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As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-32922
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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MR. ALTON E. YOTHER
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)
----------------------------
The Commission is requested to send copies of all communications to:
PAUL S. WARE, ESQ. JAMES R. TANENBAUM, ESQ.
BRADLEY ARANT ROSE & WHITE LLP STROOCK & STROOCK & LAVAN LLP
2001 PARK PLACE, SUITE 1400 180 MAIDEN LANE
BIRMINGHAM, ALABAMA 35203-2736 NEW YORK, NEW YORK 10038-4928
(205) 521-8000 (212) 806-5400
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as the
Registrant may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
---------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS (SUBJECT TO COMPLETION)
PRELIMINARY PROSPECTUS DATED AUGUST 1, 2000
SOUTHTRUST CORPORATION
[LOGO]
We may offer and sell from time to time up to $1,000,000,000 (or the
U.S. dollar equivalent) of:
- debt securities
- preferred stock
- common stock.
We may also issue common stock upon conversion, exchange or exercise of the
preferred stock.
When we sell a particular series of securities, we will prepare a
prospectus supplement describing the offering and terms of that series of
securities. You should read this prospectus and that prospectus supplement
carefully. The securities described in this prospectus may be denominated in
U.S. dollars or a foreign currency as described in the prospectus supplement.
Our debt securities may be issued in registered or bearer form. In
addition, all or a portion of the debt securities of a series may be issuable in
temporary or permanent global form. We will only offer and sell debt securities
in bearer form outside the United States to non-U.S. persons and to foreign
branches of certain United States banks.
----------------------------
Our debt securities are unsecured and are not savings accounts,
deposits or other obligations of a bank. The securities are not guaranteed by
any bank and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under this
prospectus or determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
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The date of this prospectus is August 1, 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
TABLE OF CONTENTS ................................................................... 2
ABOUT THIS PROSPECTUS ............................................................... 3
WHERE YOU CAN FIND MORE INFORMATION ................................................. 3
SOUTHTRUST CORPORATION .............................................................. 4
Consolidated Ratios of Earnings to Fixed Charges .............................. 5
Earnings to Fixed Charges ..................................................... 5
USE OF PROCEEDS ..................................................................... 5
REGULATORY MATTERS ................................................................. 6
Capital Adequacy ............................................................... 6
Source of Strength ............................................................. 7
Interstate Banking ............................................................. 7
Recent Legislation ............................................................. 8
Changes in Regulations ......................................................... 8
DESCRIPTION OF DEBT SECURITIES ...................................................... 9
General ........................................................................ 9
Denominations, Registration and Transfer ....................................... 10
Currency Risks ................................................................. 11
Payment and Paying Agents ...................................................... 11
Global Notes ................................................................... 12
Senior Securities .............................................................. 14
Events of Default .............................................................. 14
Subordinated Securities ........................................................ 15
Miscellaneous Rights and Obligations of Trustees ............................... 16
Modification and Waiver ........................................................ 17
Consolidation, Merger and Sale of Assets ....................................... 18
Defeasance ..................................................................... 18
Notices ........................................................................ 19
Governing Law .................................................................. 19
Regarding the Trustees ......................................................... 19
U.S. Federal Taxation .......................................................... 19
DESCRIPTION OF CAPITAL STOCK ........................................................ 19
Description of Preferred Stock ................................................. 20
Description of Common Stock .................................................... 21
REGISTRATION AND SETTLEMENT ......................................................... 23
The Depository Trust Company ................................................... 23
Cedelbank and Euroclear ........................................................ 25
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES ........................................ 26
PLAN OF DISTRIBUTION ................................................................ 27
LEGAL OPINIONS ...................................................................... 28
EXPERTS ............................................................................. 28
</TABLE>
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration or continuous offering process. We may from
time to time sell any combination of the securities described in this prospectus
in one or more offerings up to a total dollar amount of $1,000,000,000 or the
equivalent of this amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities we will provide you with a
prospectus supplement containing specific information about the terms of the
securities being offered. The prospectus supplement will also include a
discussion of certain U.S. federal income tax consequences and any risk factors
or other special considerations applicable to those securities. The prospectus
supplement may also add, update or change information in this prospectus. If
there is any inconsistency between the information in the prospectus and the
prospectus supplement, you should rely on the information in the prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information" below.
