(18) the priority of payment of such Offered Debt Securities; and (19) any
other detailed terms and provisions of the Offered Debt Securities which are
not inconsistent with the relevant Indenture. Any applicable Prospectus
Supplement will also describe any special provisions for the payment of
additional amounts with respect to the Offered Debt Securities and terms
relevant to Offered Debt Securities denominated in a Currency other than U.S.
Dollars.
Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. Discount Securities mean
any Debt Securities issued with an "original issue discount" within the meaning
of Section 1273(a) of the Code and the regulations thereunder. Special United
States income tax and other considerations applicable to Discount Securities
will be described in any applicable Prospectus Supplement relating thereto.
Discount Securities may provide for the declaration of acceleration of the
Maturity of an amount less than the principal amount thereof upon the
occurrence of an Event of Default and the continuation thereof.
DENOMINATIONS, REGISTRATION AND TRANSFER
Each Debt Security may be denominated in U.S. Dollars or in other
currencies, European Currency Units ("ECU") or other composite currencies (the
"Specified Currency"), all as set forth in any applicable Prospectus
Supplement. See "Currency Risks."
Debt Securities of a series may be issuable as Registered Securities,
as Bearer Securities with or without Coupons attached or as both Registered
Securities and Bearer Securities. Debt Securities of a series may be issuable
in whole or in part in the form of one or more Global Notes, as described below
under "Global Notes." Unless otherwise provided in an applicable Prospectus
Supplement with respect to a series of Debt Securities, the Debt Securities
will be issuable as Registered Securities without Coupons and in denominations
(a) if denominated in U.S. Dollars, of $1,000 or any integral multiple thereof,
or (b) if denominated in a Specified Currency other than U.S. Dollars, as set
forth in the applicable Prospectus Supplement. One or more Global Notes may be
issued in a denomination or aggregate denominations equal to the aggregate
principal amount of Outstanding Debt Securities of the series to be represented
by such Global Note or Notes.
In connection with the sale during the restricted period (referred to
under "Limitations on Issuance of Bearer Securities"), no Bearer Security may
be mailed or otherwise delivered to any location in the United States (as
defined under "Limitations on Issuance of Bearer Securities") and a Bearer
Security may be delivered only if the Person entitled to receive such Bearer
Security furnishes written certification, in the form required by the
applicable Indenture, to the effect that such Bearer Security is not owned by
or on behalf of a U.S. Person (as defined under "Limitations on Issuance of
Bearer Securities"), or, if a beneficial interest in such Bearer Security is
owned by or on behalf of a U.S. Person, that such U.S. Person (i) acquired and
holds such Bearer Securities through a foreign branch of a financial
institution, (ii) is a financial institution purchasing for its own accounts
and, in the case of either (i) or (ii), such financial institution agrees to
comply with the requirements of Section 165(j) (3) (A), (B) or (C) of the Code
and the regulations thereunder, or (iii) is a financial institution purchasing
for resale during the restricted period only to non-U.S. Persons outside the
United States. See "Global Notes -- Bearer Debt Securities" and "Limitations on
Issuance of Bearer Securities."
Registered Securities of any series (other than a Global Note) will be
exchangeable for other Registered Securities of the same series and a like
aggregate principal amount and tenor of different authorized denominations. In
addition, if so provided in any applicable Prospectus Supplement, Bearer
Securities of any series which are registrable as to principal and interest may,
at the option of the Holder and subject to the terms of the applicable
Indenture, be exchangeable into Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Any Bearer Security surrendered for exchange shall be surrendered with all
unmatured Coupons and all matured Coupons in default except that any Bearer
Security surrendered in exchange for a Registered Security between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the Coupon relating to such date for
payment of interest and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such Coupon when due in accordance with the terms
of the applicable
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Indenture. Except as provided in an applicable Prospectus Supplement, Bearer
Securities will not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than Global Notes) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or co-Security Registrar
designated by the Corporation for such purpose with respect to any series of
Debt Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the applicable Indenture. Such transfer or exchange will be
effected upon the Security Registrar or co-Security Registrar being satisfied
with the documents of title and identity of the person making the request. The
Corporation has appointed the Senior Debt Trustee and the Subordinated Debt
Trustee (the Senior Debt Trustee and the Subordinated Debt Trustee are herein
collectively referred to as the "Trustees") as Security Registrars in respect
of Debt Securities issued under the Senior Indenture and the Subordinated
Indenture respectively.
CURRENCY RISKS
Debt Securities denominated or payable in foreign currencies may
entail significant risks. These risks include, without limitation, the
possibility of significant fluctuations in the foreign currency markets, the
imposition or modification of foreign exchange controls and potential
illiquidity. These risks will vary depending upon the Currency or Currencies
involved and will be more fully described in any applicable Prospectus
Supplement.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in any applicable Prospectus Supplement,
payment of principal of, and premium, if any, and any interest on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as the Corporation
may designate from time to time. Unless otherwise indicated in any applicable
Prospectus Supplement, payment of interest on Bearer Securities on any Interest
Payment Date will be made only against surrender of the Coupon relating to such
Interest Payment Date. No payment with respect to any Bearer Security will be
made at any office or agency of the Corporation in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained in the United States. Payments will not be made in respect of
Bearer Securities or Coupons pursuant to presentation to the Corporation or its
designated Paying Agents within the United States or the making of any other
demand for payment to the Corporation or its designated Paying Agents within
the United States. Notwithstanding the foregoing, payment of principal of, and
premium, if any, and interest on Bearer Securities denominated and payable in
U.S. Dollars will be made at the office of the Corporation's Paying Agent in
The City of New York if (but only if) payment of the full amount thereof in
U.S. Dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
Unless otherwise indicated in any applicable Prospectus Supplement,
payment of principal of, and premium, if any, and any interest on Registered
Securities will be made at the office of such Paying Agent or Paying Agents as
the Corporation may designate from time to time, except that at the option of
the Corporation payment of any interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
Person entitled thereto. Unless otherwise indicated in any applicable
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the Person in whose name such Registered Security is
registered at the close of business on the Regular Record Date for such
interest.
Unless otherwise indicated in any applicable Prospectus Supplement,
the relevant Trustee will act as the Corporation's sole Paying Agent through
its principal office in The City of New York, with respect to Offered Debt
Securities which are issuable solely as Registered Securities. Any Paying
Agents outside the United States and other Paying Agents in the United States
initially designated by the Corporation for the Offered Debt Securities will be
named in any applicable Prospectus Supplement. The Corporation may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that, if Debt Securities of a series are issuable only as Registered
Securities, the Corporation will be required to maintain a Paying Agent in each
Place of Payment for such series and, if Debt Securities of a series
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may be issuable as Bearer Securities, the Corporation will be required to
maintain (i) a Paying Agent in The City of New York for payments with respect
to any Registered Securities of the series (and for payments with respect to
Bearer Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Debt Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Corporation will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, for the Debt Securities of such series.
All monies paid by the Corporation to the Trustees or a Paying Agent
for the payment of principal of, and premium, if any, and any interest on any
Debt Securities which remain unclaimed at the end of two years after such
principal, premium or interest shall have become due and payable will be repaid
to the Corporation and the Holder of such Debt Securities or any Coupon will
thereafter look only to the Corporation for payment thereof.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Notes that will be deposited with or on behalf
of a depositary located in the United States (a "U.S. Depositary") or a common
depositary located outside the United States (a "Common Depositary") identified
in any applicable Prospectus Supplement relating to such series. Global Notes
may be issued in either registered or bearer form and in either temporary or
permanent form.
The specific terms of the depositary arrangement with respect to any
Offered Debt Securities of a series will be described in any applicable
Prospectus Supplement relating to such series. The Corporation anticipates
that the following provisions will apply to all depositary arrangements.
Book-Entry Debt Securities
Unless otherwise specified in any applicable Prospectus Supplement,
Debt Securities which are to be represented by a Global Note to be deposited
with or on behalf of a U.S. Depositary will be represented by a Global Note
registered in the name of such depositary or its nominee. Upon the issuance of
a Global Note in registered form, the U.S. Depositary for such Global Note will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Note to the
accounts of institutions that have accounts with such depositary or its nominee
("Participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Corporation if such
Debt Securities are offered and sold directly by the Corporation. Ownership of
beneficial interests in such Global Notes will be limited to Participants or
persons that may hold interests through Participants. Ownership of beneficial
interests by Participants in such Global Notes will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the U.S. Depositary or its nominee for such Global Note.
Ownership of beneficial interests in Global Notes by persons that hold through
Participants will be shown on, and the transfer of that ownership interest
within such Participant will be effected only through, records maintained by
such Participant. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the U.S. Depositary for a Global Note in registered form,
or its nominee, is the registered owner of such Global Note, such depositary or
such nominee, as the case may be, will be considered the sole owner or Holder
of the Debt Securities represented by such Global Note for all purposes under
the Indenture governing such Debt Securities. Except as set forth below,
owners of beneficial interests in such Global Notes will not be entitled to
have Debt Securities of the series represented by such Global Note registered
in their names, will not receive or be entitled to receive physical delivery of
Debt Securities of such series in definitive form and will not be considered
the owners or Holders thereof under the applicable Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a U.S. Depositary or its
nominee will be made to the U.S. Depositary or its nominee, as the case may
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be, as the registered owner or the Holder of the Global Note representing such
Debt Securities. None of the Corporation, the Trustees, any Paying Agent or
the Security Registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Note for such Debt Securities or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Corporation expects that the U. S. Depositary for Debt Securities
of a series, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Note, will credit immediately Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Note as shown on the records
of such depositary. The Corporation also expects that payments by Participants
to owners of beneficial interests in such Global Note held through such
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
Participants.
A Global Note may not be transferred except as a whole by the U.S.
Depositary for such Global Note to or among a nominee or a successor. If a
U.S. Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Corporation within ninety days, the Corporation will issue Debt Securities
in definitive registered form in exchange for the Global Note or Global Notes
representing such Debt Securities. In addition, the Corporation may at any
time and in its sole discretion determine not to have any Debt Securities in
registered form represented by one or more Global Notes and, in such event,
will issue Debt Securities in definitive form in exchange for the Global Note
or Global Notes representing such Debt Securities. Further, if the Corporation
so specifies with respect to Debt Securities of a series, an owner of a
beneficial interest in a Global Note representing Debt Securities of such
series may, on terms acceptable to the Corporation and the U.S. Depositary,
receive individual Debt Securities of such series in exchange for such
beneficial interests, subject to any limitations in any applicable Prospectus
Supplement relating to such Offered Debt Securities. In any such instance, an
owner of a beneficial interest in a Global Note will be entitled to physical
delivery in definitive form of Debt Securities of the series represented by
such Global Note equal in principal amount to such beneficial interest and to
have such Debt Securities registered in its name.
Bearer Debt Securities
Unless otherwise specified in any applicable Prospectus Supplement,
all Bearer Securities of a series initially will be issued in the form of a
single temporary Global Note, to be deposited with a Common Depositary in
London for the operator of the Euro-clear System ("Euro-clear Operator") or
CEDEL, S.A. ("CEDEL") for credit to the designated accounts. Commencing 40
days after the issue date of a temporary Global Note, the Debt Securities
represented by such temporary Global Note will be exchangeable for definitive
Debt Securities or for interests in a permanent Global Note, without interest
Coupons, representing Debt Securities having the same interest rate and Stated
Maturity but in each such case only upon written certification in the form and
to the effect described above under "Denominations, Registration and Transfer."
The beneficial owner of a Debt Security represented by a temporary Global Note
or a permanent Global Note, on or after the applicable exchange date and upon
30 days' notice to the relevant Trustee given through the Euro-clear Operator
or CEDEL, may exchange its interest for definitive Bearer Securities or
definitive Registered Securities of any authorized denomination. No Bearer
Security delivered in exchange for a portion of a temporary Global Note or a
permanent Global Note shall be mailed or otherwise delivered to any location in
the United States in connection with such exchange.
Unless otherwise specified in any applicable Prospectus Supplement,
interest in respect of any portion of a temporary Global Note payable in
respect of an Interest Payment Date occurring prior to the date on which Debt
Securities represented by such temporary Global Note are exchangeable for
definitive Debt Securities or for interests in a permanent Global Note will be
paid to each of the Euro-clear Operator and CEDEL with respect to the portion
of the temporary Global Note held for its account. Each of the Euro-clear
Operator and CEDEL, will undertake in such circumstances to credit such
interest received by it in respect of a temporary Global Note to the respective
accounts for which it holds such temporary Global Note only upon receipt in
each case of written certification in the form and to the effect described
above under "Denominations, Registration and Transfer."
