<PAGE> 1
As filed with the Securities and Exchange Commission on May 16, 1996.
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
--------------------------
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)
With a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of shares Amount to be offering price aggregate offering registration
to be registered registered per unit price fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$2.50 per share . . . . . . . . 227,046 Shares
Rights to Purchase Series A Junior $27.3125* $6,201,193.80 $2,138.34
Participating Preferred Stock. . 100,909 Rights
======================================================================================================================
</TABLE>
* Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rule 457(c) on the basis of the average of the high
and low prices of the Common Stock on the consolidated reporting system on
May 10, 1996.
** Represents four-ninths of a Right issued in respect of each share of Common
Stock issued.
<PAGE> 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 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.
<PAGE> 3
PROSPECTUS
SOUTHTRUST CORPORATION
227,046 SHARES
COMMON STOCK
(par value 2.50 per share)
The shares offered hereby are 227,046 shares (the "Shares") of
the common stock, par value $2.50 per share (the "Common Stock"), of SouthTrust
Corporation, a Delaware corporation ("SouthTrust"). Such shares were acquired
as of April 10, 1996 by the investors named in this Prospectus (as hereinafter
defined, the "Selling Stockholders") pursuant to the Agreement of Merger dated
April 3, 1996 (the "Merger Agreement"), among Realty Rental Company, Inc., an
Alabama corporation ("Realty Rental"), John B. Davis, H.M. Davis, Jr., Emelil
Davis Mudd Williams, individuals residing in the State of Alabama, and John B.
Davis, as Trustee of the Testamentary Trust f/b/o John B. Davis u/w/o Louise B.
Davis, H.M. Davis, as Trustee of the Testamentary Trust f/b/o H. M. Davis u/w/o
Louise B. Davis, and Emelil Davis Mudd Williams, as Trustee of the Testamentary
Trust f/b/o Emelil Davis Mudd Williams u/w/o Louise B. Davis (collectively, the
"Selling Stockholders"), and SouthTrust Corporation, a Delaware corporation
("SouthTrust"). Pursuant to the Merger Agreement, Realty Rental was merged
with and into SouthTrust as of April 10, 1996, and the Selling Stockholders
received, in exchange for their shares of common stock of Realty Rental, such
Shares (as well as cash in lieu of fractional interests of Common Stock of
SouthTrust).
The Shares offered hereby may be offered for resale by the
Selling Stockholders from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholders
may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of such Shares for whom such broker-dealers may act as agent or to
whom they may sell as principal or both (which compensation, as to a particular
broker-dealer, might be in excess of customary commissions). See "THE SELLING
STOCKHOLDERS" and "PLAN OF DISTRIBUTION."
SouthTrust will not receive any part of the proceeds from the
sale of the Shares by the Selling Stockholders. The Selling Stockholders will
bear all expenses (including selling discounts and commissions, fees and
expenses of counsel and other advisors to the Selling Stockholders, and filing,
printing, legal, accounting and miscellaneous expenses) in connection with the
registration of the Shares being offered by the Selling Stockholders. See "USE
OF PROCEEDS" and "PLAN OF DISTRIBUTION."
The Common Stock of SouthTrust is subject to quotation by and
is traded through the facilities of the Nasdaq National Market ("Nasdaq"). On
May 10, 1996 the last sales price for the Common Stock of SouthTrust, as
reported through Nasdaq, was $27.625 per share.
No person has been authorized to give any information or to
make any representation other than those contained in this Prospectus in
connection with any offer to sell or sale of the securities with respect to
which this Prospectus is issued and, if given or made, such information or
representation must not be relied upon as having been authorized. The delivery
of this Prospectus at any time does not imply that the information herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell to or a solicitation of an offer to buy from any
person in any state in which any such offer or solicitation would be unlawful.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
1
<PAGE> 4
SECURITIES COMMISSION NOR HAS THE 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 date of this Prospectus is May ___, 1996
2
<PAGE> 5
AVAILABLE INFORMATION
SouthTrust Corporation, a Delaware corporation ("SouthTrust"), 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 public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549.
This Prospectus does not contain all the information set forth in the
Registration Statement (including exhibits thereto) which SouthTrust has filed
with the Commission under the Securities Act of 1933 (the "Securities Act").
The Registration Statement and the exhibits and schedules thereto may be
inspected at the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the Public Reference
Section of the Commission at such address at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by SouthTrust with the Commission are
incorporated by reference in the Prospectus:
(i) SouthTrust's Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0- 3613);
(ii) SouthTrust's Current Report on Form 8-K filed January 10,
1996, (Commission File No. 0-3613); and
(iii) The description of SouthTrust's Common Stock (and the
associated Rights to Purchase Series A Junior Participating
Preferred Stock) appearing in SouthTrust's Registration
Statement on Form S-4 (Registration No. 333-03547) under the
caption, "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK--SouthTrust
Common Stock," filed pursuant to the Securities Act on May 10,
1996, as amended.
All documents filed by SouthTrust pursuant to Sections 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 Common Stock pursuant to the Prospectus,
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of the filing of such documents. Any statement
contained in a document 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 audited financial statements of SouthTrust incorporated herein by
reference should only be read in conjunction with the discussion of financial
condition and funding in SouthTrust's Annual Report on Form 10-K for the year
ended December 31, 1995.
Copies of all documents with respect to SouthTrust incorporated by
reference (not including exhibits to the documents incorporated by reference
unless such exhibits are specifically incorporated into the documents
incorporated by reference) will be provided without charge to each person to
whom a copy of this Prospectus is delivered upon written or oral request.
Requests for such copies should be directed to Mr. Aubrey D. Barnard,
3
<PAGE> 6
Secretary, SouthTrust Corporation, 420 North 20th Street, Birmingham, Alabama
35203, telephone number (205) 254-5000.
SOUTHTRUST CORPORATION
SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama, and engages in a full range of banking services from more
than 430 banking locations in Alabama, Florida, Georgia, Mississippi, North
Carolina, South Carolina and Tennessee. SouthTrust, through its bank-related
subsidiaries, also offers a range of other services, including mortgage banking
services, data processing services and securities brokerage services. As of
December 31, 1995, SouthTrust had consolidated total assets of approximately
$20.8 billion, which ranked it as the largest bank holding company
headquartered in Alabama. The largest bank subsidiary of SouthTrust is
SouthTrust Bank of Alabama, N.A., the oldest predecessor of which was
incorporated in 1887, and which had approximately $11.1 billion in total assets
as of December 31, 1995. Of SouthTrust's approximately $20.8 billion in assets
as of December 31, 1995, approximately $11.1 billion were in Alabama,
approximately $3.4 billion were in Florida and approximately $4.1 billion were
in Georgia.