You should rely only on the information provided in this prospectus and
in any prospectus supplement including the information incorporated by
reference. Neither we, nor any underwriters or agents, have authorized anyone to
provide you with different information. We are not offering the 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 at any date other than the date indicated on the cover page of these
documents.
Unless otherwise indicated or unless the context requires otherwise,
all references in this prospectus to "we," "us," "our," or similar references
mean SouthTrust Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents
at prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. You can also inspect records and other reports we file at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20096.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus. Some information contained in this
prospectus updates the information incorporated by reference, and information
that we file subsequently with the SEC will automatically update this
prospectus. In other words, in the case of a conflict or inconsistency between
information set forth in this prospectus and information incorporated by
reference into this prospectus, you should rely on the information contained in
the document that was filed later. We incorporate by reference the documents
listed below and any filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 after the initial filing of
the registration statement that contains this prospectus and prior to the time
that we sell all the securities offered by this prospectus:
- Annual Report on Form 10-K for the year ended
December 31, 1999; and
- Quarterly Report on Form 10-Q for the period ended
March 31, 2000.
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You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:
Alton E. Yother
SouthTrust Corporation
SouthTrust Tower
420 North 20th Street
Birmingham, Alabama 35203
Phone: (205) 254-5000
You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we, nor any underwriters or agents, have authorized anyone else to provide you
with different information. We may only use this prospectus to sell securities
if it is accompanied by a prospectus supplement. We are only offering these
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
SOUTHTRUST CORPORATION
We are a bank holding company headquartered in Birmingham, Alabama. We
were incorporated under the laws of Delaware in 1968 in order to acquire all of
the outstanding capital stock of the predecessor of SouthTrust Bank. We engage,
through our subsidiary bank or bank-related subsidiaries, in a full range of
banking services from more than 600 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee and Texas. We
also offer a range of other services, including mortgage banking services,
fiduciary and trust services and securities brokerage services. As of March 31,
2000, we had consolidated total assets of approximately $43.9 billion, which
ranked us as the twenty-second largest bank holding company in the United
States.
As a bank holding company, we are regulated and supervised by the Board
of Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended. As of March 31, 2000, our capital ratios and those of
SouthTrust Bank were in excess of the guidelines imposed by the Federal Reserve
Board and the Federal Deposit Insurance Corporation. SouthTrust Bank, organized
under the laws of the State of Alabama, and our bank-related subsidiaries are
subject to regulation and supervision by the Alabama State Banking Department,
the Federal Reserve Board and the FDIC, as applicable. The amount of dividends
that SouthTrust Bank may pay is limited by regulation. We have pursued a
strategy of acquiring banks and financial institutions throughout the growth
areas of the Southeast and Texas. The purpose of this expansion is to give us
access to metropolitan markets with favorable prospects for growth of
population, per capita income, and business development opportunities. Since
January 1, 1999, we completed five acquisitions, adding approximately $1,060.3
million in total assets, $619.6 million in loans, and $982.5 million in
deposits.
As part of our operations, we regularly evaluate the potential
acquisition of, and hold discussions with, various financial institutions and
other businesses that are eligible for bank holding company ownership and
control. In addition, we regularly analyze the values of, and submit bids for,
the acquisition of deposits and other liabilities and assets of such financial
institutions and other businesses. We also regularly consider the potential
disposition of certain of our assets, branches, subsidiaries or lines of
business.
Our headquarters are located at 420 North 20th Street, Birmingham,
Alabama 35203 and our telephone number is (205) 254-5000.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of the
years in the five year period ended December 31, 1999 and the three months ended
March 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31, 2000
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1999 1998 1997 1996 1995 2000 1999
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<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS TO FIXED CHARGES
Including Interest on Deposits 1.42x 1.39x 1.40x 1.41x 1.38x 1.38x 1.43x
Excluding Interest on Deposits 2.11 2.09 2.05 2.27 2.27 2.05 2.13
</TABLE>
- The consolidated ratio of earnings to fixed charges
is calculated as follows:
net income before taxes + fixed charges - equity in
undistributed earnings or losses of unconsolidated
subsidiaries
----------------------------
fixed charges
Fixed charges consist of:
- interest expense,
- capitalized interest,
- amortization of debt expense, and
- interest portion of rent expense.