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LIMITATIONS ON THE CORPORATION AND CERTAIN SUBSIDIARIES
The Indentures prohibit the sale, assignment, transfer or other
disposition of any shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock of a
Major Constituent Bank, and further prohibits a Major Constituent Bank from
issuing any shares of, or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, such Voting Stock, if, after
giving effect to the transaction and to the issuance of the maximum number of
shares of Voting Stock issuable upon all such convertible securities, options,
warrants or rights, the Major Constituent Bank would cease to be a Controlled
Subsidiary, as provided in the Indentures. The Indentures further prohibit the
merger or consolidation of any Major Constituent Bank with or into any other
corporation, or the other disposition of all or substantially all of its
properties and assets to any Person, if, after giving effect to such
transaction, its successor in the merger or consolidation, or the person that
acquires all or substantially all of its assets or properties will become a
Controlled Subsidiary; provided, however, that the Corporation may sell,
assign, transfer or otherwise dispose of any shares of, or securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of a Major Constituent Bank, (i) in compliance with an
order of a court or regulatory authority of competent jurisdiction; or (ii)
where the proceeds, if any, from such sale, assignment or disposition are,
within a reasonable period of time, invested in any Controlled Subsidiary
engaged in the banking business or any other business in which bank holding
companies may legally engage, pursuant to an understanding or agreement in
principle reached at the time of such sale, assignment or disposition.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the
Corporation and will rank pari passu with all outstanding unsecured, senior
indebtedness of the Corporation.
EVENTS OF DEFAULT
The following are Events of Default under the Senior Indenture with
respect to Senior Securities of any series: (a) default in the payment of any
interest on any Senior Security of that series when it becomes due and payable,
and continuance of such default for a period of 30 days; (b) default in the
payment of the principal of or any premium on any Senior Security of such
series at its maturity; (c) default in the deposit of any sinking fund payment,
when and as due by the terms of any Senior Security of that series; (d) failure
of the Corporation, subject to the terms of the Indenture, to perform any other
covenant of the Corporation in the Senior Indenture unless the Holders of
majority in principal of outstanding Senior Securities waives compliance with
such covenant; (e) default in the performance, or breach, of any covenant or
warranty of the Corporation (other than a covenant included in such Indenture
solely for the benefit of a series of Debt Securities other than that series),
and continuance of such default or breach for 90 days after written notice as
provided in such Indenture; (f) certain events involving bankruptcy, insolvency
or reorganization of the Corporation or a Major Constituent Bank whether
voluntary or involuntary; (g) indebtedness for borrowed money of the
Corporation or any Major Constituent Bank in excess of $5,000,000 (whether such
indebtedness now exists or is hereafter created) is not paid at final maturity
or becomes or is declared due and payable prior to the date or dates on which
such indebtedness would otherwise have become due and payable as a result of
the occurrence of one or more events of default as defined in any mortgages,
indentures, or instruments under which such indebtedness may have been issued
or by which such indebtedness may have been secured ("acceleration"), and such
failure at final maturity to pay or acceleration or accelerations, as the case
may be, shall not be rescinded, annulled, or cured prior to the expiration of
30 days after the date such failure to pay at final maturity or acceleration or
accelerations occurred; and (h) any other event of default provided for with
respect to Debt Securities of that series.
If any Event of Default (other than an Event of Default specified in
clause (f) above) occurs and is continuing with respect to Senior Securities of
any series at the time outstanding, either the Senior Debt Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series to be due and payable immediately in the
Currency in which such Senior Securities are denominated. If an Event of
Default
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specified in clause (f) above occurs, such principal amount shall become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. At any time after a declaration of acceleration
with respect to Senior Securities of any series has been made, but before a
judgment or decree based on acceleration has been obtained, the Holders of a
majority in aggregate principal amount of Outstanding Debt Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in items (a), (b) or (c) above, the Corporation will, upon
demand of the Senior Debt Trustee, pay to the Senior Debt Trustee, for the
benefit of the Holder of any such Senior Security, the whole amount then due
and payable on such Senior Securities or matured Coupons for principal,
premium, if any, and interest. The Senior Indenture further provides that if
the Corporation fails to pay such amount forthwith upon such demand, the Senior
Debt Trustee may, among other things, institute a judicial proceeding for the
collection thereof.
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of
the Corporation and will rank pari passu with all outstanding, unsecured,
subordinated indebtedness of the Corporation.
Subordination
The Subordinated Securities will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Indebtedness (as defined below) of the Corporation. In the event that the
Corporation shall default in the payment of any principal of or interest on any
Senior Indebtedness when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise, then, unless
and until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) will be made or agreed to be made for principal of or interest on
the Subordinated Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Subordinated Securities. "Senior
Indebtedness" means (i) any obligation of the Corporation to its creditors
whether now outstanding or subsequently incurred, as to which, in the creating
instrument, it is provided that such obligation is Senior Indebtedness, (ii)
the Corporation's 8 5/8% Subordinated Notes due May 15, 2004, (iii) the
Corporation's 7% Debentures due May 15, 2003, and (iv) the Corporation's 7 5/8%
Subordinated Notes due May 1, 2004.
In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Corporation, its creditors or its property, (ii) any
proceeding for the liquidation, dissolution or other winding up of the
Corporation, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by the Corporation for the benefit
of creditors or (iv) any other marshalling of the assets of the Corporation,
all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) will be paid in full before any payment
or distribution, whether in cash, securities or other property, is made on
account of the principal of or interest on the Subordinated Securities. In
such event, any payment or distribution on account of the principal of or
interest on the Subordinated Securities, whether in cash, securities or other
property (other than securities of the Corporation or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
is subordinate, at least to the extent provided in the subordination provisions
with respect to the Subordinated Securities, to the payment of all Senior
Indebtedness at the time outstanding, and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for the subordination provisions) be payable or deliverable in
respect of the Subordinated Securities, will be paid or delivered directly to
the holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) has
been paid in full. If any payment or distribution on account of the principal
of or interest on the Subordinated Securities of any character or any security,
whether in cash, securities or other property (other than securities of the
Corporation or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Subordinated
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), shall be received by any Holder of any
Subordinated Securities in
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contravention of any of the terms of the Subordinated Indenture and before all
the Senior Indebtedness shall have been paid in full, such payment or
distribution or security will be received in trust for the benefit of, and will
be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Indebtedness, the Holders of
Subordinated Securities, together with the holders of any obligations of the
Corporation ranking on a parity with the Subordinated Securities, will be
entitled to be repaid from the remaining assets of the Corporation the amounts
at that time due and owing on account of unpaid principal of or any premium and
interest on the Subordinated Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or obligations of the Corporation ranking
junior to the Subordinated Securities and such other obligations. By reason of
such subordination, in the event of the insolvency of the Corporation, holders
of Senior Indebtedness may receive more, ratably, and Holders of the
Subordinated Securities having a claim pursuant to such Subordinated Securities
may receive less, ratably, than the other creditors of the Corporation. Such
subordination will not prevent the occurrence of an Event of Default in respect
of the Subordinated Securities. See "Events of Default and Limited Rights of
Acceleration" for limitations on the right of acceleration.
Events of Default and Limited Rights of Acceleration
The Subordinated Indenture defines an Event of Default as being
certain events involving the bankruptcy, insolvency or reorganization of the
Corporation and, if specified in the resolution adopted by the Board of
Directors with respect to a series, certain other events. If an Event of
Default occurs and is continuing, either the Subordinated Debt Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Subordinated Securities of that series (or, if the Subordinated Securities of
that series are Discount Securities, such portion of the principal amount as
may be specified in the terms of the series) may declare the principal amount
of all the Subordinated Securities of that series to be due and payable
immediately in the Currency in which such Subordinated Securities are
denominated. The foregoing provision would be subject as to enforcement to the
broad equity powers of a federal bankruptcy court and to the determination by
that court of the nature of the rights of the Holders of the Subordinated
Securities. At any time after a declaration of acceleration with respect to
the Subordinated Securities has been made, but before a judgment or decree
based on acceleration has been obtained, the Holders of a majority in aggregate
principal amount of outstanding Subordinated Securities may, under certain
circumstances, rescind and annul such acceleration.
Any applicable Prospectus Supplement relating to a series of
Subordinated Securities may provide for a right of acceleration of the payment
of principal of the Subordinated Securities, or certain series thereof, upon a
default in the payment of principal or interest or in the performance of any
covenant or agreement in the Subordinated Securities or Subordinated Indenture.
If not so provided, in the event of a default in the payment of principal or
accrued interest or the performance of any covenant or agreement in the
Subordinated Securities or Subordinated Indenture, the Subordinated Debt
Trustee may, subject to certain limitations and conditions, seek to enforce
payment of such principal or accrued interest or the performance of such
covenant or agreement.
MISCELLANEOUS RIGHTS AND OBLIGATIONS OF TRUSTEES
The Indentures provide that, subject to the duty of the Trustees
during default to act with the required standard of care, the respective
Trustee will be under no obligation to exercise any of its rights or powers
under the relevant Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to such Trustee reasonable security or
indemnity against costs, expenses and liabilities which might be incurred by
such Trustee. Subject to such provisions for the indemnification of the
Trustees, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the relevant Trustee, or exercising any trust or power conferred on such
Trustee, with respect to the Debt Securities of that series.
The Corporation is required to furnish the Trustees annually with a
statement as to the performance by the Corporation of certain of its
obligations under the relevant Indentures and as to any default in such
performance and
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to file with the relevant Trustee written notice of the occurrence of any
default or Event of Default within ten business days of the Corporation
becoming aware of such default or Event of Default.
MODIFICATION AND WAIVER
Modifications of and amendments to an Indenture may be made by the
Corporation and the relevant Trustee with the consent of the Holders of not
less than a majority in principal amount of the Outstanding Debt Securities of
each series affected by such modification or amendment voting separately;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby, (a)
change the Stated Maturity of the principal of, or any installment of principal
or interest on, any Debt Security, (b) reduce the principal amount of, or any
premium or interest on, any Debt Security, (c) reduce the amount of principal
of a Discount Security payable upon acceleration of the Maturity thereof, (d)
change the Currency in which principal of, or any premium or interest on, any
Debt Security is denominated or payable, (e) adversely affect the right of
repayment or repurchase, if any, at the option of the Holder, (f) reduce the
amount of or postpone the date fixed for any payment under any sinking fund or
similar provisions, (g) impair the right to institute suit for the enforcement
of any payment on or with respect to any Debt Security, (h) reduce the
percentage in principal amount of Outstanding Debt Securities of any series,
the consent of whose Holders is required for modification or amendment of the
relevant Indenture or for waiver of compliance with certain provisions of such
Indenture or for waiver of certain defaults, (i) limit the obligation of the
Corporation to maintain a paying agency outside the United States for Bearer
Securities, (j) limit the obligation of the Corporation to redeem an Affected
Security, or (k) modify the provisions of an Indenture relating to the
modification of the Indenture, or the circumstances under which the Holders may
waive past defaults by and certain covenants of the Corporation.
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with certain covenants of the relevant Indenture
and any Event of Default resulting in acceleration of such Debt Securities in
specified circumstances. The Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series may, on behalf of all
Holders of Debt Securities of that series, waive any past default under the
relevant Indenture with respect to Debt Securities of that series, except a
default, (i) in the payment of principal, premium, if any, or interest or in
the payment of any sinking fund installment or analogous obligation, or (ii) in
respect of a covenant or provision that cannot be modified or amended without
the consent of the Holders of each Outstanding Debt Security affected thereby.
The Corporation may, with the consent of its Board of Directors and
the Trustee, change the terms of an Indenture through an indenture supplement
without the consent of any Holders only for the following purposes: (i) to
evidence the succession of another corporation to the Corporation and the
assumption by any such successor of the covenants of the Corporation under the
relevant Indenture; (ii) to add to the covenants of the Corporation for the
benefit of the Holders or to surrender any right or power herein conferred upon
the Corporation; (iii) to add any additional Events of Default; (iv) to add to
or change any of the provisions of the relevant Indenture to facilitate the
issuance of Debt Securities in bearer form; (v) to change or eliminate any of
the relevant Indenture's provisions, provided that there are no Debt Securities
outstanding which are entitled to the benefit of such provision; (vi) to secure
the Debt Securities; (vii) to supplement any of the provisions of the relevant
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Debt Securities provided that any
such action shall not adversely affect the interests of the Holders of Debt
Securities of such series or any other series of Debt Securities; (viii) to
establish the form or terms of the Debt Securities and Coupons, if any, as
permitted by the relevant Indenture; (ix) to evidence and provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under the relevant Indenture by more than one
Trustee; (x) to make any modifications, amendments or supplements to any
provisions herein which modifications, amendments or supplements are required
pursuant to any amendment of the Trust Indenture Act of 1939 enacted, or any of
the rules promulgated thereunder, after the date hereof; and (xi) to cure any
ambiguity, any defect or any inconsistent provision, provided such action shall
not adversely affect the Holders' interests in any material respect.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Both Indentures provide that the Corporation shall not consolidate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially to any Person, and shall not permit any
person to consolidate with or merge into the Corporation or convey, transfer or
lease its properties and assets substantially to the Corporation, unless (i)
the corporation into which the Corporation is merged or consolidation or to
which substantially all of the Corporation's assets or properties are conveyed,
transferred or leased, or the corporation resulting from such merger or
consolidation, expressly assumes the payment of the principal (and premium, if
any) and interest on all the Debt Securities and the performance of every
covenant of the Indentures; (ii) no Event of Default, and no event which after
notice of lapse of time, or both, would become an Event of Default, shall
happen or be continuing upon the occurrence of such transaction; (iii) the
Corporation formed by such consolidation or into which the Corporation shall
have been merged or the Person to which such sale, lease or other disposition
shall have been made is a banking institution or a bank holding company subject
to Federal or State authority; and (iv) the Corporation delivers to the
respective Trustee an Officers' Certificate and an Opinion of Counsel stating
that the consolidation, merger, conveyance, transfer or lease required in
connection with such transaction, and the supplemental indenture, if any,
complies with the Indentures and all conditions precedent have been complied
with.