SouthTrust has pursued a strategy of acquiring banks and financial
institutions in or near major metropolitan or growth markets in Florida,
Georgia, Mississippi, North Carolina, South Carolina and Tennessee. The
purpose of this strategy is to give SouthTrust business development
opportunities in metropolitan markets with favorable prospects for population
and per capita income growth.
As a routine part of its business, SouthTrust evaluates opportunities
to acquire bank holding companies, banks and other financial institutions.
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. These
transactions may involve SouthTrust acquiring such financial institutions in
exchange for cash or capital stock, and depending upon the terms of these
transactions, they may have a dilutive effect upon the Common Stock of
SouthTrust issued to the Selling Stockholders.
During the first quarter of 1996, SouthTrust effected acquisitions of
three financial institutions with total assets of approximately $1.286 billion.
As of the date of this Prospectus, there are pending four transactions pursuant
to which financial institutions or branches of financial institutions may be
acquired by SouthTrust. Consummation of the pending transactions is subject,
in each case, to, among other things, approval by applicable regulatory
authorities.
The principal executive offices of SouthTrust are located at 420 North
20th Street, Birmingham, Alabama 35203, and its telephone number is (205)
254-5000.
USE OF PROCEEDS
None of the proceeds from the sale of the Common Stock by the
Selling Stockholders shall be received by the Company.
SELLING STOCKHOLDERS
The Selling Stockholders received the Common Stock being
offered by this Prospectus as of April 10, 1996 pursuant to the Merger
Agreement, dated April 3, 1996, among Realty Rental, the Selling Stockholders
and SouthTrust. Pursuant to the Merger Agreement, Realty Rental was merged
with and into SouthTrust, and the Selling Stockholders received, in exchange
for their shares of common stock of Realty Rental, the Shares and cash in lieu
of fractional interests of Common Stock of SouthTrust. The terms of the
4
<PAGE> 7
Merger Agreement provide that SouthTrust will use its best efforts to register
under the 1933 Act the Shares issued to the Selling Stockholders pursuant to
the terms of the Merger Agreement. The purpose of this Prospectus is to
register the Shares held by the Selling Stockholders to permit the Selling
Stockholders to offer the Shares for resale from time to time.
Pursuant to the terms of the Merger Agreement, certain of the
Shares received by the Selling Stockholders in exchange for their shares of
common stock of Realty Rental were, immediately following the effective date of
the Merger Agreement, placed into Escrow in such amounts and subject to the
terms and conditions as specified in the Escrow Agreement among SouthTrust and
the Selling Stockholders (the "Escrow Agreement").
The following table sets forth certain information regarding
the Selling Stockholders:
<TABLE>
<CAPTION>
Shares of Common Shares of Common Shares of Common
Stock owned prior Stock offered for Stock owned after
Selling Stockholders to the offering(1) Stockholder's account offering
- ----------------------------------- --------------- ------------------------------------------
<S> <C> <C> <C>
John B. Davis 72,357(2) 72,357(2) 0
H.M. Davis, Jr. 72,357(3) 72,357(3) 0
Emelil Davis Mudd Williams 75,054(4) 75,054(4) 0
John B. Davis, as Trustee
of the Testamentary Trust
f/b/o John B. Davis u/w/o
Louise B. Davis 2,426 2,426 0
H. M. Davis, Jr., as Trustee
of the Testamentary Trust
f/b/o H. M. Davis, Jr. u/w/o
Louise B. Davis 2,426 2,426 0
Emelil Davis Mudd Williams, as Trustee
of the Testamentary Trust
f/b/o Emelil Davis Mudd Williams u/w/o
Louise B. Davis 2,426 2,426 0
TOTAL 227,04(6)
======
</TABLE>
__________________________________
(1) Gives effect to the acquisition of the Shares by the Selling Stockholders
pursuant to the Merger Agreement.
(2) Includes 14,477 Shares issued in the name of SouthTrust Bank of Alabama,
N.A., Escrow Agent, F.B.O. John B. Davis pursuant to the Escrow Agreement.
(3) Includes 14,477 Shares issued in the name of SouthTrust Bank of Alabama,
N.A., Escrow Agent, F.B.O. H. M. Davis, Jr. pursuant to the Escrow
Agreement.
(4) Includes 14,477 Shares issued in the name of SouthTrust Bank of Alabama,
N.A., Escrow Agent, F.B.O. Emelil Davis Mudd Williams pursuant to the
Escrow Agreement.
All of the Shares being offered by the Selling Stockholders
were acquired by them from SouthTrust as of April 10, 1996 in a transaction
exempt from the registration provisions of the 1933 Act. After completion of
the offering, assuming all of the Shares being offered are sold, none of the
Selling Stockholders
5
<PAGE> 8
will own any shares of Common Stock of SouthTrust. None of the Selling
Stockholders own one percent or more of the outstanding shares of Common Stock
of SouthTrust. None of the Selling Stockholders has held any position or
office with SouthTrust or its affiliates. Certain of the Selling Stockholders,
their associates and affiliates may from time to time be customers of, engage
in transactions with, or perform services for, SouthTrust, its affiliated banks
and other subsidiaries of SouthTrust in the ordinary course of business.
PLAN OF DISTRIBUTION
The sale of the Shares offered hereby by the Selling
Stockholders may be effected from time to time in transactions (which may
include block transactions) in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may effect such transactions by selling such Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of such Shares for whom such broker-dealers may act as
agent or to whom they may sell as principal, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
The Selling Stockholders are paying all of the expenses of
registering the Shares offered hereby under the 1933 Act, including selling
discounts and commissions, fees and expenses of counsel and other advisors to
the Selling Stockholders, and filing, printing, legal, accounting and
miscellaneous expenses in connection with this offering.
LEGAL MATTERS
Certain legal matters in connection with the SouthTrust Common Stock
being offered hereby will be passed upon by Bradley, Arant, Rose & White, 2001
Park Place, Suite 1400, Birmingham, Alabama, counsel for SouthTrust. As of
September 30, 1995, the partners and associates of the firm of Bradley, Arant,
Rose & White beneficially owned approximately 2,034,000 shares of SouthTrust
Common Stock.
EXPERTS
The consolidated financial statements of SouthTrust and subsidiaries
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, for the periods indicated in their reports thereon and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports.
