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Filed Pursuant to Rule: 424(b)(3)
Registration No.: 333-67635
PROSPECTUS
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SOUTHTRUST CORPORATION
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800,000 SHARES OF COMMON STOCK
PAR VALUE $2.50 PER SHARE
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The shares of common stock of SouthTrust Corporation offered
for sale under this prospectus are being sold by several of its stockholders,
the selling stockholders. SouthTrust Corporation will not receive any part of
the proceeds of the sale.
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Shares of common stock of SouthTrust Corporation are quoted on
and traded through the facilities of the Nasdaq National Market System under the
symbol "SOTR".
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these shares or determined
if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
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The date of this Prospectus is November 27, 1998.
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Principal Executive Offices Located at:
420 North 20th Street
Birmingham, Alabama 35203
(Telephone: (205) 254-5000)
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PURPOSE OF THIS PROSPECTUS
The purpose of this prospectus is to register shares of common
stock of SouthTrust Corporation beneficially owned by the selling stockholders
to enable the selling stockholders to resell their shares.
Pursuant to an Agreement and Plan of Merger, dated July 14,
1998, as amended, among, SecurityBank Texas, and SouthTrust Corporation and
certain of its affiliates, SecurityBank Texas was merged with and into
SouthTrust Bank, N.A., an affiliate and subsidiary of SouthTrust Corporation.
The shareholders of SecurityBank Texas received, in exchange for their shares of
common stock of SecurityBank Texas, the shares of common stock of SouthTrust
Corporation being offered by this prospectus.
Under the Agreement and Plan of Merger, we agreed to register
the shares of common stock of SouthTrust Corporation issued to the shareholders
of SecurityBank Texas in connection with the merger and to use our best efforts
to keep the registration statement effective for a period of two years
thereafter to permit any potential resale of the shares of common stock of
SouthTrust Corporation by the shareholders of SecurityBank Texas to occur.
THE SELLING STOCKHOLDERS
The following list of selling stockholders includes the
stockholders of SecurityBank who received shares of common stock of SouthTrust
Corporation as a result of the merger of SecurityBank Texas with and into
SouthTrust Bank, N.A. and other stockholders who are expected to receive such
shares from the shareholders of SecurityBank directly pursuant to agreements
between the shareholders of SecurityBank and such selling stockholder and
indirectly pursuant to the assignment to such selling stockholder of the right
to receive such shares.
The shares of common stock of SouthTrust Corporation listed
below represent all of the shares that each selling stockholder currently owns,
or which each selling stockholder may own upon the transfer of shares of common
stock of SouthTrust Corporation to such selling stockholder from the
shareholders of SecurityBank.
<TABLE>
<CAPTION>
Number of Shares Number of Number of Shares
Beneficially Owned Shares Beneficially Owned
Selling Stockholder Prior to the Offering Being Offered After the Offering
<S> <C> <C> <C>
E. L. Atkins 74,564 74,564 -0-(1)
Gayle Gourley Trust 272,000 272,000 -0-(1)
W.J. Gourley, III Trust 208,000 208,000 -0-(1)
Frances Gourley Lott Trust 56,000 56,000 -0-(1)
Gary G. Johnson 9,000 9,000 -0-(1)
Mary Theresa Lott Trust 264,000 264,000 -0-(1)
</TABLE>
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(1) Assumes that each selling stockholder will sell or transfer all of the
shares of common stock of SouthTrust Corporation beneficially owned by such
selling stockholder.
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None of the selling stockholders have acquired one percent or
more of the total number of shares of common stock of SouthTrust Corporation
which are outstanding. 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 Corporation, its affiliated banks and other
subsidiaries of SouthTrust Corporation in the ordinary course of business.
USE OF PROCEEDS
All net proceeds from the sale of these shares will go to the
selling stockholders who are offering and selling their shares of common stock
of SouthTrust Corporation. Accordingly, SouthTrust Corporation will not receive
any proceeds from the sale of these shares.
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 Corporation is paying all of the expenses of
registering the shares offered hereby under the Securities Act of 1933 (other
than selling discounts, commissions, 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 LLP, Birmingham, Alabama, counsel for
SouthTrust Corporation. As of June 30, 1998, partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially owned approximately 3,053,000
shares of common stock of SouthTrust Corporation.
EXPERTS
The consolidated financial statements of SouthTrust
Corporation 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, as indicated in their reports with respect
thereto, and have been incorporated herein by reference in reliance upon the
authority of said firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION ABOUT SOUTHTRUST
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the Securities and Exchange
Commission's public reference room in Washington, D.C. located at Room 1024,
Judiciary Plaza, 450 Fifth Street
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N.W., Washington, D.C. 20549 and at the public reference rooms located at the
regional offices of the Commission located at the Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2515 and 7 World
Trade Center, Suite 1300, New York, New York 10048. You may call the Securities
and Exchange Commission at 1-800-SEC-0330 for more information about the public
reference rooms. Our filings made with the Securities and Exchange Commission
are also available to the public at our website at http://www.southtrust.com or
at the Securities and Exchange Commission's website at http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, until the selling
stockholders sell all of the shares of SouthTrust Corporation to which this
prospectus relates. This prospectus is part of a registration statement on Form
S-3 we filed with the Securities and Exchange Commission on
November 20, 1998. (Registration No. 333-67635).
- - Annual Report of SouthTrust Corporation on Form 10-K for the year ended
December 31, 1997
- - Quarterly Reports of SouthTrust Corporation on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998
- - The description of the common stock of SouthTrust Corporation set forth
in the registration statement of SouthTrust Corporation on Form S-4
(Registration No. 333-63405) under the caption, "Description of
SouthTrust Capital Stock-- Description of SouthTrust Common Stock",
filed on September 15, 1998
We will provide a copy of each of the filings listed above, at
no cost, to each person, including beneficial owners, who receive a copy of this
prospectus. Please write or telephone us at the following address to obtain your
copies:
Alton E. Yother
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
(Telephone Number: (205) 254-5000)
You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement to this prospectus.
We have not authorized anyone else to provide you with different information.
The selling stockholders will not make an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement to this prospectus is accurate as of any date
other than the date on the front of those documents.
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SOUTHTRUST CORPORATION
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800,000 SHARES OF COMMON STOCK
PAR VALUE $2.50 PER SHARE
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PROSPECTUS
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DATED November 27, 1998
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