DEFEASANCE
If so specified in any applicable Prospectus Supplement with respect
to the Offered Debt Securities of any series, the Corporation, at its option,
(i) will be discharged from any and all obligations in respect of the Offered
Debt Securities of such series (except for certain obligations to register the
transfer or exchange of Offered Debt Securities of such series, to replace
stolen, lost or mutilated Offered Debt Securities of such series, to maintain
paying agencies and to hold moneys for payment in trust) or (ii) will not be
subject to provisions of the relevant Indenture concerning limitations upon the
disposition of Voting Stock of Major Constituent Banks, and the consolidation,
merger and sale of assets in each case if the Corporation deposits with the
relevant Trustee, in trust, money or U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay all the principal,
premium, if any, and interest on the Offered Debt Securities of such series on
the dates such payments are due in accordance with the terms of such Offered
Debt Securities. To exercise either such option, the Corporation is required,
among other things, to deliver to the relevant Trustee an opinion of counsel to
the effect that (1) the Corporation has received from or there has been
published by the United States Internal Revenue Service a ruling to the effect
that the deposit and related defeasance would not cause the Holders of the
Offered Debt Securities of such series to recognize income, gain or loss for
United States income tax purposes and (2) if the Offered Debt Securities of
such series are then listed on any national securities exchange, such Offered
Debt Securities would not be delisted from such exchange as a result of the
exercise of such option. Notwithstanding the foregoing, no discharge or
defeasance described above shall affect the obligations, if applicable, of the
Corporation with respect to the conversion of Debt Securities of a given series
into Common Stock.
NOTICES
Except as otherwise provided in the Indentures, notices to Holders of
Bearer Securities will be given by publication at least twice in a daily
newspaper in The City of New York and, if Debt Securities of such series are
then listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, in a daily
newspaper in London or Luxembourg or any other required city located outside
the United States, as the case may be, or, if not practicable, elsewhere in
Europe. Notices to Holders of Registered Securities will be given by mail to
the address of such Holders as they appear in the Security Register.
GOVERNING LAW
The Indentures, the Offered Securities and the Coupons, if any, will
be governed by, and construed in accordance with, the laws of the State of New
York. A judgment for money damages by courts in the United States, including a
money judgment based on an obligation expressed in a Foreign Currency,
ordinarily will be rendered only in U.S. Dollars.
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REGARDING THE TRUSTEES
The Corporation and certain subsidiaries from time to time may borrow
from the Trustees, maintain deposit accounts and conduct other banking
transactions with them in the ordinary course of their business.
U.S. FEDERAL TAXATION
The Prospectus Supplement will contain a brief summary of the relevant
United States federal income taxation laws applicable to the Offered Debt
Securities.
DESCRIPTION OF CAPITAL STOCK
The following summaries of the Preferred Stock and the Common Stock do
not purport to be complete and are subject to and qualified in their entirety
by reference to the applicable provisions of the Delaware General Corporation
Law and the Company's Restated Certificate of Incorporation, including the
Certificate of Designation describing the Series A Junior Participating
Preferred Stock, and the Corporation's Restated Bylaws.
The authorized capital stock of the Corporation consists of
200,000,000 shares of Common Stock, and 5,000,000 shares of Preferred Stock.
As of June 30, 1995, 83,464,258 shares of Common Stock were issued and
outstanding and no shares of Preferred Stock were outstanding. As of December
31, 1994, 2,741,834 shares of Common Stock were reserved for issuance pursuant
to employee benefit plans of the Corporation, and 90,812 were reserved for the
conversion of convertible debentures assumed in connection with a 1988
acquisition by the Corporation. In addition, 500,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock were reserved for
issuance upon the exercise of certain rights described below under
"Stockholders' Rights Plan."
Since the Corporation is a holding company, the right of the
Corporation, and hence the right of creditors and stockholders of the
Corporation, to participate in any distribution of assets of any subsidiary
(including SouthTrust Bank of Alabama, N.A.) upon its liquidation or
reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the
Corporation itself as a creditor of the subsidiary may be recognized.
DESCRIPTION OF PREFERRED STOCK
The following descriptions of the terms of the Preferred Stock sets
forth certain general items and provisions of the Preferred Stock to which any
applicable Prospectus Supplement may relate. The specific terms of any series
of the Preferred Stock offered by any applicable Prospectus Supplement will be
described in any applicable Prospectus Supplement relating to such series of
the Preferred Stock. If so indicated in any applicable Prospectus Supplement,
the terms of any such series may differ from the terms set forth below. The
description of certain provisions of the Preferred Stock set forth below and in
any applicable Prospectus Supplement does not purport to be complete and is
subject to and qualified in its entirety by reference to the Certificate of
Designations relating to each series of the Preferred Stock which will be filed
with the Commission.
General
Under the Corporation's Restated Certificate of Incorporation, the
Board of Directors is authorized without further stockholder action to provide
for the issuance of up to 5,000,000 shares of Preferred Stock, in one or more
series, by adoption of a resolution or resolutions providing for the issuance
of such series and determining the relative rights and preferences of the
shares of any such series with respect to the rate of dividend, call
provisions, payments on liquidation, sinking fund provisions, conversion
privileges and voting rights and whether the shares shall be cumulative,
noncumulative or partially cumulative. The holders of the Preferred Stock
would not have any
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preemptive right to subscribe for any shares issued by the Corporation. It is
not possible to state the actual effect of the authorization and issuance of
Preferred Stock upon the rights of holders of the Common Stock unless and until
the Board of Directors determines the price and specific rights of the holders
of a series of the Preferred Stock. Such effects might include, however, (i)
restrictions on dividends on the Common Stock if dividends on Preferred Stock
have not been paid; (ii) dilution of the voting power of the Common Stock to
the extent that the Preferred Stock has voting rights, or that any Preferred
Stock series is convertible into Common Stock; (iii) dilution of the equity
interest of the Common Stock unless the Preferred Stock is redeemed by the
Corporation; and (iv) the Common Stock not being entitled to share in the
Corporation's assets upon liquidation until satisfaction of any liquidation
preference granted the Preferred Stock. While the ability of the Corporation
to issue Preferred Stock is, in the judgment of the Corporation's Board of
Directors, desirable in order to provide flexibility in connection with
possible acquisitions and other corporate purposes, its issuance could impede
an attempt by a third party to acquire a majority of the outstanding voting
stock of the Corporation.
In connection with the adoption of the Stockholder's Rights Plan
described below, the Corporation's Board of Directors designated 500,000 shares
of the Corporation's authorized but unissued Preferred Stock as Series A Junior
Participating Stock (which has been previously referred to as the "Series A
Preferred Stock"). The terms of the Series A Preferred Stock are such that one
share of Series A Preferred Stock will be approximately equivalent in terms of
dividend and voting rights to 100 shares of Common Stock. No shares of Series
A Preferred Stock have been issued as of the date of the Prospectus.
DESCRIPTION OF COMMON STOCK
Dividend Rights
Subject to any prior rights of any Preferred Stock of the Corporation
outstanding, holders of the Common Stock are entitled to dividends when, as and
if declared by the Board of Directors out of funds legally available therefor.
Under Delaware law, the Corporation may pay dividends out of surplus (whether
capital surplus or earned surplus) or net profits for the fiscal year in which
declared or for the preceding fiscal year, even if its surplus accounts are in
a deficit position. The sources of funds for payment of dividends by the
Corporation are its subsidiaries. Because its primary subsidiaries are banks,
payments made by such subsidiaries to the Corporation are limited by law and
regulations of the bank regulatory authorities. See "Regulatory Matters."
Voting Rights And Other Matters
The holders of the Common Stock are entitled to one vote per share on
all matters brought before the stockholders. The holders of the Common Stock
do not have the right to cumulate their shares of Common Stock in the election
of directors. The Restated Certificate of Incorporation of the Corporation
provides that in the event of a transaction or a series of transactions with an
Interested Stockholder (generally defined as a holder of more than 10% of the
voting stock of the Corporation or an affiliate of such a holder) pursuant to
which the Corporation would be merged into or with another corporation or
securities of the Corporation would be issued in a transaction which would
permit control of the Corporation to pass to another entity, or similar
transactions having the same effect, approval of such transactions requires the
vote of the holders of 70% of the voting power of the outstanding voting
securities of the Corporation, except in cases in which either certain price
criteria and procedural requirements are satisfied or the transaction is
recommended to the stockholders by a majority of the members of the Board of
Directors who are unaffiliated with the Interested Stockholder and who were
directors before the Interested Stockholder became an Interested Stockholder.
The Common Stock does not have any conversion rights, nor are there
any redemption or sinking fund provisions applicable thereto. Holders of
Common Stock are not entitled to any preemptive rights.
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Liquidation Rights
In the event of liquidation, holders of the Common Stock will be
entitled to receive pro rata any assets distributable to stockholders with
respect to the shares held by them, after payment of indebtedness and such
preferential amounts as may be required to be paid to the holders of any
Preferred Stock hereafter issued by the Corporation.
Provisions With Respect To Board Of Directors
The Restated Certificate of Incorporation of the Corporation provides
that the members of the Board of Directors are divided into three classes as
nearly equal in number as possible. Each class is elected for a three-year
term. At each Annual Meeting of Stockholders, roughly one-third of the members
of the Board of Directors will be elected for a three-year term. The other
directors will remain in office until their three year terms expire.
Therefore, control of the Board of Directors cannot be changed in one year, and
at least two annual meetings must be held before a majority of the members of
the Board of Directors can be changed.
Special Vote Requirements For Certain Amendments To Restated Certificate Of
Incorporation
The General Corporation law of the State of Delaware and the Restated
Certificate of Incorporation and Bylaws of the Corporation provide that a
director, or the entire Board of Directors, may be removed by the stockholders
only for cause. The Restated Certificate of Incorporation and Bylaws of the
Corporation also provide that the affirmative vote of the holders of at least
70% of the voting power of the outstanding capital stock entitled to vote for
the election of directors is required to remove a director or the entire Board
of Directors from office. Certain portions of the Restated Certificate of
Incorporation of the Corporation described in certain of the proceeding
paragraphs, including those related to business combinations and the classified
Board of Directors, may be amended only by the affirmative vote of the holders
of 70% of the outstanding voting stock of the Corporation.
Possible Effect Of Special Provisions
Certain of the provisions contained in the Restated Certificate of
Incorporation and Bylaws of the Corporation described above have the effect of
making it more difficult to change the Board of Directors, and may make the
Board of Directors less responsive to stockholder control. These provisions
also may tend to discourage attempts by third parties to acquire the
Corporation, and, as a result, may adversely affect the price that a potential
purchaser would be willing to pay for the capital stock of the Corporation,
thereby reducing the amount a stockholder might realize in, for example, a
tender offer for the capital stock of the Corporation.
Stockholders' Rights Plan
On February 22, 1989, the Board of Directors of the Company declared a
dividend to holders of Common Stock of record on March 6, 1989 (the "Record
Date") of one right (a "Right"; collectively, the "Rights") for, and to be
attached to, each share of Common Stock outstanding on the Record Date. Each
Right entitles the holder thereof to purchase from the Company one
one-hundredth of a share of Preferred Stock designated as the Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") at a purchase price
of $75.00 (the "Purchase Price"). Such resolutions also provide that as long
as the Rights are attached to shares of Common Stock as provided in the Rights
Agreement referred to below, the appropriate number of Rights shall be issued
with each share of Common Stock issued after March 6, 1989. The number of
Rights attached to or to be issued with each share of SouthTrust Common Stock
as well as the redemption price for each such Right, were appropriately
decreased as a result of a three-for-two stock split effected by SouthTrust on
January 24, 1992, and a three-for-two stock split effected by SouthTrust on May
19, 1993. Accordingly, at the present time four-ninths of a Right is attached
to each share of SouthTrust Common Stock.