6
<PAGE> 9
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS
IN CONNECTION WITH THE OFFER MADE BY THE PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY SOUTHTRUST
CORPORATION. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. EXCEPT WHERE
OTHERWISE INDICATED, THE PROSPECTUS SPEAKS AS OF THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT. NEITHER THE DELIVERY OF
THE PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF SOUTHTRUST CORPORATION SINCE THE DATE
HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . 3
DOCUMENTS INCORPORATED BY REFERENCE . . . . . 3
SOUTHTRUST CORPORATION . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . 5
LEGAL MATTERS . . . . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . 5
</TABLE>
SouthTrust Corporation
________________________
227,046 Shares
Common Stock
$2.50 Par Value
_______________________
PROSPECTUS
DATED MAY __, 1996
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Other expenses of issuance and distribution of the securities
being offered hereby, all of which expenses are to be borne by the Selling
Stockholders, are estimated as follows:
<TABLE>
<S> <C>
SEC registration fee $ 2,138
* Legal fees and expenses 5,000
* Accounting fees and expenses 5,000
* Blue Sky fees and expenses 1,000
* Printing and engraving expenses 500
* Miscellaneous expenses 462
-------------
Total $ 14,100
=============
</TABLE>
__________________________________
* Estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Restated Certificate of Incorporation and the Bylaws of
SouthTrust provide that SouthTrust 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 SouthTrust, 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 interests
of SouthTrust, and, in the case of a derivative action on behalf of SouthTrust,
SouthTrust shall indemnify such persons only against expenses and then only if
he not be adjudged to be liable for negligence or misconduct. SouthTrust also
maintains insurance coverage relating to certain liabilities of officers and
directors.
ITEM 16. EXHIBITS
2 Agreement of Merger dated April 3, 1996, among Realty
Rental Company, Inc.; John B. Davis; H.M. Davis,
Jr.; Emelil Davis Mudd Williams; John B. Davis, as
Trustee of the Testamentary Trust f/b/o John B. Davis
u/w/o Louise B. Davis; H.M. Davis, as Trustee of the
Testamentary Trust f/b/o H. M. Davis u/w/o Louise B.
Davis; Emelil Davis Mudd Williams, as Trustee of the
Testamentary Trust f/b/o Emelil Davis Mudd Williams
u/w/o Louise B. Davis; and SouthTrust Corporation
(included as Exhibit A to the Prospectus filed as
part of this Registration Statement).
*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> 11
<TABLE>
<S> <C> <C>
*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 (Reg. 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 were 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. 333-03547).
*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.
23(a) Consent of Bradley, Arant, Rose & White (included
in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Powers of Attorney.
</TABLE>
___________________________________________
* Incorporated herein by reference.
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) To reflect in the prospectus any
facts or events arising after the
effective date of this 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 this registration statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in this registration
statement or any material change to
such information in the registration
statement;
II-2
<PAGE> 12
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 this 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby 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 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 herein, 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 foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange 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.
II-3
<PAGE> 13
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 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, as of May 15,
1996.
SOUTHTRUST CORPORATION
By: /s/ WALLACE D. MALONE, JR.
---------------------------------
Wallace D. Malone, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<S> <C> <C>
/s/ WALLACE D. MALONE, JR. Chairman, Chief May 15, 1996
- ---------------------------------- Executive Officer, President, Director
Wallace D. Malone, Jr.
/s/ AUBREY D. BARNARD Secretary, Treasurer and May 15, 1996
- ---------------------------------- Controller (Principal Accounting
Aubrey D. Barnard and Financial Officer)
* Director May 15, 1996
- ----------------------------------
Allen J. Keesler, Jr.
* Director May 15, 1996
- ----------------------------------
Herbert Stockham
* Director May 15, 1996
- ----------------------------------
T.W. Mitchell
* Director May 15, 1996
- ----------------------------------
Charles G. Taylor
* Director May 15, 1996
- ----------------------------------
William C. Hulsey
* Director May 15, 1996
- ----------------------------------
John M. Bradford
* Director May 15, 1996
- ----------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>
II-4
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
* Director May 15, 1996
- ----------------------------------
H. Allen Franklin
* Director May 15, 1996
- ----------------------------------
F. Crowder Falls
* By: /s/ WILLIAM L. PRATER May 15, 1996
- ----------------------------------
William L. Prater
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 15
INDEX TO EXHIBITS
2 Agreement of Merger dated April 3, 1996, among
Realty Rental Company, Inc.; John B. Davis; H.M.
Davis, Jr.; Emelil Davis Mudd Williams; John B.
Davis, as Trustee of the Testamentary Trust f/b/o
John B. Davis u/w/o Louise B. Davis; H.M. Davis,
as Trustee of the Testamentary Trust f/b/o H. M.
Davis u/w/o Louise B. Davis; Emelil Davis Mudd
Williams, as Trustee of the Testamentary Trust
f/b/o Emelil Davis Mudd Williams u/w/o Louise B.
Davis; and SouthTrust Corporation (included as
Exhibit A to the Prospectus filed as part of this
Registration Statement).
*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 (Reg. 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 were 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.
333-03547).
*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.
23(a) Consent of Bradley, Arant, Rose & White (included
in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 2
STATE OF ALABAMA )
JEFFERSON COUNTY )
AGREEMENT OF MERGER, dated this 3rd day of April, 1996,
(hereinafter, "Execution Date") made by and between REALTY RENTAL COMPANY,
INC., a corporation organized and existing under the laws of the State of
Alabama (hereinafter referred to as the "Merging Corporation"), JOHN B. DAVIS,
H. M. DAVIS, JR., EMELIL DAVIS MUDD WILLIAMS, individuals residing in the State
of Alabama, and JOHN B. DAVIS, AS TRUSTEE OF THE TESTAMENTARY TRUST F/B/O JOHN
B. DAVIS U/W/O LOUISE B. DAVIS, H. M. DAVIS, AS TRUSTEE OF THE TESTAMENTARY
TRUST F/B/O H. M. DAVIS U/W/O LOUISE B. DAVIS, and EMELIL DAVIS MUDD WILLIAMS,
AS TRUSTEE OF THE TESTAMENTARY TRUST F/B/O EMELIL DAVIS MUDD WILLIAMS U/W/O
LOUISE B. DAVIS, (collectively, "Shareholders"), and SOUTHTRUST CORPORATION, a
corporation organized and existing under the laws of the State of Delaware
(hereinafter referred to as the "Surviving Corporation");
W I T N E S S E T H:
WHEREAS, the Board of Directors of each of the corporations
parties hereto, in consideration of the mutual agreements of each corporation
as set forth herein, does deem it advisable, and generally for the welfare of
each of the corporations and of their respective shareholders, that the Merging
Corporation merge itself into the Surviving Corporation, as authorized by the
General Corporation Law of Delaware and the Alabama Business Corporation Act,
under and pursuant to the terms and conditions hereinafter set forth;
NOW, THEREFORE, the corporations parties to this agreement, by
and between their respective Boards of Directors, and the other parties hereto,
in consideration of the mutual covenants, agreements and provisions hereinafter
contained, have agreed and do agree each with the other that the Merging
Corporation merge itself into the Surviving Corporation, pursuant to the
applicable provisions of the General Corporation Law of Delaware and the
Alabama Business Corporation Act, and do hereby agree upon and prescribe the
terms and conditions of the merger and of carrying the same into effect, as
follows:
(iv) PLAN OF MERGER AND CLOSING.
