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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-28285
PROSPECTUS
SOUTHTRUST CORPORATION
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802,992 SHARES OF COMMON STOCK
The 802,992 shares of the common stock, par value $2.50 per share (the
"Common Stock"), of SouthTrust Corporation, a Delaware corporation
("SouthTrust"), to be offered hereby will be offered by resale by certain former
stockholders of Charter Bank, a Federal savings bank ("Charter") (the "Selling
Stockholders") which was acquired by SouthTrust on March 28, 1997. The Selling
Stockholders acquired such shares pursuant to the Agreement and Plan of Merger
dated as of December 10, 1996 (the "Merger Agreement") between Charter,
SouthTrust Bank of Florida, National Association, a national banking association
("ST-Bank"), SouthTrust of Florida, Inc., a Florida corporation and a
wholly-owned subsidiary of SouthTrust ("ST-Sub"), and SouthTrust. Pursuant to
the Merger Agreement, Charter has been merged with and into ST-Bank, and the
stockholders of Charter have received, in exchange for their shares of common
stock of Charter, 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 June 10,
1997 the last sales price for the Common Stock of SouthTrust, as reported
through Nasdaq, was $40 1/4 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.
THE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
SOUTHTRUST CORPORATION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
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.
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SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(TELEPHONE 205/254-5000)
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THE DATE OF THIS PROSPECTUS IS JUNE 11, 1997.
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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. The Commission
also maintains a web site that contains reports, proxy and information
statements and other information regarding SouthTrust which files such
information electronically with the Commission. The address of this web site is
http://www.sec.gov. 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, 1996 (including therein SouthTrust's Proxy Statement for its Annual Meeting
of Stockholders held on April 16, 1997) (Commission File No. 0-3613);
(2) SouthTrust's Current Report on Form 8-K dated January 22, 1997
(Commission File No. 0-3613); and
(3) the description of SouthTrust's Common Stock appearing in
SouthTrust's registration statement on Form S-4 (Registration No. 333-20059)
under the caption, "DESCRIPTION OF CAPITAL STOCK Description of Common Stock,"
as filed on January 21, 1997 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, 1996.
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
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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).
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 December 10, 1996 (the "Merger Agreement"), between Charter,
ST-Bank, ST-Sub and SouthTrust. Pursuant to the Merger Agreement, Charter has
been merged with and into ST-Bank, and the stockholders of Charter have
received, in exchange for their shares of common stock of Charter, 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:
<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares Held
Selling Stockholder Held Prior to Offering Offered Pursuant Hereto(1) After Completion of Offering(2)
------------------- ---------------------- ------------------------ -----------------------------
<S> <C> <C> <C>
Judith Ann Baghose 45 45 0
Jane A. Berman, Cust
David Berman 281 281 0
</TABLE>
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(1)Assumes that each Selling Stockholder will offer all of the SouthTrust
Shares owned by such Selling Stockholder.
(2)Assumes that each Selling Stockholder will sell all of the SouthTrust
Shares owned by such Selling Stockholder.
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<TABLE>
<S> <C> <C> <C>
Jane A. Berman, Cust
Jonathan Berman 281 281 0
Arthur S. Bickel 375 375 0
Riva Bickel 375 375 0