The consolidated ratios of earnings to fixed charges and preferred
stock dividends are identical to the ratios of earnings to fixed charges listed
above because we had no shares of preferred stock outstanding during the periods
indicated above.
USE OF PROCEEDS
Unless we describe a different use in a prospectus supplement, we will
use net proceeds from the sale of the securities for general corporate purposes.
General corporate purposes include:
- our working capital needs;
- investments in, or extensions of credit to,
SouthTrust Bank and our bank-related subsidiaries;
- possible acquisitions of or investments in businesses
of a type eligible for bank holding companies or
banks;
- possible acquisitions of other financial institutions
or their assets or liabilities; and
- possible reduction of outstanding indebtedness.
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We may temporarily invest the net proceeds in investment grade
securities pending their use. We may also, from time to time, engage in
additional capital financings as we determine appropriate based on our needs and
prevailing market conditions.
REGULATORY MATTERS
We are a bank holding company within the meaning of the Bank Holding
Company Act, and we are registered with the Federal Reserve Board. SouthTrust
Bank, our banking subsidiary, is subject to restrictions under state law which
limit the transfer of funds by SouthTrust Bank to us and our nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. SouthTrust Bank's transfers to us or any of our nonbanking
subsidiaries are limited in amount to 10% of SouthTrust Bank's net earnings
until the surplus of SouthTrust Bank equals or exceeds 20% of its capital. Once
SouthTrust Bank's surplus exceeds 20% of its capital, SouthTrust Bank is
required by Alabama law to seek the prior written approval of the Alabama
Superintendent of Banks before making transfers to us or any of our subsidiaries
during a calendar year which exceed its net earnings for that year combined with
its retained earnings for the preceding two years, less any required transfers
to surplus. Federal law requires that any loans or extensions of credit be
secured in specified amounts. The Bank Holding Company Act also prohibits,
subject to certain exceptions, a bank holding company from engaging in or
acquiring direct or indirect control of more than 5% of the voting stock of any
company engaged in nonbanking activities. The Federal Reserve Board only allows
exceptions to the rule when it has determined that the activities involved are
closely related to banking or controlling banks.
As a bank holding company, we are required to file with the Federal
Reserve Board semi-annual reports and such additional information as the Federal
Reserve Board may require. The Federal Reserve Board may also examine us and
each of our subsidiaries.
SouthTrust Bank is governed by Alabama laws restricting the declaration
and payment of dividends to 90% of annual net income until its surplus funds
equal at least 20% of capital stock. SouthTrust Bank has surplus funds in excess
of this amount. As a member of the Federal Reserve, SouthTrust Bank is subject
to dividend limitations imposed by the Federal Reserve Board that are similar to
those applicable to national banks. Under these laws and regulations, at March
31, 2000, SouthTrust Bank could have paid us a total of $458.8 million in
dividends during the second quarter of 2000. The payment of dividends by
SouthTrust Bank may also be affected by other factors, such as the maintenance
of adequate capital for SouthTrust Bank. The Federal Reserve Board also has the
power to prohibit the payment of dividends by bank holding companies if their
actions constitute unsafe or unsound practices. The Federal Reserve Board has
issued a policy statement on the payment of cash dividends by bank holding
companies, which expresses the Federal Reserve Board's view that a bank holding
company experiencing earnings weaknesses should not pay cash dividends that
exceed its net income or that could only be funded in ways that weaken the bank
holding company's financial health, such as by borrowing. Furthermore, the
federal bank regulatory agencies have the authority to prohibit the payment of
dividends by an insured bank when it determines such payment to be an unsafe and
unsound banking practice.
CAPITAL ADEQUACY
The Federal Reserve Board, the FDIC and the other federal depository
institution regulatory agencies have issued substantially similar risk-based and
leverage capital guidelines applicable to United States banking organizations.