The Rights will expire on February 22, 1999, unless redeemed earlier,
and will not be exercisable or transferable separately from the shares of
Common Stock until the close of business on the Distribution Date, which will
occur on the earlier of (i) the tenth day following a public announcement that
a person (an "Acquiring Person") or any associate or affiliate of an Acquiring
Person has acquired, or obtained the right to acquire, beneficial
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ownership of 20% or more of the outstanding Common Stock (the "Stock
Acquisition Date"); or (ii) the tenth day following commencement of a tender or
exchange offer which would result in the ownership of 20% or more of the
outstanding Common Stock; or (iii) the tenth day after the Board of Directors
declares, upon a determination by at least a majority of the Corporation's
independent directors, that a person, alone or with affiliates and associates
(an "Adverse Person"), has become the beneficial owner of a substantial amount
(not to be less than 10%) of outstanding Common Stock and that such person's
ownership either is intended to cause the Corporation to take action adverse to
its long-term interests or may cause a material adverse impact on the
Corporation to the detriment of the Corporation's Stockholders.
In the event that (i) the Board of Directors determines that a person
is an Adverse Person; (ii) the Corporation is the surviving corporation in a
merger with an Acquiring Person and the Corporation's Common Stock remains
outstanding and unchanged and is not exchanged for securities of the Acquiring
Person or other property; (iii) an Acquiring Person receives a financial
benefit or advantage, through certain self-dealing transactions involving the
Corporation, greater than that received by other stockholders of the
Corporation or that which would have resulted from arms-length negotiations;
(iv) a person becomes the beneficial owner of 30% or more of the outstanding
Common Stock of the Corporation (except pursuant to a "Fair Offer" as
determined by the independent directors); or (v) while there is an Acquiring
Person, an event involving the Corporation or any of its subsidiaries occurs
which results in the Acquiring Person's proportionate ownership interest being
increased by more than 1%, each holder of a Right will have the right to
receive, upon payment of the Purchase Price, in lieu of Series A Preferred
Stock, a number of shares of Common Stock (or, in certain circumstances, cash
or other property) having a value equal to twice the Purchase Price. Rights
are not exercisable following the occurrence of any of the events set forth in
this paragraph until the expiration of the period during which the Rights may
be redeemed by the Corporation as described below. Notwithstanding the
foregoing, after the occurrence of any of the events set forth in this
paragraph, Rights that are (or, under certain circumstance, Rights that were)
beneficially owned by an Acquiring Person or an Adverse Person will be null and
void.
Unless the Rights are redeemed earlier, if, after the Distribution
Date, the Corporation is acquired in a merger or other business combination in
which the Corporation is not the surviving corporation or in which Common Stock
is changed into or exchanged for securities of any other person or other
property (other than a merger which follows a Fair Offer) or 50% or more of the
assets or earning power of the Corporation and its subsidiaries (taken as a
whole) are sold or transferred, the Rights Agreement provides that each holder
of record of a Right will from and after the time have the right to receive,
upon payment of the Purchase Price, that number of shares of common stock of
the acquiring company which has value equal to twice the Purchase Price.
At any time until ten days following the Stock Acquisition Date
(subject to certain provisions requiring action by a majority of the
Disinterested Directors, as defined in the Rights Agreement), the Corporation
may redeem the Rights in whole, but not in part, at a price of $.01 per Right.
Prior to the Distribution Date, the Corporation may, except with respect to the
Purchase Price, redemption price or date of expiration of the Rights, amend the
Rights in any manner. At any time after the Distribution Date, the Corporation
may amend the Rights in any manner that does not adversely affect the interest
of holders of the Rights as such.
The Rights have certain anti-takeover effects and may adversely affect
a third party's attempt to acquire the Corporation. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Corporation since, among
other things, the Board of Directors may, at its option, under certain
circumstances, redeem all but not less than all of the then outstanding Rights
at $.01 per Right.
The foregoing description of the Rights and the Series A Preferred
Stock does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement between the Corporation and Mellon Bank,
N.A., as Rights Agent, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the
Certificate of Designation for the Series A Preferred Stock.
Transfer Agent
The transfer agent for the Common Stock is Mellon Securities Trust
Company.
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LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations,
Bearer Securities may not be offered or sold during the restricted period (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
Regulations, which is generally the first 40 days after the closing date, and
with respect to unsold allotments, until sold) or delivered in connection with
a sale during the restricted period, directly or indirectly, in the United
States or to U.S. Persons other than to foreign branches of United States
financial institutions (as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v)) purchasing for their own account or for resale
during the restricted period, which institutions agree in writing to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Code, and the
regulations thereunder. A sale of Bearer Securities may be made during the
restricted period to a United States Person who acquired and holds the Bearer
Security through a foreign branch of the United States Financial Institution
that agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C)
and the regulations thereunder. Any underwriters, agents and dealers
participating in the offering of Debt Securities, directly or indirectly, must
agree that they will not offer or sell, directly or indirectly, any Bearer
Securities in the United States or to U.S. Persons (other than the financial
institutions described above).
Bearer Securities (other than temporary global securities) and any
Coupons which may be detached therefrom will bear a legend substantially to the
following effect: "Any United States Person who holds this obligation will be
subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code." The sections referred to in such legend provide that a U.S. Person
(other than a United States Financial Institution described above or a U.S.
Person holding through such a financial institution) who holds Bearer
Securities or Coupons appertaining thereto will not be allowed to deduct any
loss realized on Bearer Securities and any gain (which might otherwise be
characterized as capital gain) recognized on any sale or disposition (including
the receipt of principal) of such Bearer Securities will be treated as ordinary
income.
Purchasers of Bearer Securities also may be affected by certain
limitations under United States tax laws which will be described in an
applicable Prospectus Supplement.
PLAN OF DISTRIBUTION
The Corporation may sell the Offered Securities being offered hereby
to underwriters or through agents or directly to purchasers. The applicable
Prospectus Supplement will set forth the terms of the offering of the Offered
Securities to which such Prospectus Supplement relates, including the name or
names of any underwriters or agents with whom the Corporation has entered into
arrangements with respect to the sale of such Offered Securities, the public
offering or purchase price of such Offered Securities and the net proceeds to
the Corporation from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any discounts and commissions allowed
or paid to dealers, if any, any commissions allowed or paid to agents, and the
securities exchanges, if any, on which the Offered Securities will be listed.
Dealer trading may take place in the Offered Securities, including Offered
Securities not listed on any securities exchange.
The Offered Securities may be purchased to be re-offered to the public
through underwriting syndicates led by one or more managing underwriters, or
through one or more underwriters. The underwriter or underwriters with respect
to an underwritten offering of the Offered Securities will be named in any
applicable Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will
be set forth on the cover page of any applicable Prospectus Supplement. Unless
otherwise set forth in any applicable Prospectus Supplement, the obligations of
the underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and each of the underwriters with respect to a sale of
Offered Securities will be obligated to purchase all of its allocated Offered
Securities if any are purchased. Any initial public offering price and any
discount or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Offered Securities may be offered and sold by the Corporation,
directly or through agents designated by the Corporation from time to time,
which agents may be affiliates of the Corporation. Any agent involved in the
22
<PAGE> 24
offer and sale of the Offered Securities in respect of which this Prospectus is
being delivered will be named, and any commissions payable by the Corporation
to such agent will be set forth, in any applicable Prospectus Supplement.
Unless otherwise indicated in any applicable Prospectus Supplement, any such
agent will be acting on a reasonable effort basis for the period of its
appointment.
The Debt Securities and Preferred Stock will be new issues of
securities with no established trading market. Any underwriters to whom such
Debt Securities or Preferred Stock are sold by the Company for public offering
and sale may make a market in such Debt Securities or Preferred Stock, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any Offered Securities.
Any underwriter or agent participating in the distribution of the
Offered Securities may be deemed to be an underwriter, as that term is defined
in the Securities Act, of the Offered Securities so offered and sold and any
discounts or commissions received by them from the Corporation and any profit
realized by them on the sale or resale of the Offered Securities may be deemed
to be underwriting discounts and commissions under the Securities Act or to the
contribution with respect to payments which the underwriters or agents may be
required to make in respect thereof.
Underwriters, agents and their controlling persons may be entitled,
under agreements entered into with the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act or to contribution with respect to payments which the
underwriters or agents may be required to make in respect thereof.
LEGAL OPINIONS
The legality of the Offered Securities being offered hereby will be
passed upon for the Corporation by Bradley, Arant, Rose & White, Birmingham,
Alabama, and, for the underwriters by Stroock & Stroock & Lavan, New York, New
York. As of June 30, 1995, the partners and associates of Bradley, Arant, Rose
& White beneficially owned approximately 1,600,000 shares of Common Stock of
the Corporation.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries incorporated by reference in this Prospectus and elsewhere in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, for the periods indicated in their reports thereon and have
been incorporated herein by reference in reliance upon the authority of said
firm as experts in giving said reports.
23
<PAGE> 25
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY ANY OF THESE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE CORPORATION SINCE SUCH DATE.
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . 2
SouthTrust Corporation . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 18
Limitations on Issuance of
Bearer Securities . . . . . . . . . . . . . . . . . . . . . . . . . 22
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 22
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
=========================================================================
$300,000,000
SOUTHTRUST
CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
________________________
PROSPECTUS
________________________
___________________, 1995
=========================================================================
<PAGE> 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies,
of the expenses to be incurred by the registrant in connection with the
issuance and distribution of securities being registered:
<TABLE>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . . . . $ 103,448.28
* Legal Fees and Expenses . . . . . . . . . . . 70,000.00
* Accounting Fees and Expenses . . . . . . . . . 35,000.00
* Blue Sky Fees and Expenses . . . . . . . . . . 8,500.00
* Printing and Engraving . . . . . . . . . . . . 30,000.00
* Miscellaneous . . . . . . . . . . . . . . . . 3,051.72
----------
Total . . . . . . . . . . . . . . . . . . . . $ 250,000.00
==========
----------------------------------
</TABLE>
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and the Bylaws of
the Corporation provide that the Corporation shall indemnify its officers,
directors, employees, and agents to the extent permitted by the General
Corporation Law of Delaware, which permits a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, against expenses (including attorney's fees), judgments, fines,
and settlements incurred by him in connection with any such suit or proceeding,
if he acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the Corporation, and, in the case of a
derivative action on behalf of the Corporation, the Corporation shall indemnify
such persons only against expenses and then only if he not be adjudged to be
liable for negligence or misconduct. The Corporation also maintains insurance
coverage relating to certain liabilities of directors and officers.
ITEM 16. LIST OF EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
1 - Form of Underwriting Agreement for Securities.
*4(a) - Certificate of Adoption of Resolutions
designating Series A Junior Participating
Preferred Stock, adopted February 22, 1989,
which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form
8-A (File No. 1-3613).
*4(b) - Stockholders' Rights Agreement, dated as of
February 22, 1989, between SouthTrust
Corporation and Mellon Bank, N.A., Rights
Agent, which was filed as Exhibit 1 to
SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 1-3613).
II-1
<PAGE> 27
*4(c) - Indenture, dated as of May 1, 1987, between
SouthTrust Corporation and National
Westminster Bank USA, which was filed as
Exhibit 4(a) to SouthTrust Corporation's
Registration Statement on Form S-3
(Registration No. 33-13637).
*4(d) - Subordinated Indenture, dated as of May 1,
1992, between SouthTrust Corporation and
Chemical Bank, which was filed as Exhibit
4(b)(ii) to the Registration Statement on
Form S-3 of SouthTrust Corporation
(Registration No. 33-52717).
*4(e) - Composite Restated Bylaws of SouthTrust
Corporation, which was filed as Exhibit 4(e)
to the Registration Statement on Form S-4 of
SouthTrust Corporation (Registration No.
33-61557).
*4(f) - Composite Restated Certificate of
Incorporation of SouthTrust Corporation
which was filed as Exhibit 4(f) to the
Registration Statement on Form S-4 of
SouthTrust Corporation (Registration
No. 33-61557).
*4(g)(i) - Form of Senior Indenture which was filed as
Exhibit 4(l)(i) to the Registration
Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
*4(g)(ii) - Form of Subordinated Indenture which was
filed as Exhibit 4(b)(ii) to the
Registration Statement on Form S-3 of
SouthTrust Corporation (Registration
No. 33-52717).
5 - Opinion of Bradley, Arant, Rose & White.
12 - Computation of Ratios of Earnings to Fixed
Charges.
23(a) - Consent of Bradley, Arant, Rose & White
(included in Exhibit 5).
23(b) - Consent of Arthur Andersen LLP.
24 - Powers of Attorney.
**25(a) - Statement of Eligibility and Qualification of
Subordinated Debt Trustee under the Trust
Indenture Act of 1939 on Form T-1.
**25(b) - Statement of Eligibility and Qualification of
Senior Debt Trustee under the Trust Indenture
Act of 1939 on Form T-1.
___________________________________________
* Incorporated herein by reference.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS
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-2
<PAGE> 28
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 with or furnished to the Commission 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 the
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.
The undersigned registrant hereby further undertakes that, for
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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, (1) for
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed pursuant to Rules 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be a part of this Registration
Statement at the time it was declared effective, and (2) for the purpose of
determining any liability under the Securities Act, each post-effective
amendment if any that contains a form of prospectus shall be deemed to be a
new registration statement relating to
II-3
<PAGE> 29
the Securities offered thereon, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 30
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 August 15, 1995.
