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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-02681
PROSPECTUS
SOUTHTRUST CORPORATION
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783,875 SHARES OF COMMON STOCK
The shares offered hereby are 783,875 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 March 22, 1996 by the investors named in this Prospectus (the "Selling
Stockholders") pursuant to the Agreement and Plan of Merger dated as of October
26, 1996, as amended, (the "Merger Agreement") among SouthTrust Bank of
Florida, National Association, a national banking association ("ST-Bank") and
Citizens Bank of Macclenny, a Florida banking corporation ("Citizens"), joined
in by SouthTrust and SouthTrust of Florida, Inc. ("ST-Sub"), a Florida
corporation and a wholly-owned subsidiary of SouthTrust. Pursuant to the
Merger Agreement, Citizens has been merged with and into ST-Bank, and the
stockholders of Citizens have received, in exchange for their shares of common
stock of Citizens, shares of Common Stock of SouthTrust and 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 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 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 THE SHARES OF COMMON STOCK TO BE OFFERED" and "PLAN OF
DISTRIBUTION."
SouthTrust will not receive any part of the proceeds from the
sale of the shares by the Selling Stockholders. SouthTrust will bear all
expenses (other than selling discounts and commissions and fees and expenses of
counsel or other advisors to the Selling Shareholders) in connection with the
registration of the shares being offered by the Selling Stockholders. See
"PLAN OF DISTRIBUTION."
SouthTrust Common Stock is subject to quotation by and is
traded through the facilities of the Nasdaq National Market ("Nasdaq"). On
May 9, 1996 the last sales price for the Common Stock of SouthTrust, as
reported through Nasdaq, was $27.00 per share.
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.
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.
________________________________________
SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(TELEPHONE 205/254-5000)
________________________________________
THE DATE OF THIS PROSPECTUS IS MAY 10, 1996.
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AVAILABLE INFORMATION
SouthTrust is subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (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, upon payment of prescribed rates, 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
60661-2515 and Seven World Trade Center, Suite 1300, New York, New York 10048.
In addition, reports, proxy statements, information statements and other
information concerning SouthTrust 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 Statements and Exhibits thereto which SouthTrust has
filed with the Commission under the Securities Act and to which reference is
hereby made.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by SouthTrust with the
Commission are incorporated herein by reference as of their respective filing
dates:
(1) SouthTrust's annual report on Form 10-K for the year
ended December 31, 1995 (including therein SouthTrust's Proxy Statement for its
Annual Meeting of Stockholders held on April 17, 1996) (Commission File No. 0-
3613);
(2) SouthTrust's Current Report on Form 8-K dated January
10, 1996 (Commission File No. 0-3613); and
(3) the description of SouthTrust's Common Stock
appearing in SouthTrust's registration statement on Form S-3 (Registration No.
33-61823) under the caption, "DESCRIPTION OF CAPITAL STOCK - Description of
Common Stock," as filed on August 15, 1995 with the Commission.
All documents subsequently 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
offered hereby, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of each such
document. Any statement contained in this Prospectus or 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 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.
SouthTrust will provide, without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been incorporated by reference in this Prospectus (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Such a request is to be directed to Aubrey D.
Barnard, SouthTrust Corporation, SouthTrust Tower, 420 North 20th Street,
Birmingham, Alabama 35203 (telephone number: (205) 254-5000).
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REGISTRATION STATEMENT AND CERTAIN OTHER MATTERS
A registration statement in respect of the shares of Common
Stock of SouthTrust offered by this Prospectus has been filed with the
Commission under the 1933 Act. For further information pertaining to
SouthTrust and such shares, reference is made to such registration statement
and to the exhibits and financial statements filed therewith or incorporated by
reference therein as a part thereof. Statements in this Prospectus as to the
contents of any document are not necessarily complete, and each such statement
is qualified in all respects by reference to the copy of such documents so
filed or incorporated by reference.