A. Effective upon issuance of the Articles or
Certificate of Merger by the Secretary of State of Alabama and the Secretary of
State of Delaware or at such other time as the parties hereto shall specify in
the Articles or Certificate of Merger ("Effective Date"), the Merging
Corporation hereby merges itself into the Surviving Corporation, and the
Surviving Corporation shall be the surviving corporation resulting from the
merger.
B. The Certificate of Incorporation of the
Surviving Corporation upon the Effective Date of this merger shall continue to
be the Restated Certificate of Incorporation heretofore filed by the Surviving
Corporation.
C. Until altered, amended or repealed, as
therein provided, the Bylaws of the Surviving Corporation in effect as of the
Effective Date of this Agreement of Merger, shall continue to be the Bylaws of
the Surviving Corporation.
D. The principal office of the Surviving
Corporation shall be the principal office of the Surviving Corporation as of
the date of this Agreement of Merger.
E. The Merging Corporation shall pay all the
expenses of carrying this Agreement of Merger into effect and of accomplishing
the merger.
1
<PAGE> 2
F. Upon the Effective Date of this Agreement of
Merger the separate existence of the Merging Corporation shall cease, and the
Merging Corporation shall be merged into the Surviving Corporation, which shall
possess all the rights, privileges, powers and franchises, and be subject to
all of the restrictions, liabilities and duties of each of the corporations
parties to this Agreement, and all and singular, the rights, privileges, powers
and franchises of each of the corporations, and all property, real, personal
and mixed, and all debts due to each of the corporations shall be vested in the
Surviving Corporation; and all property, rights and privileges, powers and
franchises, and all and every other interest, shall thereafter be as
effectively the property of the Surviving Corporation as they were of the
respective constituent corporations, and the title to any real estate, whether
by deed or otherwise, vested in any of the corporations parties hereto, shall
not revert or be in any way impaired by reason of this merger, provided that
all the rights of creditors and all liens upon the property of any of the
corporations parties hereto shall be preserved unimpaired, and all debts,
liabilities and duties of the Merging Corporation shall attach to the
Surviving Corporation and may be enforced against it to the same extent as if
the debts, liabilities and duties had been incurred or contracted by it.
G. If, at any time, the Surviving Corporation
shall consider or be advised that any further actions are necessary or
desirable to vest in the Surviving Corporation, according to the terms hereof,
the title to any property or rights of the Merging Corporation, the proper
officers and directors of the Surviving Corporation shall and will execute and
make all such proper assignments and assurances, and do all things necessary or
proper to vest title in such property or rights in the Surviving Corporation,
and otherwise to carry out the purposes of this Agreement of Merger.
H. The Surviving Corporation shall be governed
by the laws of the State of Delaware.
I. The manner of converting the outstanding
capital shares of the Merging Corporation into the shares or securities of the
Surviving Corporation shall be as follows:
1. Immediately prior to the filing and
recording of this Agreement, the holders and owners of all the issued and
outstanding capital shares of the Merging Corporation were as follows:
<TABLE>
<CAPTION>
The Merging Corporation:
-----------------------
Shareholders No. of Outstanding Shares Owned
- ----------------------------------------------------------------------------------------------
<S> <C>
John B. Davis 26.83 common shares
H. M. Davis, Jr. 26.83 common shares
Emelil Davis Mudd Williams 27.83 common shares
Treasury 9.50 common shares
John B. Davis, Trustee
of the Testamentary Trust
f/b/o John B. Davis under
the Will of Louise B. Davis 27 Preferred shares
H. M. Davis, Trustee
of the Testamentary Trust
f/b/o H. M. Davis under
the Will of Louise B. Davis 27 Preferred shares
Emelil Davis Mudd Williams, Trustee
of the Testamentary Trust
f/b/o Emelil Davis Mudd Williams
under the Will of Louise B. Davis 27 Preferred shares
</TABLE>
2
<PAGE> 3
2. Upon the Effective Date of the
merger all of the Treasury shares of the Merging Corporation shall be cancelled
and all of the remaining common and preferred shares of the Merging Corporation
shall be transferred, exchanged and converted into common shares of the
Surviving Corporation, so that, immediately after such transfer, exchange and
conversion, the Shareholders of the Merging Corporation immediately prior to
filing of this Agreement will be the holders and owners of a number of common
capital shares of the Surviving Corporation calculated according to the
following formula:
(1) For calculation purposes, the following
terms shall be used:
"A Shares" shall mean the aggregate
whole number of common capital shares of the Surviving Corporation to be issued
in exchange for the common and preferred shares of the Merging Corporation
pursuant to this Agreement and determined by adding the number of B Shares and
C Shares.
"B Shares" shall mean the aggregate
whole number of common capital shares of the Surviving Corporation held by the
Merging Corporation immediately prior to the Merger.
"C Shares" shall mean the aggregate
whole number of common capital shares of the Surviving Corporation determined
by dividing the Merging Corporation's Net Cash by the Average Market Price Per
Share of the Surviving Corporation's stock.
"Net Cash" shall mean the total cash
funds and cash equivalents of the Merging Corporation net of any Liabilities
(as defined in Subparagraph 3.5 below) as of the Effective Date of the Merger,
which Liabilities are specified on attached Exhibit "A".
"Average Market Price Per Share" shall
mean the average closing price of the Surviving Corporation's common capital
shares for the ten (10) trading days immediately preceding the Effective Date
of the merger on the public exchange on which they are regularly traded.
(2) (i) For each share of the Merging
Corporation's outstanding preferred shares, the Surviving Corporation shall
issue a number of its common capital shares to the preferred Shareholders of
the Merging Corporation determined by dividing Two Thousand Four Hundred
Seventy-Seven Dollars ($2,477.00) by the Average Market Price Per Share, with
any fractional share to be paid in cash in accordance with subparagraph
(2)(iii) below.