In addition, these regulatory agencies may from time to time require that a
banking organization maintain capital above the minimum levels, based on its
financial condition or actual or anticipated growth. The Federal Reserve Board
risk-based guidelines define a three-tier capital framework. Tier 1 capital
consists of common and qualifying preferred stockholders' equity, less certain
intangibles and other adjustments. Tier 2 capital consists of preferred stock
not qualifying as Tier 1 capital, subordinated and other qualifying debt and the
allowance for credit losses up to 1.25 percent of risk weighted assets. Tier 3
capital includes subordinated debt that is unsecured, fully paid, has an
original maturity of at least two years, is not redeemable before maturity
without the prior approval of the Federal Reserve and includes a lock-in clause
precluding payment of either interest or principal if the payment would cause
the issuing bank's risk-based capital ratio to fall or remain below the required
minimum. The sum of Tier 1 and Tier 2 capital less investments in unconsolidated
subsidiaries represents qualifying total capital, at least 50 percent of which
must consist of Tier 1 capital. Risk-based capital ratios are
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calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets
and off-balance sheet exposures are assigned to one of four categories of
risk-weights, based primarily on relative credit risk. The minimum Tier 1
capital ratio is 4 percent and the minimum total capital ratio is 8 percent. Our
Tier 1 and total risk-based capital ratios under the guidelines at March 31,
2000 were 6.82 percent and 10.60 percent, respectively. At March 31, 2000, we
did not have any subordinated debt that qualified as Tier 3 capital.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
quarterly average assets. Although the stated minimum ratio is 3 percent, most
banking organizations are required to maintain ratios of at least 1 or 2 percent
above the minimum 3 percent. Our leverage ratio at March 31, 2000 was 5.88
percent.
The Federal Deposit Insurance Corporation Improvement Act of 1991,
among other things, identifies five capital categories for insured depository
institutions (well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized) and requires the
respective federal bank regulatory agencies to implement systems for "prompt
corrective action" for insured depository institutions that do not meet minimum
capital requirements within such categories. This Act imposes progressively
higher constraints on operations, management and capital distributions,
depending on the category in which an institution is classified. Failure to meet
the capital guidelines could also subject a banking institution to capital
raising requirements. In addition, this act requires the various regulatory
agencies to prescribe certain non-capital standards for safety and soundness
relating generally to operations and management, asset quality and executive
compensation and permits regulatory action against a financial institution that
does not meet such standards.
Banking regulatory agencies have adopted regulations that define the
five capital categories identified by this act, using the Tier 1 risk-based
capital, total risk-based capital and leverage capital ratios as the relevant
capital measures. Under those regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. Under these guidelines, our bank is considered
"well capitalized."
The Federal Deposit Insurance Act generally prohibits a depository
institution from making any capital distribution (including payment of a
dividend) or paying any management fee to its holding company if the depository
institution would thereafter be undercapitalized. Undercapitalized depository
institutions became subject to restrictions on borrowing from the Federal
Reserve System, effective as of December 19, 1993. In addition, undercapitalized
depository institutions are subject to growth limitations and are required to
submit capital restoration plans. A depository institution's holding company
must guarantee the capital plan, up to an amount equal to the lesser of 5% of
the depository institution's assets at the time it becomes undercapitalized or
the amount of the capital deficiency when the institution fails to comply with
the plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. If a
depository institution fails to submit an acceptable plan, it is treated as if
it is significantly undercapitalized.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when we are not able to provide such support.
INTERSTATE BANKING
Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994, a bank holding company may acquire banks in states other than its
home state without regard to the permissibility of such acquisitions under state
law, but is subject to any state requirement that the banks have been organized
and operating for a minimum period of time, not to exceed five years, and the
requirement that the bank holding company, before or after the proposed
acquisition, controls no more than 10 percent of the total amount of deposits of
insured depository institutions in the United States and no more than 30
percent, or such lesser or greater amount set by state law, of such deposits in
that state.