IDENTITY OF ISSUER
The principal executive offices of SouthTrust are located at
420 North 20th Street, Birmingham, Alabama 35203, and its telephone number is
(205) 254-5000.
THE SELLING STOCKHOLDERS
AND
THE SHARES OF COMMON STOCK TO BE OFFERED
The Selling Stockholders received the shares of Common Stock
being offered by this Prospectus in connection with the execution of, and the
consummation of the transactions contemplated by, the Agreement and Plan of
Merger, dated as of October 26, 1995, as amended (the "Merger Agreement"),
among ST-Bank and Citizens, joined in by SouthTrust and ST-Sub. Pursuant to
the Merger Agreement, Citizens has been merged with and into ST-Bank, and the
stockholders of Citizens have received, in exchange for their shares of common
stock of Citizens, shares of Common Stock of SouthTrust. The terms of the
Merger Agreement provide that SouthTrust will register under the 1933 Act the
shares of Common Stock of SouthTrust issued to the Selling Stockholders in the
Merger, and the purpose of this Prospectus is to register for resale by the
Selling Stockholders such shares of Common Stock of SouthTrust held by the
Selling Stockholders.
Set forth below is a listing of the Selling Stockholders and
the number of shares of Common Stock of SouthTrust held by each:
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<CAPTION>
Selling Stockholder Number of Shares
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<S> <C>
Jean B. and James M. Dowling 14,587
Inez M. Henson 14,587
John D. Kennedy 13,132
Frankie C. Knabb 56,905
R.E. Knabb 148,829
Todd L. Knabb 19,325
W. Cherill Mobley 13,132
Mary Peeler 5,832
Paul E. Rhoden 22,981
Blanche L. Ruis 27,719
Eva Joyce Sigers 162,683
Larry R. Sigers 178,004
Larry Wendell Sigers 16,415
Mary Knabb Thornton 1,094
Thomas W. Thornton 1,094
Thornton Investments, Ltd. 71,131
Dwight Allen Williams 16,415
</TABLE>
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All of the shares being offered by the Selling Stockholders
were acquired by them from SouthTrust as of March 22, 1996, the Effective Date
of the Merger, in a transaction exempt from the registration provisions of the
1933 Act, pursuant to the Merger Agreement. None of the Selling Stockholders
acquired in the Merger one percent or more of the total number of shares of
Common Stock of SouthTrust which are outstanding and none of the Selling
Stockholders for at least the three years prior to the Merger 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 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 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).
SouthTrust is paying all of the expenses of registering the
shares offered hereby under the 1933 Act (other than selling discounts and
commissions and fees and expenses of counsel and other advisors to the Selling
Stockholders), including filing, printing, legal, accounting and miscellaneous
expenses in connection with this offering.
LEGAL OPINION
The legality of the securities offered hereby has been passed
upon by Bradley, Arant, Rose & White, Birmingham, Alabama, counsel for
SouthTrust. As of September 30, 1995, partners and associates of the firm of
Bradley, Arant, Rose & White beneficially owned, approximately 2,034,000 shares
of Common Stock of SouthTrust.
EXPERTS
The consolidated financial statements of SouthTrust and its
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 have
been incorporated herein by reference in reliance on the authority of said
firms as experts in giving said reports.
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<S> <C>
NO DEALER, SALESMAN OR OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY SOUTHTRUST
CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SOUTHTRUST CORPORATION
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. EXCEPT
WHERE OTHERWISE INDICATED, THIS PROSPECTUS SPEAKS
AS OF THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT. NEITHER THE DELIVERY OF THIS ________________________
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE 783,875 SHARES
HAS BEEN NO CHANGE IN THE AFFAIRS OF SOUTHTRUST COMMON STOCK
CORPORATION SINCE THE DATE HEREOF.
$2.50 PAR VALUE
_______________________
PROSPECTUS
DATED MAY 10, 1996
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