SOUTHTRUST CORPORATION
/s/ W.D. MALONE, JR.
---------------------
W.D. Malone, Jr.
Chairman of the Board
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 15, 1995
------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr.
/s/ AUBREY D. BARNARD Secretary, Treasurer and August 15, 1995
------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
* Director August 15, 1995
-------------------------------------------
Allen J. Keesler, Jr.
Director August 15, 1995
-------------------------------------------
Herbert Stockham
* Director August 15, 1995
-------------------------------------------
Bill L. Harbert
* Director August 15, 1995
-------------------------------------------
T. W. Mitchell
* Director August 15, 1995
-------------------------------------------
Charles G. Taylor
</TABLE>
II-5
<PAGE> 31
<TABLE>
<S> <C> <C>
* Director August 15, 1995
-------------------------------------------
William C. Hulsey
* Director August 15, 1995
-------------------------------------------
John M. Bradford
* Director August 15, 1995
-------------------------------------------
Wm. Kendrick Upchurch, Jr.
* Director August 15, 1995
-------------------------------------------
H. Allen Franklin
Director August 15, 1995
-------------------------------------------
F. Crowder Falls
*By /s/ WILLIAM L. PRATER August 15, 1995
-------------------------------------------
William L. Prater
Attorney-in-fact
</TABLE>
II-6
<PAGE> 32
INDEX TO EXHIBITS
Page
1 - Form of Underwriting Agreement for Securities.
*4(a) - Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
*4(b) - Stockholders' Rights Agreement, dated as of February 22, 1989,
between SouthTrust Corporation and Mellon Bank, N.A., Rights
Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A
(File No. 1-3613).
*4(c) - Indenture, dated as of May 1, 1987, between SouthTrust
Corporation and National Westminster Bank USA, which was filed
as Exhibit 4(a) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-13637).
*4(d) - Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
*4(e) - Composite Restated Bylaws of SouthTrust Corporation which was
filed as Exhibit 4(e) to the Registration Statement on Form
S-4 of SouthTrust Corporation (Registration No. 33-61557).
*4(f) - Composite Restated Certificate of Incorporation of SouthTrust
Corporation which was filed as Exhibit 4(f) to the
Registration Statement on Form S-4 of SouthTrust Corporation
(Registration No. 33-61557).
*4(g)(i) - Form of Senior Indenture which was filed as Exhibit 4(l)(i) to
the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
*4(g)(ii)- Form of Subordinated Indenture which was filed as Exhibit
4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
5 - Opinion of Bradley, Arant, Rose & White.
12 - Computation of Ratios of Earnings to Fixed Charges.
23(a) - Consent of Bradley, Arant, Rose & White (included in Exhibit
5).
23(b) - Consent of Arthur Andersen LLP.
24 - Powers of Attorney.
**25(a) - Statement of Eligibility and Qualification of Subordinated
Debt Trustee under the Trust Indenture Act of 1939 on Form
T-1.
**25(b) - Statement of Eligibility and Qualification of Senior Debt
Trustee under the Trust Indenture Act of 1939 on Form T-1.
___________________________________________
* Incorporated herein by reference.
** To be filed by amendment.
<PAGE> 1
EXHIBIT 1
FORM OF UNDERWRITING AGREEMENT FOR SECURITIES
<PAGE> 2
[DEBT SECURITIES]
UNDERWRITING AGREEMENT
[TITLE OF SECURITY]
[MATURITY]
_________ __, 199_
SouthTrust Corporation
420 North 20th Street
34th Floor, SouthTrust Tower
Birmingham, Alabama 35203
Ladies and Gentlemen:
We, acting as representatives of the several underwriters
named herein (the "Underwriters"), understand that SouthTrust Corporation, a
Delaware corporation (the "Company") proposes to issue and sell [up to] an
aggregate principal amount of $___________ of the Company's above-captioned
__________ (the "Underwritten Securities"). The terms of the Underwritten
Securities are set forth in the Registration Statement on Form S-3
(Registration No. 33-_____) and Basic Prospectus (as defined in the provisions
incorporated herein by reference), as supplemented by any Prospectus Supplement
relating to the Underwritten Securities dated subsequent to the date of the
Basic Prospectus (the Basic Prospectus and any such Prospectus Supplement being
hereinafter referred to as the "Prospectus").
All the provisions (including defined terms) contained in the
document entitled SouthTrust Corporation Underwriting Agreement Standard
Provisions (August 1995) (the "Standard Provisions") heretofore delivered by
the Underwriters, receipt of which is hereby acknowledged, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Underwriting Agreement (the "Agreement") to the same extent as if such
provisions had been set forth in full herein. The Delivery Date referred to in
Section 4 of the Standard Provisions shall be ___________ __, 199_.
<PAGE> 3
Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the Underwritten
Securities at a price equal to ______% of their aggregate principal amount plus
accrued interest or accrued amortization of original issue discount, if any,
from _________ __, 199_, to the date of payment and delivery, in the amounts
set forth below opposite their names:
<TABLE>
<CAPTION>
Principal Amount of
Debt Securities
Name To Be Purchased
---- ---------------
<S> <C>
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . $
=================
</TABLE>
The Underwriters will offer the Underwritten Securities for
sale upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Underwritten Securities at
the time and place and in the manner set forth in the provisions incorporated
herein by reference.
<PAGE> 4
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below and returning the
signed copy to us.
Very truly yours,
By [LEAD MANAGER]
By
----------------------------------
Acting on behalf of itself and
the Underwriters named above
Accepted:
SOUTHTRUST CORPORATION
By
------------------------------------------------
Its
-------------------------------------------
<PAGE> 5
[EQUITY SECURITIES]
UNDERWRITING AGREEMENT
[TITLE OF SECURITY]
_________ __, 199_
SouthTrust Corporation
420 North 20th Street
34th Floor, SouthTrust Tower
Birmingham, Alabama 35203
Ladies and Gentlemen:
We, acting as representatives (the "Representatives") of the
several underwriters named herein (the "Underwriters"), understand that
SouthTrust Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell ________ shares of its ________ stock, par value $____ per
share, at a public offering price of $_____ per share (the "Firm Securities").
We further understand that the Company proposes to grant to the Underwriters an
option exercisable by the Representatives, to purchase up to ________
additional shares of its ______ stock (the "Option Securities") at the same
price per share as determined for the Firm Securities. The Firm Securities and
the Option Securities are hereinafter referred to as the "Underwritten
Securities". The terms of the Underwritten Securities are set forth in the
Registration Statement on Form S-3 (Registration No. 33-_____) and Basic
Prospectus (as defined in the provisions incorporated herein by reference), as
supplemented by any Prospectus Supplement relating to the Underwritten
Securities dated subsequent to the date of the Basic Prospectus (the Basic
Prospectus and any such Prospectus Supplement being hereinafter referred to as
the "Prospectus").
All the provisions (including defined terms) contained in the
document entitled SouthTrust Corporation Underwriting Agreement Standard
Provisions (August 1995) (the "Standard Provisions") heretofore delivered by
the Underwriters, receipt of which is hereby acknowledged, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Underwriting Agreement (the "Agreement") to the same extent as if such
provisions had been set forth in full herein. The Delivery Date referred to in
Section 4 of the Standard Provisions shall be ___________ __, 199_.
Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the Firm Securities
at an aggregate purchase price of $_________, equal to ______% of their
aggregate public offering price, in the amounts set forth below opposite their
names:
<PAGE> 6
<TABLE>
<CAPTION>
Number of Shares
Name To Be Purchased
---- ---------------
<S> <C>
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . $
=================
</TABLE>
The Company hereby grants the Underwriters an option to
purchase all or any portion of the Option Securities. The option to purchase
the Option Securities will expire 30 days after the date hereof, and may be
exercised, in whole or in part (but not more than once), only for the purpose
of covering over-allotments upon notice by the Representatives to the Company
setting forth the number of Option Securities as to which the several
Underwriters are exercising the option, and the time and date of payment and
delivery thereof. If the option is exercised as to all or any portion of the
Option Securities, the Option Securities as to which the option is exercised
shall be purchased by the Underwriters severally and not jointly, in proportion
to, as nearly as practicable, their respective Firm Securities underwriting
obligations as set forth above.
The Underwriters will offer the Underwritten Securities for
sale upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Underwritten Securities at
the time and place and in the manner set forth in the provisions incorporated
herein by reference.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below and returning the
signed copy to us.
Very truly yours,
By [LEAD MANAGER]
By
-------------------------------------
Acting on behalf of itself and
the Underwriters named above
<PAGE> 7
Accepted:
SOUTHTRUST CORPORATION
By ________________________________________________
Its ___________________________________________
<PAGE> 8
SOUTHTRUST CORPORATION
Underwriting Agreement
Standard Provisions
(August 1995)
_______________________
SOUTHTRUST CORPORATION, a Delaware corporation (the
"Company"), may from time to time enter into one or more underwriting
agreements that provide for the sale of its debt securities (the "Debt
Securities"), common stock, par value $2.50 per share (the "Common Stock"),
and/or preferred stock, par value $1.00 per share (the "Preferred Stock"),
registered under the registration statement referred to in Paragraph 1(a)
hereof (collectively, the "Securities"). The Debt Securities will be issued
under either (i) a Senior Debt Indenture dated _________ __, 199___ between the
Company and _________________, as Trustee or (ii) a Subordinated Debt Indenture
dated __________ __, 199___ between the Company and _______________, as Trustee
(each an "Indenture"). The Indenture under which the Debt Securities are
issued and the Trustee thereunder will be identified in any applicable
Prospectus (as herein defined) and all references herein to "Indenture" and
"Trustee" shall be deemed to mean the Indenture (together with any amendments
or supplemental indentures thereto) and the Trustee so identified in the
Prospectus. The Debt Securities will have varying maturities, interest rates,
interest payment dates, redemption provisions, conversion provisions, selling
prices and other terms, with all such terms for any particular offering to be
determined at the time of sale. The Preferred Stock will be issued in one or
more series, which series may vary as to voting rights, dividends, optional and
mandatory redemption provisions, liquidation preference and conversion or
exchange provisions, if any, and any other terms, with all such terms for any
particular series or issue of the Preferred Stock being determined at the time
of issue. The standard provisions set forth herein may be incorporated by
reference in any underwriting agreement relating to an offering of the
Securities (an "Underwriting Agreement"). The Underwriting Agreement, including
the provisions incorporated therein by reference, is herein sometimes referred
to as "this Agreement." Unless otherwise deemed herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Securities
involved in any such offering are hereinafter referred to as the "Underwritten
Securities," the firms which agree to purchase the same are hereinafter
referred to as the "Underwriters" of such Underwritten Securities and the
representatives of the Underwriters named in the Underwriting Agreement are
hereinafter referred to as the "Managing Underwriters." The Underwritten
Securities to be purchased from the Company on the Delivery Date (as
hereinafter defined) are called the "Immediate Delivery Underwritten
Securities."
1. The Company represents and warrants that:
<PAGE> 9
(a) A registration statement on Form S-3 (Registration
No. 33-_____) with respect to the Securities, more particularly
described in the Underwriting Agreement into which the standard
provisions set forth herein are incorporated by reference, has been
prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder and has become
effective. As used in this Agreement, "Registration Statement" means
that registration statement, as amended or supplemented at the date of
this Agreement, including the material incorporated therein by
reference and exhibits and financial statements, and, in the event any
post-effective amendment thereto becomes effective prior to the
Delivery Date (as hereinafter defined), shall also mean such
registration statement as so amended; "Basic Prospectus" means the
prospectus (including all documents incorporated therein by reference)
included in the Registration Statement at the effective date;
"Prospectus" means the Basic Prospectus, together with any prospectus
amendment or supplement, whether in preliminary or final form
(including in each case all documents incorporated therein by
reference), specifically relating to the Underwritten Securities, as
filed with, or mailed for filing to, the Commission pursuant to
paragraph (b) or (c) of Rule 424 of the Rules and Regulations (each
such Prospectus in preliminary form being hereinafter referred to as a
"Preliminary Prospectus"); and "effective date" of the Registration
Statement means each date on which the Registration Statement and any
post-effective amendment or amendments thereto (including the date of
filing of the Company's Annual Report on Form 10-K) became or become
effective. Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on or before the
effective date of the Registration Statement, or the date of such
Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement"
with respect to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the effective date of the
Registration Statement, or the date of such Preliminary Prospectus or
the Prospectus, as the case may be, deemed to be incorporated therein
by reference. The Commission has not issued any order preventing or
suspending the use of the Prospectus.
(b) The Registration Statement and the Prospectus
conform, and each amendment or supplement to the Registration
Statement or the Prospectus prior to the termination of the offering
of the Underwritten Securities will conform, in all material respects
with the requirements of the Act and the Rules and Regulations and the
Exchange Act, and the rules and regulations of the Commission
thereunder; and the Registration Statement and the Prospectus do not,
and any amendment or supplement thereto prior to the termination of
the offering of the Underwritten Securities will not, contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
<PAGE> 10
therein not misleading provided that this representation and warranty
shall not apply to statements or omissions made in reliance upon and
in conformity with written information furnished to the Company by any
Underwriter expressly for use therein.