The Interstate Banking and Branching Act also authorizes, subject to
certain restrictions, banks to merge across state lines and to create interstate
branches. The Interstate Banking and Branching Act also permits a bank to open
new branches in a state in which it does not already have banking operations if
the state enacts a law permitting such branching. We consolidated our banking
subsidiaries located in the states of Alabama, Florida,
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Georgia, Mississippi, North Carolina, South Carolina and Tennessee into our
largest banking subsidiary, SouthTrust Bank of Alabama, National Association and
changed its name to SouthTrust Bank, National Association effective June 2,
1997. Since that time, we have acquired additional banks located in the state of
Texas. On June 6, 2000, we converted SouthTrust Bank into a state-chartered bank
under the laws of the State of Alabama. As previously described, we regularly
evaluate merger and acquisition opportunities and anticipate that we will
continue that practice.
RECENT LEGISLATION
On November 12, 1999, President Clinton signed into law legislation
that allows bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. Under the Gramm-Leach-Bliley Act, a bank holding company that elects
to become a financial holding company may engage in any activity that the
Federal Reserve Board, in consultation with the Secretary of the Treasury,
determines by regulation or order is (1) financial in nature, (2) incidental to
any such financial activity, or (3) complementary to any such financial activity
and does not pose a substantial risk to the safety or soundness of depository
institutions or the financial system generally. This legislation makes
significant changes in U.S. banking law, principally by repealing certain
restrictive provisions of the 1993 Glass-Steagall Act. The new law specifies
activities that are deemed to be financial in nature, including lending,
exchanging, transferring, investing for others, or safeguarding money or
securities; underwriting and selling insurance; providing financial, investment,
or economic advisory services; underwriting, dealing in or making a market in,
securities; and any activity currently permitted for bank holding companies by
the Federal Reserve Board under Section 4(c)(8) of the Bank Holding Company Act.
The legislation does not authorize banks or their affiliates to engage in
commercial activities that are not financial in nature. A bank holding company
may elect to be treated as a financial holding company only if all depository
institution subsidiaries of the holding company are well-capitalized,
well-managed and have at least a satisfactory rating under the Community
Reinvestment Act.
The legislation also authorizes financial holding companies and, to a
lesser extent, their banking subsidiaries to engage in a substantially broader
range of non-banking activities than were permitted previously. The Federal
Reserve Board has broad authority to regulate financial holding companies, but
the legislation delegates functional regulation of subsidiary activities to the
SEC, the Federal Trade Commission, state insurance and securities authorities
and similar regulatory agencies. The authority of a bank to invest in a
financial subsidiary is subject to a number of conditions, including, among
other things, requirements that the bank must be well-managed and
well-capitalized after deducting investments in financial subsidiaries from the
bank's capital outstanding.
The legislation also contains a number of other provisions which will
affect our operations and the operations of all financial institutions. One of
the new provisions relates to the financial privacy of consumers, authorizing
federal banking regulators to adopt rules that will limit the ability of banks
and other financial entities to disclose non-public information about consumers
to non-affiliated entities. These limitations likely will require more
disclosure to our customers, and in some circumstances, will require consent by
the customer before information is allowed to be provided to a third party.
On February 15, 2000, we filed a written declaration with the Board of
Governors of the Federal Reserve System to become a financial holding company.
On March 13, 2000, the Federal Reserve approved our application to become a
financial holding company.
At this time, we are unable to predict the impact this legislation may
have upon us or SouthTrust Bank, including its impact on our financial condition
and results of operations.
CHANGES IN REGULATIONS
Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the state legislatures and
before the various bank regulatory agencies. We cannot determine the likelihood
and timing of any such proposals or legislation and the impact they might have
on us and our subsidiaries.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt securities sets
forth certain general terms and provisions of the debt securities to which any
applicable prospectus supplement may relate. A prospectus supplement will
describe the particular terms of any debt securities that we offer, including
the extent to which these general provisions will apply to any offered debt
securities.
We will issue any senior debt securities under an indenture between us
and a trustee to be named in any applicable prospectus supplement. We will issue
any subordinated debt securities under an indenture between us and a trustee to
be named in any applicable prospectus supplement. We will refer to the senior
indenture and the subordinated indenture collectively as the "indentures" and
the senior trustee and subordinated trustee collectively as the "trustees."
Copies of the forms of indentures are filed as exhibits to this registration
statement. An applicable prospectus supplement will detail any changes or
modifications to the forms of indentures discussed below.