Patricia Bishop 187 187 0
Michael J. Callaway 7 7 0
Gregory Catlin & Jody Catlin 751 751 0
Mary Lois Caudill Tr Mary Lois
Caudill Trust dated 7/26/96 187 187 0
Cede & Co. 1,253 1,253 0
James J. Chaffin, Jr 21,920 21,920 0
Judith A. Colvard 2,282 2,282 0
Barbara J. Cuevas 187 187 0
Carolyn Cuevas 187 187 0
Diana Cuevas 187 187 0
Gabino Cuevas 939 939 0
Matthew Dibiase 894 894 0
Elaine Donoghue 43 43 0
Louis F. Donoghue 43 43 0
Robert W. Federspiel 7 7 0
Hedwig Feit Cust
Paul-Andre Feit Ugma NJ 375 375 0
Field Nominees Limited 46,969 46,969 0
Field Nominees Limited-567395 2,119 2,119 0
Joyce Freitag 374 374 0
W J Hill/C S Butts
Pension Trust 1,879 1,879 0
Gerald Kadish & Marlene
Kadish 375 375 0
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Raymond James & Associates
Cust Alfred H. Kennemer IRA 1,502 1,502 0
Alfred H. Kennemer 1,972 1,972 0
Julia S. Kennemer 187 187 0
A G Becker Paribas Cust
FBO Pamela Lacaria IRA 46 46 0
Perry A. Lacaria 6,576 6,576 0
Perry A Lacaria TR Peyton A
Lacaria Trust 3,175 3,175 0
LaSalle Cleaners, Inc. 9,842 9,842 0
A K Lasalle Cust
Christina K. Lasalle 450 450 0
Clark LaSalle & Mirella
LaSalle 3,579 3,579 0
A K LaSalle Cust
Victoria H LaSalle 450 450 0
Thomas E. Lee & Ruth P
Lee Ten Com 7,985 7,985 0
Thomas Lee & Ruth Lee 2,506 2,506 0
Dianne G. Light 31,317 31,317 0
Deborah Lodge 46 46 0
Paula A. Lojko 4,697 4,697 0
Amy S. Louis 4,071 4,071 0
Lynch Kennemer Earnhart &
Colvard PA
Profit Sharing Plan for
Dr. A. H. Kennemer 14,468 14,468 0
Lynch Kennemer Earnhart &
Colvard PA
Profit Sharing Plan for
Dr. W.R. Earnhart 5,073 5,073 0
Lynch Kennemer Earnhart &
Colvard PA
Profit Sharing Plan for
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Dr. M.C. Colvard, Jr 2,790 2,790 0
Lynch Kennemer Earnhart &
Colvard PA
Profit Sharing Plan for
Dr. H.J. Lynch 5,073 5,073 0
Virginia Williams
Manthey Trustee
Decl of Tr Dtd
11/20/89 as amended 1,879 1,879 0
Donald R. McGarahan Trustee
Revocable Tr dtd 2/17/84 9,395 9,395 0
Lillian B. McGarahan Trustee
Revocable Tr Dtd 2/17/84 9,395 9,395 0
Patricia M. Merrill & William
P. Merrill 65 65 0
Nathan Miller & Carol Miller 43 43 0
Barbara S. Morrow 1,879 1,879 0
C. Spencer Pompey &
Ruth Pompey 375 375 0
Burton Reynolds 1,879 1,879 0
Roschman Partners 23,799 23,799 0
Jeffrey S. Roschman Cust
Taylor Alden Roschman 5,824 5,824 0
Jeffrey S. Roschman 84,399 84,399 0
John A. Roschman Trustee
Declarative Trust 10,898 10,898 0
John A. Roschman Trustee
Revocable Trust Dtd 12/22/83 356,429 356,429 0
Robert J. Roschman 59,729 59,729 0
Robert J. Roschman Cust
Logan P. Roschman 1,127 1,127 0
Alison G. Shackelford 4,071 4,071 0
Ann C. Simon 187 187 0
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Roy M. Simon 939 939 0
John Spinner & Phyllis Spinner 1,520 1,520 0
Dorothy Stapelton Cust
Wendy W. Stapelton 15,659 15,659 0
Dorothy Stapelton Cust
Walker R. Stapelton 15,657 15,657 0
Sun Title & Abstract Co.
F. R. McAlonan Jr., Trustee 187 187 0
Lee S. Szykowny 3,130 3,130 0
Lucius H. Weeks, Jr. Trustee
Lucius H. Weeks Revocable
Trust 3,758 3,758 0
Wesley P. Weeks 563 563 0
Robert E. Wildman 1,879 1,879 0
</TABLE>
All of the shares being offered by the Selling Stockholders were
acquired by them from SouthTrust as of March 28, 1997, 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.
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LEGAL OPINION
The legality of the securities offered hereby has been passed upon by
Bradley Arant Rose & White LLP, Birmingham, Alabama, counsel for SouthTrust. As
of December 31, 1996, partners and associates of the firm of Bradley Arant Rose
& White LLP 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 firm
as experts in giving said reports.
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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 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 HAS BEEN NO CHANGE IN THE
AFFAIRS OF SOUTHTRUST CORPORATION SINCE THE DATE HEREOF.
SOUTHTRUST CORPORATION
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802,992 SHARES
COMMON STOCK
$2.50 PAR VALUE
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PROSPECTUS
DATED JUNE 11, 1997