(ii) For each share of the Merging
Corporation's outstanding common shares, the Surviving Corporation shall issue
a number of its common capital shares to the common Shareholders of the Merging
Corporation determined by subtracting from A Shares the total number of the
Surviving Corporation's shares issued to preferred Shareholders pursuant to
subparagraph 1.9(b)(2)(i) above and dividing such difference by the total
number of the Merging Corporation's outstanding common shares, with any
fractional share to be paid in cash in accordance with subparagraph (2)(iii)
below.
(iii) In lieu of the issuance of any
fractional share of the Surviving Corporation's stock otherwise due a
Shareholder pursuant to subparagraph (2)(i) or (2)(ii) above, the Surviving
Corporation shall pay such Shareholder an amount determined by multiplying such
fraction by the last sales price per share of the Shares, as reported by the
NasDaq Market as of the Effective Date, such calculation to be made and
determined by the Surviving Corporation.
3. Upon the Effective Date of the
merger, all of the shares of the Merging Corporation owned by the Shareholders
immediately prior to the merger shall be cancelled, and shall no longer be
issued and outstanding.
3
<PAGE> 4
J. The Closing of this merger transaction
("Closing") shall take place one week following the Execution Date at 10:00
a.m. CST in the offices of Bradley, Arant, Rose & White, Birmingham, Alabama,
or at such other time, place or date as may be mutually agreed to by the
parties in writing.
(v) OUTSTANDING SHARES.
A. Pursuant to the Articles of Incorporation of
the Merging Corporation, the following common and preferred shares are
authorized, having the following par value per share, amounting to the
following aggregate par values; and there are presently outstanding the
following common and preferred shares, which represent the only shares of the
Merging Corporation which are now outstanding:
<TABLE>
<CAPTION>
MERGING CORPORATION
-------------------
AUTHORIZED PAR VALUE SHARES
CLASS SHARES PER SHARE OUTSTANDING
- ----- ------ --------- -----------
<S> <C> <C> <C>
Common 91 $10.00 81.49
Preferred 109 $10.00 81.00
</TABLE>
B. As of December 31, 1995, the total authorized
capital stock of the Surviving Corporation was 205,000,000, divided into
200,000,000 shares of Common Stock, of a par value of $2.50 a share, and
5,000,000 shares of Preferred Stock of a par value of $1.00 per share, the
following common shares, which represent the only shares of the Surviving
Corporation which are now outstanding:
<TABLE>
<CAPTION>
SURVIVING CORPORATION
---------------------
AUTHORIZED PAR VALUE SHARES
CLASS SHARES PER SHARE OUTSTANDING
- ----- ------ --------- -----------
<S> <C> <C> <C>
Common 200,000,000 $2.50 88,398,198
Preferred 5,000,000 $1.00 0
</TABLE>
(vi) WARRANTIES OF MERGING CORPORATION AND ITS
SHAREHOLDERS. The Merging Corporation and its Shareholders represent and
warrant, jointly and severally without reservation, said representations and
warranties to continue to and survive the Effective Date of the merger, without
limitation as to time or amount, as follows:
A. Organization and Good Standing. The Merging
Corporation is a corporation duly organized and in good standing under the laws
of the State of Alabama, and the Merging Corporation is qualified to do
business in every jurisdiction in which its business and activities require
qualification.
B. Authorization. The Merging Corporation is
legally authorized to execute and perform its obligations under this Agreement,
and the execution of this Agreement and the performance of its obligations
hereunder have been duly authorized by the Merging Corporation's Board of
Directors, and no further authorization is necessary; and there are no
provisions of any law, federal, state, or local, or of its articles or
certificate of incorporation or bylaws, nor is the Merging Corporation a party
to any existing contracts or agreements whatsoever, which could in any way bar
or impede the Merging Corporation from executing this Agreement and performing
its obligations hereunder.
C. Capitalization. As of the Effective Date of
the merger, the capitalization of the Merging Corporation is as stated in
Section 2.1 hereinabove.
D. Ownership of Assets.
4
<PAGE> 5
(a) As of the Execution Date, the Merging
Corporation will be the owner of and possess good and marketable title, free
and clear of all liens, encumbrances, and claims, to all the assets set forth
on Exhibit B, Part A, attached hereto, and to only such assets.
(b) Following the Execution Date and
prior to the Effective Date, the Merging Corporation shall sell and/or
distribute certain assets listed on Exhibit A, Part A such that, upon the
Effective Date, the Merging Corporation will be the owner of and possess good
and marketable title, free and clear of all liens, encumbrances, and claims,
only to the Surviving Corporation's common capital shares and cash proceeds
from such sales of other assets, net of income tax paid, in substantially those
amounts projected on Exhibit B, Part B.
(c) The provisions of subparagraph
3.4(a) and (b) notwithstanding the Merging Corporation will, prior to the
Effective Date, pay estimated Taxes of the Merging Corporation. In the event,
due to a retroactive change in tax law or otherwise, it is determined by the
U.S. Internal Revenue Service and/or the Alabama Department of Revenue that a
tax refund is due to the Merging Corporation and payment thereof is received by
the Surviving Corporation as successor to the Merging Corporation, then the
Surviving Corporation shall pay any such refund, net of any costs incurred in
the collection or determination of such refund, to the Shareholders in the same
proportion in which they owned the common capital shares of the Merging
Corporation as reflected under Section 1.9(a). The Surviving Corporation has
no obligation to seek or to determine the right to any such tax refund, but
shall cooperate with the Shareholders in their efforts to determine and collect
any such tax refund at the sole cost and expense of the Shareholders.
E. Absence of Liabilities. As of the Effective
Date of the merger, the Merging Corporation will not have liabilities or
obligations, contingent, contractual, or otherwise, of any kind, nature or
description whatsoever (collectively "Liabilities"), except for the Liabilities
listed on attached Exhibit "A". The Merging Corporation and its Shareholders
shall indemnify and hold harmless the Surviving Corporation from and against
any cost or Liability of the Merging Corporation whatsoever arising prior to or
as a result of this merger in accordance with the provisions of Paragraph 5
below and will establish an Escrow Account in accordance with the provisions of
Paragraph 7 below as security for the payment of any such indemnified
Liabilities.
F. Absence of Dissenting Shareholders. The
Shareholders of the Merging Corporation have given their unanimous approval of
the merger of the Merging Corporation into the Surviving Corporation and there
are no dissenting shareholders.