(c) The documents filed with the Commission pursuant to
the Exchange Act and incorporated by reference into the Prospectus
conform, and any further documents so filed and incorporated by
reference into the Prospectus or any amendment or supplement to the
Prospectus prior to the termination of the offering of the
Underwritten Securities, when filed with the Commission pursuant to
the Exchange Act, will conform, with the applicable requirements of
the Exchange Act and the rules and regulations thereunder; and none of
such documents contains or will, when so filed, contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
2. If the Prospectus or any Prospectus Supplement so
provides, the Underwriters may solicit offers to purchase Underwritten
Securities by institutional investors for delayed delivery pursuant to
contracts substantially in the form of Exhibit A, Exhibit B or Exhibit C
attached hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor.
The Company will pay to the Managing Underwriters for the
account of the Underwriters, contemporaneously with the purchase on the
Delivery Date by the Underwriters of the Immediate Delivery Underwritten
Securities pursuant to this Agreement, the compensation specified herein for
arranging the sale of Underwritten Securities pursuant to Delayed Delivery
Contracts, which shall be equal to a percentage of the aggregate principal
amount of the Underwritten Securities for which Delayed Delivery Contracts have
been made (the "Delayed Delivery Underwritten Securities"). The Underwriters
shall have no responsibility in respect of the validity or performance of the
Delayed Delivery Contracts.
3. The Company shall not be obligated to deliver any
Underwritten Securities except upon payment for all the Immediate Delivery
Underwritten Securities to be purchased hereunder as hereinafter provided.
4. The Immediate Delivery Underwritten Securities shall
be delivered in temporary or definitive form by the Company to the Managing
Underwriters for the account of the Underwriters, against payment of the
purchase price therefor by each Underwriter or on its behalf [by wire transfer
or credit to the Company's bank account maintained at _______________], at
10:00 a.m., New York City time, on the third business day following the date of
this Agreement or at such other time and date as the Managing Underwriters and
the Company may agree, such time and date being herein called the "Delivery
Date". The Immediate Delivery Underwritten Securities so delivered shall be in
such authorized denominations and shall be registered in such name or names as
the Managing Underwriters shall have requested by notice in writing given to
the Company at least three business days
<PAGE> 11
prior to the Delivery Date. For the purpose of expediting the checking of the
Immediate Delivery Underwritten Securities by the Managing Underwriters, the
Company agrees to make such Immediate Delivery Underwritten Securities
available to the Managing Underwriters for checking and packaging not later
than 2 o'clock p.m., New York City time, on the business day next preceding the
Delivery Date.
5. The Company agrees:
(a) To furnish promptly to the Managing Underwriters and
to counsel for the Underwriters a copy of the Registration Statement
and the Prospectus, including all documents incorporated in the
Prospectus by reference and all consents and exhibits filed therewith;
(b) To furnish the Underwriters with copies of the
Prospectus (including the documents incorporated by reference therein)
in such quantities as the Managing Underwriters may reasonably
request; provided, however, that in case the Company is required to
deliver copies of the Prospectus to any Underwriter, other than
pursuant to subsection (f) of this Section 5, for use in connection
with sales of Underwritten Securities, at any time nine months or more
after the date of this Agreement, copies of such Prospectus will be
furnished at the expense of such Underwriter;
(c) To file promptly all reports and definitive proxy
statements or information statements required to be filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act during such period following the date of this Agreement as a
Prospectus is required to be delivered in connection with the offering
and sale of the Underwritten Securities;
(d) To advise the Managing Underwriters, promptly after
it receives notice thereof, of the issuance by the Commission of any
stop order or any order preventing or suspending the use of the
Prospectus, of the suspension of the qualification of the Underwritten
Securities for offering or sale in any jurisdiction, and of any
request by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus;
(e) Promptly from time to time to take such action as the
Managing Underwriters may reasonably request to qualify the
Underwritten Securities for offering and sale under the securities
laws of such jurisdictions as the Managing Underwriters may reasonably
request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may
be necessary to complete the distribution; provided, however, that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process
in any jurisdiction;
(f) Prior to the termination of the offering of the
Underwritten Securities, to notify the Managing Underwriters promptly
of any proposed amendment or
<PAGE> 12
supplement to the Registration Statement or the Prospectus and furnish
the Managing Underwriters with a copy for their review prior to
filing, and not to file any such amendment or supplement which shall
reasonably be disapproved by the Managing Underwriters promptly after
such notification; if at any time during such period following the
date of the Agreement a Prospectus Supplement is required to be
delivered in connection with the offering and sale of the Underwritten
Securities, any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if for
any other reason it shall be necessary to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated
by reference in the Prospectus in order to comply with the Act or the
Exchange Act, to notify the Managing Underwriters and, upon the
request of the Managing Underwriters, to amend or supplement the
Prospectus or file such document and to notify the Managing
Underwriters of the effectiveness of such amendment or supplement and
to prepare and furnish, without charge to each Underwriter and to any
dealer in securities, as many copies as the Managing Underwriters may
from time to time reasonably request of a supplement to the Prospectus
or any applicable Prospectus Supplement which will correct such
statement or omission or effect such compliance;
(g) To make generally available to the holders of
Underwritten Securities as soon as practicable an earnings statement
of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and Rule 158 thereunder and
covering a period of at least twelve consecutive months beginning
after the effective date of the Registration Statement;
(h) To pay or cause to be paid all expenses incident to
the performance of its obligations hereunder, including the printing
and filing of the Registration Statement as originally filed and of
each amendment thereto, the cost of all qualifications of the
Underwritten Securities under the securities laws of such
jurisdictions as the Managing Underwriters may have reasonably
requested (including the fees and disbursements of counsel to the
Underwriters in connection with such qualifications and in connection
with legal investment surveys) and the cost of printing this
Agreement, any fees charged by securities rating services for rating
the Underwritten Securities, and any incident to any required review
by the National Association of Securities Dealers, Inc. of the terms
of the sale of the Securities;
(i) During the period prior to the earlier of the
Delivery Date and the date on which any price restrictions on the sale
of the Underwritten Securities are terminated, not to offer or sell,
or to cause any subsidiary to offer or sell, in the United States,
without the prior consent of the Managing Underwriters, any securities
which are substantially similar to the Underwritten Securities to be
delivered to the Managing Underwriters on behalf of the Underwriters on
the Delivery Date.
<PAGE> 13
6. The obligations of the Underwriters hereunder shall
be subject to the condition that all representations and warranties and other
statements on the part of the Company herein are, at and as of the Delivery
Date, true and correct, the condition that the Company shall have performed all
of its obligations hereunder theretofore to be performed and the following
additional conditions:
(a) At or before the Delivery Date, no stop order
suspending the effectiveness of the Registration Statement or any
order directed to any document incorporated by reference in the
Prospectus or in any amendment or supplement thereto shall have been
issued, and prior to that time no stop order proceeding shall have
been initiated or threatened by the Commission.
(b) All corporate proceedings and other legal matters
incident to the authorization, form and validity of this Agreement,
the Indenture (if the Underwritten Securities are Debt Securities) and
the Underwritten Securities, the form of the Registration Statement,
and the Prospectus, other than financial statements and other
financial data, and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be reasonably
satisfactory in all respects to Stroock & Stroock & Lavan, counsel for
the Underwriters, and the Company shall have furnished to such counsel
all documents and information that such counsel shall reasonably
request to enable them to pass upon such matters.
(c) Since the respective dates as of which information is
given in the Prospectus, there shall not have been any change (other
than changes resulting from the accretion of premium or amortization
of debt discount on long-term debt) in the consolidated long-term debt
of the Company and its subsidiaries, any change in the capital stock
of the Company (except for increases in outstanding capital stock
which are not material), or any change, or any development involving a
prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case,
is in the judgment of the Managing Underwriters so material and
adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Underwritten Securities on the
terms and in the manner contemplated in the Prospectus.
(d) Bradley, Arant, Rose & White, counsel for the Company
(the "Company Counsel"), shall have furnished to the Managing
Underwriters their written opinion, dated the Delivery Date, in form
and substance satisfactory to the Managing Underwriters, to the effect
that:
(i) The Company is a duly organized and validly
existing corporation in good standing under the laws of the
State of Delaware; and SouthTrust Bank of Alabama, N.A. (the
"Bank") is a duly organized and validly existing national
banking association in good standing under the laws of the
United States; each of the Company and the Bank has the
corporate
<PAGE> 14
power and authority to own its properties and conduct its
business as described in the Prospectus; the Company is duly
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended;
(ii) The Underwritten Securities conform to the
description thereof contained in the Prospectus;
(iii) If the Underwritten Securities are Debt
Securities, (A) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the
Trust Indenture Act of 1939 and constitutes the legal, valid
and binding agreement of the Company enforceable in accordance
with its terms (except as enforcement thereof may be limited
by applicable bankruptcy, insolvency or other similar laws
relating to or affecting the enforcement of creditors' rights
generally and by general principles of equity which may limit
the availability of specific remedies); and (B) the Immediate
Delivery Underwritten Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute
legal, valid and binding obligations of the Company entitled
to the benefits of the Indenture, and the Delayed Delivery
Underwritten Securities, if any, have been validly authorized
and, when duly executed, authenticated, issued and delivered
to, and paid for by, the respective purchasers thereof under
the Delayed Delivery Contracts, the Delayed Delivery
Underwritten Securities will have been validly issued and will
be outstanding and legally binding obligations of the Company
entitled to the benefits of the Indenture;
(iv) If the Underwritten Securities are Preferred
Stock or Common Stock, (A) the Immediate Delivery Underwritten
Securities and all other outstanding shares of capital stock
of the Company have been duly authorized, validly issued and
are fully paid and nonassessable, and (B) the Delayed Delivery
Underwritten Securities, if any, and any Underwritten
Securities subject to an over-allotment option set forth in the
Underwriting Agreement have been duly authorized and, when
paid for as contemplated in the Delayed Delivery Contracts, or
the Underwriting Agreement, as the case may be, will be
validly issued, fully paid and nonassessable.
(v) Any Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company and
constitute valid and legally binding obligations of the
Company;
(vi) To the best knowledge of the Company Counsel
there is no pending or threatened action, suit or proceeding
against the Company or any of its subsidiaries of a character
required to be disclosed in the Registration Statement or the
Prospectus which is not adequately disclosed therein, or of
any contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or
to be filed as exhibits to the Registration Statement which
are not described or filed as required;
<PAGE> 15
(vii) The Registration Statement is effective under
the Act, and, to the best knowledge of the Company Counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or threatened, and the Registration
Statement and the Prospectus (except for the financial
statements and financial data included therein as to which no
opinion need be expressed) comply as to form in all material
respects with the requirements of the Act and the Rules and
Regulations, and the documents incorporated by reference
therein (except for the financial statements and financial
data included therein as to which no opinion need be
expressed) comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations
of the Commission thereunder;
(viii) This Agreement has been duly authorized,
executed and delivered by the Company and constitutes the
legal, valid and binding agreement of the Company enforceable
in accordance with its terms (except as enforcement thereof
may be limited by applicable bankruptcy, insolvency or other
similar laws relating to or affecting the enforcement of
creditors' rights generally and by general principles of
equity which may limit the availability of specific remedies);
(ix) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by the Company of the transactions
contemplated in this Agreement, except such as have been
obtained under the Act and the Trust Indenture Act of 1939 and
such as may be required under the blue sky or similar laws of
any jurisdiction in connection with the purchase and
distribution of the Underwritten Securities by the
Underwriters;
(x) Neither the issue or sale of the Underwritten
Securities, nor the consummation of any other of the
transactions contemplated in this Agreement, nor the
fulfillment of the terms of this Agreement will conflict with,
result in a breach of or constitute a default under the terms
of the Restated Certificate of Incorporation or By-laws of the
Company or of any indenture or other agreement or instrument
known to the Company Counsel to which the Company is a party
or is bound, or any order or regulation known by the Company
Counsel to be applicable to the Company of any court,
regulatory body, administrative agency or governmental body
having jurisdiction over the Company; and
(xi) Nothing has come to the attention of the
Company Counsel which gives it reason to believe that the
Registration Statement or any amendment thereto at the time it
became effective under the Act contained any untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus or
any supplement thereto contains any
<PAGE> 16
untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading.