G. Tax Matters.
1. The Merging Corporation has filed
all Tax Returns (as hereinafter defined in Subparagraph 5.2) that it was
required to file and the Shareholders of the Merging Corporation will file all
Tax Returns of the Merging Corporation for the taxable period ending with the
Effective Date. All such Tax Returns were correct and complete in all
respects. All Taxes (as hereinafter defined in Subparagraph 5.2) due and
owing by the Merging Corporation (whether or not shown on any Tax Return) have
been or will be paid. The Merging Corporation is not currently the beneficiary
of any extension of time within which to file any Tax Return. No claim has
ever been made by an authority in a jurisdiction where the Merging Corporation
does not file Tax Returns that it is or may be subject to taxation by that
jurisdiction. There are no security interests on any of the assets of the
Merging Corporation that arose in connection with any failure (or alleged
failure) to pay any Tax.
2. The Merging Corporation has withheld
and paid, or will withhold and pay, all Taxes required to have been withheld
and paid in connection with amounts paid or owing to any employee, independent
contractor, creditor, stockholder, or other third party.
3. No Shareholder or director or
officer (or employee responsible for Tax matters) of the Merging Corporation is
aware of any basis by which any authority may assess any additional Taxes for
any period for which Tax Returns have been filed. There is no dispute or claim
concerning
5
<PAGE> 6
any Tax liability of the Merging Corporation either (A) claimed or raised by
any authority in writing or (B) as to which any of the Shareholders and the
directors and officers (and employees responsible for Tax matters) of the
Merging Corporation has knowledge. Exhibit "C" lists all federal, state,
local, and foreign income tax returns filed with respect to the Merging
Corporation that have been audited, and indicates those Tax Returns that
currently are the subject of audit. The Merging Corporation has attached
correct and complete copies of all federal income Tax Returns, examination
reports, and statements of deficiencies assessed against or agreed to by the
Merging Corporation since January 1, 1992 (Exhibit "D").
4. The Merging Corporation has not
waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency.
5. The Merging Corporation has made no
payments, is not obligated to make any payments nor is it a party to any
agreement that under certain circumstances could obligate it to make any
payments that will not be deductible under Code Section 28OG regarding
"parachute payments". The Merging Corporation has not been a United States
real property holding corporation within the meaning of Code Section 897(c)(2)
during the applicable period specifIed in Code Section 887(c)(1)(A)(ii). The
Merging Corporation has disclosed on its federal income tax returns all
positions taken therein that could give rise to a substantial understatement of
federal income Tax within the meaning of Code Section 6662. The Merging
Corporation is not a party to any Tax allocation or sharing agreement. The
Merging Corporation has not been a member of an Affiliated Group filing a
consolidated federal income tax return, nor does it have any liability for the
Taxes of any person under Treas. Reg. Section 1.15O2-6 (or any similar
provision of state, local, or foreign law), as a transferee or successor, by
contract, or otherwise.
6. Exhibit "B" sets forth the following
information with respect to the Merging Corporation as of the most recent
practicable date (as well as on an estimated pro forma basis as of the Closing
giving effect to the consummation of the transactions contemplated hereby): (A)
the basis of the Merging Corporation in its assets at the Execution Date; (B)
the basis of the Merging Corporation in its assets at Closing, on a pro forma
basis reflecting the sale and/or distribution of all assets other than common
capital stock of the Surviving Corporation, net of estimated tax paid on such
sales; (C) the basis of the Shareholders of the Merging Corporation in its
stock; and (D) the amount of any net operating loss, net capital loss, unused
investment or other credit, unused foreign tax, or excess charitable
contribution allocable to the Merging Corporation.
7. The unpaid Taxes of the Merging
Corporation do not, as of the Closing, exceed the Tax Liability, set forth on
attached Exhibit "A".
H. There are no fees or commissions whatsoever
due to any brokers by reason of the execution or performance of this Agreement
by the Merging Corporation or the Shareholders.
(vii) WARRANTIES OF SURVIVING CORPORATION. The Surviving
Corporation represents and warrants, without reservation, said representations
and warranties to continue to and survive the Effective Date of the merger
without limitation as to time (subject to any applicable statutes of
limitations) or amount, as follows:
A. Organization and Good Standing. The
Surviving Corporation is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware and is qualified to do
business in the State of Alabama.
B. Authorization. The Surviving Corporation is
legally authorized to execute and perform its obligations under this Agreement,
and the execution of this Agreement and the performance of its obligations
hereunder have been duly authorized by the Surviving Corporation's Board of
Directors, and no further authorization is necessary; and there are no
provisions of any law, federal, state, or local, or of its certificate of
incorporation or bylaws, nor is the Surviving Corporation a party to any
existing contracts or agreements whatsoever, which could in any way bar or
impede the Surviving Corporation from executing this Agreement and performing
its obligations hereunder.
6
<PAGE> 7
C. Capitalization. The capitalization of the
Surviving Corporation is as stated in Section 2.2 hereinabove.
D. Issuance of Shares. The shares of the
Surviving Corporation to be issued pursuant to this Agreement shall, when
issued in accordance with this Agreement, represent fully paid and
nonassessable shares of the Surviving Corporation.
E. There are no fees or commissions whatsoever
due to any brokers by reason of the execution or performance of this Agreement.
(viii) INDEMNIFICATIONS.
A. General Indemnification. In the event that
any covenant of any party to this Agreement or any document delivered pursuant
to this Agreement shall be breached or shall not be performed, or any
representation or warranty made by any party in this Agreement or in any
document delivered pursuant to this Agreement shall be breached or shall be
incorrect or untrue, the breaching party shall indemnify the other parties and
hold them harmless against any claim, loss, liability, cost or expense arising
out of and related to any Adverse Consequences directly or indirectly
attributable thereto. The Escrow Account established under Section 8 below
shall provide security for the indemnification of the Surviving Corporation by
the Merging Corporation and its Shareholders.
B. Tax Indemnification. By way of expansion of
Subparagraph 5.1, and not limitation, each of the Shareholders agrees to
indemnify the Surviving Corporation from and against any Adverse Consequences
the Surviving Corporation may suffer in respect to any Tax Returns or any Taxes
of the Merging Corporation or its Shareholders with respect to any Tax year or
portion thereof ending on or before the Effective Date, and for the unpaid
Taxes of any person other than the Merging Corporation or its Shareholders
under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local,
or foreign law), including, without limitation, any taxes of the Merging
Corporation its shareholders attributable to consummation of the transactions
contemplated by this Agreement, and regardless of whether such claim, loss,
liability, cost or expense occurs as a transferee or successor, by contract, or
otherwise. For all purposes of this Agreement the foregoing defined terms
shall have the meaning specified as follows:
a. "Adverse Consequences" means all actions,
suits, proceedings, hearings, tax audits, investigations, charges, complaints,
claims, demands, injunctions, judgments, orders, decrees, rulings, dues,
penalties, fines, amounts paid in settlement, liabilities, obligations, taxes,
liens, and fees.
b. "Tax" means any federal, state, local, or
foreign income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code Section 59A), customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.
c. "Tax Return" means any return, declaration,
report, claim for refund, or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including any amendment
thereof.
C. Notice of Claim. The Merging Corporation's
Shareholders and the Surviving Corporation hereby agree that each shall give
prompt written notice of discovery of any breach of covenant or incorrect
warranty or representation or other claim as to which the other is alleged to
be obligated to indemnify. The obligation or liability to indemnify shall be
reduced to the extent the indemnifying party's ability to properly respond to
or defend any claim is diminished by an unreasonable failure of the other party
to provide written notice.
7
<PAGE> 8
D. Third Party Claim. The Merging Corporation's
Shareholders shall have the responsibility of contesting, defending,
litigating, or settling any claim, including Taxes, except as otherwise
specified below, by any party other than the Surviving Corporation made against
the Merging Corporation ("Third Party Claim") in respect of which such breach
of covenant or incorrect representation or warranty or other claim is claimed.
The Merging Corporation's Shareholders shall have the sole responsibility for
payment of all costs and expenses whatsoever incurred, directly or indirectly,
in any such contest, defense, litigation, or settlement, and the Surviving
Corporation shall not be liable for cost, any expense or legal fees in
connection therewith. The Merging Corporation's Shareholders shall have the
right, in their discretion exercised in good faith and upon the advice of
counsel, to settle any such Third Party Claim, either before or after the
initiation of litigation, at such time and upon such terms as they would deem
fair and reasonable if the loss resulting therefrom were to be paid by any of
them, but only if prior to any such settlement, reasonable written notice of
intention to settle shall be given to and consultation had with the Surviving
Corporation; provided, however, such settlement shall be subject to and be
governed by the other provisions of this Section 5 and the Escrow Agreement,
such settlement shall not be effective, without consent of the other party, in
a way that would impose sanctions, fines, penalties or restrictions on the
other party and that if a tax audit of the Merging Corporation becomes
intertwined with a tax audit of the Surviving Corporation, then, the preceding
notwithstanding, the Surviving Corporation shall have final authority to
resolve the matter upon such terms as it deems fair and reasonable, but only
if, prior to such final resolution, it gives reasonable written notice and
consults with the Shareholders.
E. Claim by the Surviving Corporation. If the
claim in question involves a claim by the Surviving Corporation alleging that
it is entitled to indemnification pursuant to this Agreement, then in the event
the Merging Corporation's Shareholders do not elect, within 30 days of their
receipt of the original written notice thereof, to contest such claim by
written notice to the Surviving Corporation, then the Surviving Corporation
shall be entitled to indemnity pursuant to the terms of this Agreement. If the
Merging Corporation's Shareholders elect to contest such claim by written
notice to the Surviving Corporation, then the Surviving Corporation will be
entitled to indemnity hereunder only upon the final determination of such
contest either by Agreement of the parties or upon the order of a court having
jurisdiction of the issue from which no appeal to a higher court is then
available.
(ix) REGISTRATION OF SHARES OF SURVIVING CORPORATION. On
or prior to 180 days following the Effective Date of the merger, the Surviving
Corporation shall use its best efforts to cause the shares of Common Stock of
SouthTrust to be issued hereunder to be registered under the Securities Act of
1933 (the "1933 Act") for resale by the Shareholders, which registration shall
be effected by the Surviving Corporation filing a registration statement with
the Securities and Exchange Commission on Form S-3 relating to the shares of
Common Stock of SouthTrust to be issued to the Shareholders hereunder; and such
registration statement, when effective under the 1933 Act, will permit the
Shareholders, upon compliance with the prospectus delivery requirements of the
1933 Act, to resell such shares of Common Stock through the facilities of the
NasDaq Market or in privately negotiated transactions. The Surviving
Corporation shall use its best efforts to cause shares of Common Stock of
SouthTrust issuable pursuant to this Agreement to be registered or qualified
under any applicable state securities law or shall take appropriate steps to
cause such shares to be exempt therefrom. Any registration or qualification
undertaken by the Surviving Corporation with respect to the shares of Common
Stock of SouthTrust issuable pursuant to this Agreement shall be undertaken at
the sole expense and cost of the Shareholders.
(x) ESCROW ACCOUNT. Shareholders of the Merging
Corporation shall, immediately following the merger, place certain shares of
the Surviving Corporation stock received hereunder into Escrow in such amounts
and subject to the terms and conditions as specified in the Escrow Agreement
attached hereto as Exhibit E.
(xi) VOTING OF SHARES. The Plan of Merger contained in
this Agreement, after having been first duly approved unanimously by the Board
of Directors of the Merging Corporation, was submitted to and duly approved by
the unanimous consent of the Shareholders of the Merging Corporation required
to vote thereon. This Agreement is adopted by action of the Board of Directors
of the Surviving
8
<PAGE> 9
Corporation without any vote of its shareholders pursuant to subsections 251(f)
and 252(e) of the General Corporation Law of Delaware.
(xii) CERTIFICATE OF INCORPORATION. The Articles of
Incorporation of the Merging Corporation were filed in Jefferson County,
Alabama on June 30, 1949. The Certificate of Incorporation of the Surviving
Corporation was filed in the State of Delaware on October 8, 1968.
IN WITNESS WHEREOF, the corporate parties to this Agreement of
Merger, pursuant to the authority duly given by the respective Boards of
Directors, have caused these presents to be executed by their Presidents, and
attested by their Secretaries, and the corporate seals affixed and the
individual parties have signed on this the 3rd day of April, 1996.
<TABLE>
<S> <C>
REALTY RENTAL COMPANY, INC.
(the "Merging Corporation")
By: /s/ JOHN B. DAVIS
--------------------------
John B. Davis,
Its President
By: /s/ H. M. DAVIS, JR.
--------------------------
H. M. Davis, Jr.
Its Secretary, who by this
signature also attests
(CORPORATE SEAL)
SOUTHTRUST CORPORATION
(the "Surviving Corporation")
By: /s/ WALLACE D. MALONE, JR.
--------------------------
Its President
By: /s/ AUBREY D. BARNARD
--------------------------
Its Secretary, who by this
signature also attests
(CORPORATE SEAL)
TESTAMENTARY TRUST F/B/O JOHN B. DAVIS
U/W/O LOUISE B. DAVIS
By: /s/ JOHN B. DAVIS
--------------------------
John B. Davis,
Trustee
TESTAMENTARY TRUST F/B/O H. M. DAVIS
U/W/O LOUISE B. DAVIS
</TABLE>
9
<PAGE> 10
By: /s/ H. M. DAVIS, JR.