(e) The Company shall have furnished to the Managing
Underwriters on the Delivery Date a letter of Arthur Andersen LLP,
addressed to the Underwriters and dated the Delivery Date, in form and
substance satisfactory to the Managing Underwriters,
(i) to the effect that:
(A) They are independent certified
public accountants with respect to the Company and
its subsidiaries within the meaning of the Act and
the applicable published Rules and Regulations
thereunder;
(B) In their opinion, the financial
statements and schedule(s) examined by them and
incorporated by reference in the Prospectus comply as
to form in all material respects with the applicable
accounting requirements of the Act and the Exchange
Act and the published rules and regulations
thereunder;
(C) On the basis of limited procedures,
not constituting an audit, including a reading of the
unaudited financial statements referred to below, a
reading of the latest available interim financial
information of the Company and its subsidiaries,
inspection of the minute books of the Company since
the end of the Company's previous fiscal year,
inquiries of officials of the Company responsible for
financial and accounting matters and such other
inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused
them to believe that:
(1) the unaudited financial
statements incorporated by reference in the
Registration Statement do not comply in form
in all material respects with the applicable
accounting requirements of the Act and the
related published Rules and Regulations or
are not presented in conformity with
generally accepted accounting principles
applied on a basis substantially consistent
with that of the audited financial statements
of the Company and its subsidiaries
incorporated by reference in the Registration
Statement, or
(2) as of the date not more than
five days prior to the date of their letter,
there has been any increase or decrease of
more than 10 percent in the reserve for
possible loan losses or any decrease in
shareholders' equity of the Company and its
subsidiaries as compared with the comparable
amounts as of
<PAGE> 17
the end of the Company's most recent fiscal
period for which financial statements (or an
unaudited summary thereof) are set forth or
incorporated by reference in the Prospectus,
except as disclosed in the Prospectus; and
(ii) discussing any such other financial
information contained in the Prospectus, or in any amendment
or supplement thereto prepared in connection with the
Underwritten Securities, as the Company and the Managing
Underwriters may agree upon.
(f) The Company shall have furnished to the Managing
Underwriters on the Delivery Date a certificate, dated the Delivery
Date, of a principal executive officer of the Company as to the
accuracy of the representations and warranties of the Company as of
the Delivery Date, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to the Delivery Date
and as to the matters set forth in subsections (a) and (c) of this
Section 6.
(g) In the event the Underwriters are granted an option
and exercise such option to purchase a certain number of shares of
Common Stock or Preferred Stock (the "Option Shares") and the closing
date for the Option Shares (the "Option Closing Date") determined by
the Representatives pursuant to the Underwriting Agreement is later
than the Delivery Date, the obligations of the several Underwriters to
purchase and pay for the Option Shares that they shall have
respectively agreed to purchase hereunder are subject to the accuracy
of the representations and warranties of the Company contained herein
as of the Option Closing Date, to the performance by the Company of
its obligations hereunder and to the following additional conditions:
(i) At any time before the Option Closing Date,
no stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been
instituted or threatened; and any required filing of the Final
Prospectus pursuant to Rule 424(b) under the Act shall have
been made within the proper time period.
(ii) At the Option Closing Date, the
Representatives shall have received, each dated the Delivery
Date and relating to the Option Shares:
(A) the favorable opinion of the Company
Counsel, in form and substance satisfactory to
counsel for the Underwriters, to the same effect as
the opinion required by Section 6(d);
(B) a letter from Arthur Andersen LLP,
in form and substance satisfactory to the
Underwriters, substantially the same in scope and
substance as the letter furnished to the Underwriters
pursuant to Section 6(e);
<PAGE> 18
(C) a certificate, of a principal
executive officer of the Company to the same effect
as the certificate required by Section 6(f); and
(D) such other information, certificates
and documents as the Representatives may reasonably
request.
7. (a) The Company will indemnify and hold harmless
each Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided, however, that
(i) the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Managing Underwriters
expressly for use therein, and (ii) the foregoing indemnification with respect
to any Preliminary Prospectus shall not inure to the benefit of any Underwriter
from whom the person asserting any such losses, claims, damages or liabilities
purchased Underwritten Securities, or any person controlling such Underwriter,
if a copy of the Prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Underwriter to such person, if required by law so
to have been delivered, at or prior to the written confirmation of the sale of
the Underwritten Securities to such person, and if the Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities. For purposes of subsections (a), (b)
and (d) of this Section 7, the term "Underwriter" shall include any securities
dealer participating with or through the Underwriters in the distribution of
Underwritten Securities who is an "underwriter" within the meaning of the Act.
<PAGE> 19
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement of the Prospectus or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by
such Underwriter through the Managing Underwriters expressly for use therein;
and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party, and it being understood that the indemnifying party shall
not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all such indemnified
parties), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any
legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) If the indemnification provided for in subsection (a)
or (b) above is for any reason, other than as specified in such subsection,
held by a court to be unavailable and the Company or any Underwriter has been
required to pay damages as a result of a determination by a court that the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, contains an untrue statement of a material fact or omits
<PAGE> 20
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, then the Company shall contribute to the
damages paid by the Underwriters, and the Underwriters shall contribute to the
damages paid by the Company, but in each case only if the untrue statement or
omission would otherwise have given rise to an indemnification obligation on
the part of the contributing party under the terms of (a) or (b) above, and
only to the extent that such damages arise out of or are based upon such untrue
statement or omission, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Underwritten Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such damages as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Underwriters, in each case as set forth in
the table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue statement of
a material fact or the omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if their respective obligations to contribute
pursuant to this subsection (d) were to be determined by pro rata allocation of
the aggregate damages (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the first sentence of this
subsection (d). For purposes of this subsection (d), the term "damages" shall
include any legal or other expenses reasonably incurred by the Company or any
of the Underwriters in connection with investigating or defending any action or
claim which is the subject of the contribution provisions of this subsection
(d). Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Underwritten Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute shall be on the same basis as their obligation to purchase the
Underwritten Securities.
(e) The obligations of the Company under this Section 7
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act and the Exchange Act;
and the obligations of the Underwriters under this Section 7 shall be in
addition to any liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each director of
<PAGE> 21
the Company, to each officer of the Company who signed the Registration
Statement and to each person, if any, who controls the Company within the
meaning of the Act and the Exchange Act.
8. (a) If any Underwriter shall default in its
obligation to purchase the Underwritten Securities which it has agreed to
purchase hereunder, the non-defaulting Underwriters may in their discretion
arrange for the non-defaulting Underwriters or another party or parties to
purchase such Underwritten Securities on the terms contained herein. If within
thirty-six (36) hours after such default by any Underwriter, the non-defaulting
Underwriters do not arrange for the purchase of such Underwritten Securities,
then the Company shall be entitled to a further period of thirty-six (36) hours
within which to procure another party or parties satisfactory to the
non-defaulting Underwriters to purchase such Underwritten Securities on such
terms. In the event that, within the respective prescribed period, the
non-defaulting Underwriters notify the Company that the non-defaulting
Underwriters have so arranged for the purchase of such Underwritten Securities,
or the Company notifies the non-defaulting Underwriters that it has so arranged
for the purchase of such Underwritten Securities, the non-defaulting
Underwriters or the Company shall have the right to postpone the Delivery Date
for a period of not more than seven (7) days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments to the Registration Statement or the Prospectus
which in the opinion of the Managing Underwriters may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Underwritten
Securities.
(b) If, after giving effect to any arrangements for the
purchase of the Underwritten Securities of a defaulting Underwriter or
Underwriters by the non-defaulting Underwriters or the Company or both as
provided in subsection (a) above, the aggregate principal amount of
Underwritten Securities which remains unpurchased does not exceed 10 percent of
the aggregate principal amount of all the Underwritten Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the Underwritten Securities which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of Underwritten
Securities which such Underwriter agreed to purchase hereunder) of the
Underwritten Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements by the
non-defaulting Underwriters or the Company or both, as provided in subsection
(a) above, for the purchase of the Underwritten Securities of a defaulting
Underwriter or Underwriters, the aggregate principal amount of Underwritten
Securities which remains unpurchased exceeds 10 percent of the aggregate
principal amount of all the Underwritten Securities, or if the Company shall
not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Underwritten Securities of a defaulting
Underwriter or
<PAGE> 22
Underwriters, then this Agreement shall thereupon terminate, without liability
on the part of any non-defaulting Underwriter or the Company, except as
provided in Sections 9 and 10 hereof, but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
9. If this Agreement shall be terminated pursuant to
Section 8(c) or Section 11 (other than pursuant to clause (a)(ii)) hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Section 5 and Section 7 hereof, but, if for any other reason the
Company shall fail to tender the Immediate Delivery Underwritten Securities (or
any Option Shares as to which the Underwriters have exercised their option) for
delivery to the Underwriters or the Underwriters shall decline to purchase the
Immediate Delivery Underwritten Securities, the Company will reimburse the
Underwriters for all out-of-pocket expenses, including fees and disbursements
of counsel, reasonably incurred by the Underwriters in making preparations for
the purchase, sale and delivery of the Immediate Delivery Underwritten
Securities (or such Option Shares) and the solicitation of purchases of the
Delayed Delivery Underwritten Securities, and upon demand the Company shall pay
the full amount thereof to the Managing Underwriters, but the Company shall
then be under no further liability to any Underwriter except as provided in
Section 5 and Section 7 hereof.
10. The respective indemnities, agreements,
representations, warranties, and other statements of the Company and the
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any officer of the Company who signed the
Registration Statement or any director or controlling person of the Company,
and shall survive delivery of and payment for the Underwritten Securities.
11. This Agreement shall be subject to termination in the
absolute discretion of the Underwriters, by notice given to the Company, if (a)
after the execution and delivery of this Agreement and prior to the Delivery
Date (i) trading generally shall have been suspended or materially limited on
the New York Stock Exchange, (ii) trading of the common stock of the Company
shall have been suspended on the principal trading market on which such common
stock is listed, (iii) a general moratorium on commercial banking activities in
the State of New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities in which the United States is engaged and (b) in the case of any
of the events specified in clauses (a)(i) through (iv), such event singly or
together with any other such event makes it, in the reasonable judgment of the
Underwriters, impracticable to market the Underwritten Securities on the terms
and in the manner contemplated by the Prospectus.
12. In all dealings hereunder, the Managing Underwriters
shall act on behalf of each of the Underwriters, and the parties hereto shall
be entitled to act and rely
<PAGE> 23
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by the Managing Underwriters.
13. All statements, requests, notices and agreements
hereunder shall be in writing, or by telegram if promptly confirmed in writing,
and if to the Underwriters, shall be sufficient in all respects if delivered or
sent by registered mail to the Managing Underwriters at their address furnished
to the Company and if to the Company, shall be sufficient in all respects if
delivered or sent by registered mail to the Company at 420 North 20th Street,
Birmingham, Alabama 35203, Attention: Aubrey D. Barnard.
14. This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters and the Company, and to the extent
provided in Sections 7 and 9 hereof, the directors of the Company, the officers
of the Company who signed the Registration Statement and each person who
controls any Underwriter or the Company, and their respective personal
representatives, successors, and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any
Underwritten Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement.
16. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
17. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and
the same instrument.
<PAGE> 24
[DEBT SECURITIES]
EXHIBIT A
SOUTHTRUST CORPORATION
Delayed Delivery Contract
___________, 19__
SouthTrust Corporation
420 North 20th Street
34th Floor
Birmingham, Alabama 35203
Dear Sirs:
The undersigned hereby agrees to purchase from SouthTrust
Corporation, a Delaware corporation (the "Company"), and the Company hereby
agrees to sell to the undersigned ___________, $__________ principal amount of
the Company's above-captioned _____________ (the "Securities") offered by the
Company's prospectus dated ___________ 199__, as supplemented by the prospectus
supplement dated _________ 199_ (collectively, the "Prospectus"), receipt of a
copy of which is hereby acknowledged, at a purchase price of __ % of the
principal amount thereof plus accrued interest or accrued amortization of
original issue discount, or both, as the case may be, from __________ 199_ to
the Delivery Date (as defined in the next paragraph) and on the further terms
and conditions set forth in this Delayed Delivery Contract (the "Contract").
Payment for and delivery of the securities to be purchased by
the undersigned shall be made on __________, 19__, herein called the "Delivery
Date".
At 10:00 A.M., New York City time, on the Delivery Date, the
Securities to be purchased by the undersigned hereunder will be delivered by
the Company to the undersigned, and the undersigned will accept delivery of
such Securities and will make payment to the Company of the purchase price
therefor, all at the principal office of the Company. Payment will be [by wire
transfer or credit to the Company's bank account maintained at
___________________]. Securities will be delivered in temporary or definitive
fully registered form in such authorized denominations and registered in such
names as the
A-1
<PAGE> 25
undersigned may designate by written or telegraphic communication addressed to
the Company not less than two full business days prior to the Delivery Date or,
if the undersigned fails to make a timely designation in the foregoing manner,
in the form of one fully registered certificate representing the Securities in
the above principal amount, registered in the name of the undersigned.
This Contract will terminate and be of no further force and
effect after _______________ 199__, unless (i) on or before such date it shall
have been executed and delivered by both parties hereto and (ii) the Company
shall have (a) sold to the Underwriters named in the Prospectus the immediate
Delivery Underwritten Securities (as defined in the Underwriting Agreement
referred to in the Prospectus) and (b) mailed or delivered to the undersigned
at its address set forth below a notice to that effect, stating the date of the
occurrence thereof, accompanied by copies of the opinion of counsel for the
Company delivered to such Underwriters pursuant to Paragraph 6(d) of the
Underwriting Agreement.