-----------------------------------------
H. M. Davis, Jr.
Trustee
TESTAMENTARY TRUST F/B/O EMELIL DAVIS MUDD
WILLIAMS U/W/O LOUISE B. DAVIS
By: /s/ EMELIL MUDD DAVIS WILLIAMS
-----------------------------------------
Emelil Davis Mudd Williams,
Trustee
/s/ JOHN B. DAVIS
-----------------------------------------
John B. Davis, Individually
/s/ H. M. DAVIS, JR.
-----------------------------------------
H. M. Davis, Jr., Individually
/s/ EMELIL DAVIS MUDD WILLIAMS
-----------------------------------------
Emelil Davis Mudd Williams, Individually
10
<PAGE> 11
EXHIBIT A
LIABILITIES
-- NONE --
11
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT B
PART (A) LIST OF MERGING CORPORATION ASSETS
----------------------------------
DESCRIPTION BASIS ESTIMATED VALUE
- ----------- ----- ---------------
<S> <C> <C>
3200 Amoco $ 8,086.86 $ 216,800
68067 AmSouth 51,062.99 2,688,646
500 AT&T 14,021.38 32,937
328 Chubb Corp. 8,532.93 31,898
450 Compass Bank 5,044.49 14,512
100 Exxon 761.70 7,737
400 GE 5,497.50 26,850
400 IBM 40,757.26 38,650
1042 Mead Corp 6,950.00 59,524
440 Regions Bank 8,110.33 18,480
300 Schlumberger 11,129.65 19,050
117000 SouthTrust 39,445.50 2,968,875
4500 Synovus Financial 22,500.00 130,500
2625 Torchmark 33,836.83 111,562
3000 Amer. Gen. Cap. LLC 75,000.00 77,625
115000 Fort Payne IDB 116,153.80 115,217
25000 Birmingham Baptist Med. Ctr. 25,253.80 27,408
50000 Courtland, CO IDB 48,253.00 49,282
25000 AmSouth Sub-Cap Note 24,193.32 27,416
71593 Russell Corp 492.33 1,790
PW Access Account - see attached
PW Statement 243,896.00 307,408
RMA Money Market A/C 144,896.00 144,896
---------
Rounding .33
----------
Total $933,876.00 $7,117,063
Real Estate Mortgages 8,459.00 78,421
----------------------------------------------------
Total $942,335.00 $7,195,484
=========== ==========
</TABLE>
12
<PAGE> 13
PART (B) PRO FORMA AT EFFECTIVE DATE OF MERGER
<TABLE>
<CAPTION>
DESCRIPTION BASIS ESTIMATED VALUE
- ----------- ----- ---------------
<S> <C> <C>
117,000 shares - SouthTrust Corp. $ 39,445 $2,968,875
Cash $2,980,000 $2,980,000*
</TABLE>
* Net of estimated taxes attributable to the sale of assets.
PART (C) BASIS OF SHAREHOLDERS IN MERGING
CORPORATION SHARES
<TABLE>
<CAPTION>
BASIS AGGREGATE
DESCRIPTION PER SHARE BASIS
- ----------- ------------ ------------
<S> <C> <C>
81.49 shares, Common $ 10.00 $ 814.90
81 shares, Preferred $2,523.64 $204,414.84
</TABLE>
PART (D) UNUSED TAX ATTRIBUTES
-- NONE --
13
<PAGE> 14
EXHIBIT C
List of all Merging Corporation's Federal, State, Local and Foreign Income Tax
Returns Audited or Currently the Subject of Audit.
-- NONE --
14
<PAGE> 15
EXHIBIT D
1. All Examination Reports - None
2. All Statements of Assessed Deficiencies - None
3. All Federal Income Tax returns filed after 1/1/92
(a) FYE 6/30/92 - attached
(b) FYE 6/30/93 - attached
(c) FYE 6/30/94 - attached
(d) FYE 6/30/94 - attached
15
<PAGE> 16
EXHIBIT E
ESCROW AGREEMENT
(attached)
16
<PAGE> 1
EXHIBIT 5
May 15, 1996
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Ladies and 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 form as proposed to be
filed by SouthTrust with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, relating to the merger (the "Merger")
of Realty Rental Company, Inc., an Alabama corporation ("Realty Rental") with
and into SouthTrust Corporation, a Delaware corporation, and the issuance of
227,046 shares of common stock, par value $2.50 per share, of SouthTrust (the
"Shares") and 100,909 rights to purchase 1/100th of one share of Series A
Junior Participating Preferred Stock (the "Rights") in connection with the
Merger. Pursuant to the Merger, each holder of shares of common stock of
Realty Rental received shares of SouthTrust common stock. In this connection,
we have examined such records, documents and proceedings as we have deemed
relevant and necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the Shares and Rights to be offered under the
Registration Statement have been duly and validly authorized and
issued and are fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability attaches to the ownership of the Shares and Rights.
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 Matters in the Proxy
Statement/Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ BRADLEY, ARANT, ROSE & WHITE
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 9, 1996
incorporated by reference in SouthTrust Corporation's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
May 15, 1996
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers
and Directors whose signatures appear below hereby constitute and appoint
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 registration of $2.50 par value common stock in connection
with the acquisition of Realty Rental Company, Inc., 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 15th day of May, 1996.
<TABLE>
<S> <C>
/s/ WALLACE D. MALONE, JR. /s/ AUBREY D. BARNARD
- --------------------------------------------------- ---------------------------------------------------
Wallace D. Malone, Jr. - Chairman Aubrey D. Barnard - Secretary,
Chief Executive Officer, Treasurer and Controller
President, Director (Principal Accounting & Financial Officer)
/s/ ALLEN J. KEESLER, JR. /s/ HERBERT STOCKHAM
- --------------------------------------------------- ---------------------------------------------------
Allen J. Keesler, Jr. - Director Herbert Stockham - Director
/s/ T. W. MITCHELL /s/ CHARLES G. TAYLOR
- --------------------------------------------------- ---------------------------------------------------
T. W. Mitchell - Director Charles G. Taylor - Director
/s/ WILLIAM C. HULSEY /s/ JOHN M. BRADFORD
- --------------------------------------------------- ---------------------------------------------------
William C. Hulsey - Director John M. Bradford - Director
/s/ WM. KENDRICK UPCHURCH, JR. /s/ H. ALLEN FRANKLIN
- --------------------------------------------------- ---------------------------------------------------
Wm. Kendrick Upchurch, Jr. - Director H. Allen Franklin - Director
/s/ F. CROWDER FALLS
- ---------------------------------------------------
F. Crowder Falls - Director
</TABLE>