The obligation of the undersigned to accept delivery of and
make payment for the Securities on the Delivery Date will be subject to the
condition that the Securities shall not on the Delivery Date be an investment
prohibited by the laws of the jurisdiction to which the undersigned is subject,
the undersigned hereby representing that such an investment is not so
prohibited on the date hereof.
This Contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors but will not be assignable
by either party hereto without the written consent of the other.
It is understood that acceptance of any Delayed Delivery
Contract (as defined in said Underwriting Agreement) is in the Company's sole
discretion and, without limiting the foregoing, need not be on a first-come,
first-served basis. If this Contract is acceptable to the Company, it is
requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below.
A-2
<PAGE> 26
This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered.
Very truly yours,
[Name of Purchaser]
By
------------------------------------
Title
---------------------------------
Address:
---------------------------------------
---------------------------------------
---------------------------------------
Accepted as of
199 .
-------------- ----
SOUTHTRUST CORPORATION
By
------------------------------------------------
Title
---------------------------------------------
A-3
<PAGE> 27
[PREFERRED STOCK]
EXHIBIT B
SOUTHTRUST CORPORATION
Delayed Delivery Contract
___________, 19__
SouthTrust Corporation
420 North 20th Street
34th Floor
Birmingham, Alabama 35203
Dear Sirs:
The undersigned hereby agrees to purchase from SouthTrust
Corporation, a Delaware corporation (the "Company"), and the Company hereby
agrees to sell to the undersigned _____________________, __________ shares of
the Company's preferred stock, par value $1.00 per share (the "Securities"),
offered by the Company's prospectus dated ___________ 199__, as supplemented by
the prospectus supplement dated _________ 199_ (collectively, the
"Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase
price of __ per share and on the further terms and conditions set forth in this
Delayed Delivery Contract (the "Contract").
Payment for and delivery of the securities to be purchased by
the undersigned shall be made on __________, 19__, herein called the "Delivery
Date".
At 10:00 A.M., New York City time, on the Delivery Date, the
Securities to be purchased by the undersigned hereunder will be delivered by
the Company to the undersigned, and the undersigned will accept delivery of
such Securities and will make payment to the Company of the purchase price
therefor, all at the principal office of the Company. [Payment will be by wire
transfer or credit to the Company's bank account maintained at
___________________]. Securities will be delivered in such authorized
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than two
full business days prior to the Delivery Date or, if the undersigned fails to
make a timely designation in the
B-1
<PAGE> 28
foregoing manner, in the form of one fully registered certificate representing
the number of Securities set forth above, registered in the name of the
undersigned.
This Contract will terminate and be of no further force and
effect after _______________ 199__, unless (i) on or before such date it shall
have been executed and delivered by both parties hereto and (ii) the Company
shall have (a) sold to the Underwriters named in the Prospectus the Immediate
Delivery Underwritten Securities (as defined in the Underwriting Agreement
referred to in the Prospectus) and (b) mailed or delivered to the undersigned
at its address set forth below a notice to that effect, stating the date of the
occurrence thereof, accompanied by copies of the opinion of counsel for the
Company delivered to such Underwriters pursuant to Paragraph 6(d) of the
Underwriting Agreement.
The obligation of the undersigned to accept delivery of and
make payment for the Securities on the Delivery Date will be subject to the
condition that the Securities shall not on the Delivery Date be an investment
prohibited by the laws of the jurisdiction to which the undersigned is subject,
the undersigned hereby representing that such an investment is not so
prohibited on the date hereof.
This Contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors but will not be assignable
by either party hereto without the written consent of the other.
It is understood that acceptance of any Delayed Delivery
Contract (as defined in said Underwriting Agreement) is in the Company's sole
discretion and, without limiting the foregoing, need not be on a first-come,
first-served basis. If this Contract is acceptable to the Company, it is
requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below.
B-2
<PAGE> 29
This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered.
Very truly yours,
[Name of Purchaser]
By
-----------------------------------------
Title
--------------------------------------
Address:
--------------------------------------------
--------------------------------------------
--------------------------------------------
Accepted as of
199 .
-------------- -
SOUTHTRUST CORPORATION
By
------------------------------------------------
Title
---------------------------------------------
B-3
<PAGE> 30
[COMMON STOCK]
EXHIBIT C
SOUTHTRUST CORPORATION
Delayed Delivery Contract
___________, 19__
SouthTrust Corporation
420 North 20th Street
34th Floor
Birmingham, Alabama 35203
Dear Sirs:
The undersigned hereby agrees to purchase from SouthTrust
Corporation, a Delaware corporation (the "Company"), and the Company hereby
agrees to sell to the undersigned ____________________, __________ shares of
the Company's common stock, par value $2.50 per share (the "Securities"),
offered by the Company's prospectus dated ___________ 199__, as supplemented by
the prospectus supplement dated _________ 199_ (collectively, the
"Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase
price of __ per share and on the further terms and conditions set forth in this
Delayed Delivery Contract (the "Contract").
Payment for and delivery of the securities to be purchased by
the undersigned shall be made on __________, 19__, herein called the "Delivery
Date".
At 10:00 A.M., New York City time, on the Delivery Date, the
Securities to be purchased by the undersigned hereunder will be delivered by
the Company to the undersigned, and the undersigned will accept delivery of
such Securities and will make payment to the Company of the purchase price
therefor, all at the principal office of the Company. Payment will be [by wire
transfer or credit to the Company's bank account maintained at
___________________]. Securities will be delivered in such authorized
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than two
full business days prior to the Delivery Date or, if the undersigned fails to
make a timely designation in the
C-1
<PAGE> 31
foregoing manner, in the form of one fully registered certificate representing
the above number of Securities, registered in the name of the undersigned.
This Contract will terminate and be of no further force and
effect after _______________ 199__, unless (i) on or before such date it shall
have been executed and delivered by both parties hereto and (ii) the Company
shall have (a) sold to the Underwriters named in the Prospectus the Immediate
Delivery Underwritten Securities (as defined in the Underwriting Agreement
referred to in the Prospectus) and (b) mailed or delivered to the undersigned
at its address set forth below a notice to that effect, stating the date of the
occurrence thereof, accompanied by copies of the opinion of counsel for the
Company delivered to such Underwriters pursuant to Paragraph 6(d) of the
Underwriting Agreement.
The obligation of the undersigned to accept delivery of and
make payment for the Securities on the Delivery Date will be subject to the
condition that the Securities shall not on the Delivery Date be an investment
prohibited by the laws of the jurisdiction to which the undersigned is subject,
the undersigned hereby representing that such an investment is not so
prohibited on the date hereof.
This Contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors but will not be assignable
by either party hereto without the written consent of the other.
It is understood that acceptance of any Delayed Delivery
Contract (as defined in said Underwriting Agreement) is in the Company's sole
discretion and, without limiting the foregoing, need not be on a first-come,
first-served basis. If this Contract is acceptable to the Company, it is
requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below.
C-2
<PAGE> 32
This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered.
Very truly yours,
[Name of Purchaser]
By
----------------------------------------
Title
-------------------------------------
Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
Accepted as of
199 .
-------------- ---
SOUTHTRUST CORPORATION
By
------------------------------------------------
Title
---------------------------------------------
C-3
<PAGE> 1
EXHIBIT 5
OPINION OF BRADLEY, ARANT, ROSE & WHITE
<PAGE> 2
EXHIBIT 5
August 15, 1995
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), we have examined the Registration
Statement on Form S-3 (the "Registration Statement"), in the form as proposed
to be filed by SouthTrust with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on August 15, 1995,
relating to up to $300,000,000 of (i) its notes, debentures or other evidences
of unsecured indebtedness (the "Debt Securities") in one or more currencies on
terms to be determined at the time of sale, (ii) its preferred stock, par value
$1.00 per share (the "Preferred Stock") and its common stock, par value $2.50
per share (the "Common Stock"). The Preferred Stock and Common Stock are
collectively referred to as the "Equity Securities," and the Debt Securities
and the Equity Securities are collectively referred to as the "Offered
Securities". The Offered Securities are to be offered by SouthTrust to the
public pursuant to the Registration Statement. 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 Debt Securities to be offered under the
Statement, to the extent actually issued by SouthTrust pursuant to the
Underwriting Agreement described in the Registration Statement
(the "Underwriting Agreement"), will be duly and validly authorized
and issued, will be fully paid and non-assessable Debt Securities of
SouthTrust, and will constitute legal, valid and binding obligations
of SouthTrust in accordance with their terms;
<PAGE> 3
SouthTrust Corporation
August 15, 1995
Page 2
__________________________
(ii) the Equity Securities to be offered under the
Registration Statement, to the extent actually issued by SouthTrust
pursuant to the Underwriting Agreement, will be duly and validly
authorized and issued and will be fully paid and nonassessable Equity
Securities of SouthTrust; and
(iii) under the laws of the State of Delaware, no personal
liability attaches to the ownership of the Offered Securities of
SouthTrust.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In addition, we hereby consent to the inclusion of the statements made in
reference to our firm under the caption "LEGAL OPINIONS" in the Prospectus
which is a part of the Registration Statement.
Yours very truly,
/s/ BRADLEY, ARANT, ROSE & WHITE
<PAGE> 1
EXHIBIT 12
STATEMENT OF COMPUTATION OF RATIOS
<PAGE> 2
EXHIBIT 12
STATEMENT OF COMPUTATION OF RATIOS
<TABLE>
<CAPTION>
Earnings To Fixed Charges Six Months Ended
June 30,
1994 1993 1992 1991 1990 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes $ 261,340 $ 224,527 $ 164,892 $ 123,315 $ 90,068 $ 143,996 $ 124,952
Plus:
Fixed Charges 506,688 404,165 388,838 479,405 502,721 375,824 215,306
Less:
Capitalized interest (599) (82) (201) (591) (949) (1,012) (202)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings, including interest on
deposits 767,429 628,610 533,529 602,129 591,840 518,808 340,056
Less:
Interest on deposits (377,643) (335,708) (337,878) (413,880) (411,560) (267,080) (168,782)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings, excluding interest on
deposits $ 389,786 $ 292,902 $ 215,651 $ 188,249 $ 180,280 $ 251,728 $ 171,274
========== ========== ========== ========== ========== ========== ==========
Fixed Charges:
Interest Expense $ 501,067 $ 397,743 $ 382,930 $ 474,453 $ 498,329 $ 372,125 $ 212,628
Capitalized interest 599 82 201 591 949 1,012 202
Interest portion or rent expense 5,022 6,340 5,707 4,361 3,443 2,687 2,476
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Charges $ 506,688 $ 404,165 $ 388,838 $ 479,405 $ 502,721 $ 375,824 $ 215,306
========== ========== ========== ========== ========== ========== ==========
Less:
Interest on deposits (377,643) (335,708) (337,878) (413,880) (411,560) (267,080) (168,782)
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Charges excluding
interest on deposits $ 129,045 $ 68,457 $ 50,960 $ 65,525 $ 91,161 $ 108,744 $ 46,524
========== ========== ========== ========== ========== ========== ==========
Earnings to Fixed Charges:
Including interest on deposits 1.51 1.56 1.42 1.26 1.18 1.38 1.58
========== ========== ========== ========== ========== ========== ==========
Excluding interest on deposits 3.02 4.28 4.23 2.87 1.98 2.31 3.68
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE> 2
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-3 for the registration of $300
million in debt securities, common stock, preferred stock) of our report dated
February 4, 1995 incorporated by reference in SouthTrust Corporations' Form
10-K for the year ended December 31, 1994 and to all references to our Firm
included in or made a part of this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Birmingham, Alabama
August 11, 1995
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE> 2
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 24th day of July, 1995.
/s/ CHARLES G. TAYLOR
----------------------------------
Charles G. Taylor
<PAGE> 3
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 20th day of July, 1995.
/s/ JOHN M. BRADFORD
---------------------------------
John M. Bradford
<PAGE> 4
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 21st day of July, 1995.
/s/ H. ALLEN FRANKLIN
---------------------------------
H. Allen Franklin
<PAGE> 5
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 20th day of July, 1995.
/s/ WM. KENDRICK UPCHURCH, JR.
---------------------------------
Wm. Kendrick Upchurch, Jr.
<PAGE> 6
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 21st day of July, 1995.
/s/ BILL L. HARBERT
---------------------------------
Bill L. Harbert
<PAGE> 7
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 24th day of July, 1995.
/s/ T. W. MITCHELL
---------------------------------
T.W. Mitchell
<PAGE> 8
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 20th day of July, 1995.
/s/ WILLIAM C. HULSEY
---------------------------------
William C. Hulsey
<PAGE> 9
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the equity
securities and debt securities registration, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 24th day of July, 1995.
/s/ ALLEN J. KEESLER, JR.
---------------------------------
Allen J. Keesler, Jr.