The following summaries of the debt securities and the indentures are
not complete and are qualified in their entirety by reference to the terms of
the indentures. Whenever defined terms are used, but not defined in this
prospectus, the terms have the meanings given to them in the indentures.
GENERAL
The debt securities will be our direct, unsecured obligations. The
total amount of securities that may be offered and sold using this prospectus is
limited to the aggregate initial offering price of the securities registered
under the registration statement. Neither indenture limits the amount of debt
securities that may be issued.
A prospectus supplement will describe the following terms of any
offered debt securities:
- the title of the offered debt securities;
- any limit on the aggregate principal amount of the
offered debt securities;
- the date or dates on which the offered debt
securities may be issued and are or will be payable;
- the interest rate or rates, which may be fixed or
variable, and the method used to calculate that
interest, and the date interest will begin to accrue;
- the interest payment dates, the regular record dates
for the interest payment dates, and the extent to
which any interest payable on a temporary or
permanent global debt security on an interest payment
date will be paid if different from the manner
described under the heading "Global Notes" below;
- the place or places where payments may be made on
offered debt securities and the place or places where
the offered debt securities may be presented for
registration of transfer or exchange and, if
applicable, conversion;
- the date or dates after which, the price or prices at
which, and the terms and conditions upon which the
offered debt securities may be redeemed at our
option;
- our obligation or option, if any, to redeem, to repay
or purchase the offered debt securities pursuant to
any sinking fund or similar provisions or at the
option of a holder thereof and the period or periods
within which, the price or prices at which and the
terms and conditions upon which the offered debt
securities will be redeemed, repaid or purchased
pursuant to any such obligation;
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- whether the offered debt securities are to be issued
with original issue discount within the meaning of
section 1273(a) of the Internal Revenue Code of 1986,
as amended, and the amount of such discount;
- provisions, if any, for the defeasance of the offered
debt securities;
- whether the offered debt securities are to be issued
as registered securities or bearer securities, or
both, and if bearer securities are issued, whether
coupons will be attached, whether bearer securities
may be exchanged for registered securities and the
circumstances and places for such exchange, if
permitted, and any United States tax consequences to
foreign investors in offered debt securities;
- whether the offered debt securities are to be issued
in whole or in part in the form of one or more
temporary or permanent global notes in registered or
bearer form and, if so, the identity of the
depositary, if any, for such global note or notes;
- any provisions for payment of additional amounts for
taxes, and any provisions for redemption in the event
we must comply with reporting requirements in respect
of an offered debt security other than a floating
rate security or must pay such additional amounts in
respect of any offered debt security;
- if other than in U.S. dollars, the foreign currency
or currencies in which the debt securities may be
denominated and the principal of, and premium, if
any, and any interest on the offered debt securities
shall or may be paid and, if applicable, whether at
our election and/or the holder, and the conditions
and manner of determining the exchange rate or rates;
- any index used to determine the amount of principal,
premium and interest on the offered debt securities;
- the applicable overdue rate, if any;
- any addition to, or modification or deletion of, any
events of default or covenants provided for with
respect to the offered debt securities;
- the priority of payment of such offered debt
securities; and
- any other detailed terms and provisions of the
offered debt securities which are not inconsistent
with the relevant indenture.
If offered debt securities are denominated in a foreign currency, the prospectus
supplement will also describe any special provisions relevant to offered debt
securities denominated in a currency other than U.S. dollars.
We may issue debt securities in one or more series with the same or
different maturities. We may issue debt securities which provide for an amount
less than the stated principal amount to be paid upon an acceleration of its
maturity. These "discount securities" may bear no interest or may bear interest
at a rate which at the time of issuance is below market rates and will be sold
at a discount below their stated principal amount. Some debt securities may be
deemed to be issued with "original issue discount" within the meaning of the
Internal Revenue Code. If we issue debt securities with original issue discount,
we will discuss the United States tax implications in the prospectus supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
We may denominate the debt securities in U.S. dollars or in another
currency or currency unit. If any of the debt securities are denominated in a
foreign currency or currency unit, or if principal or any premium or interest on
any of the debt securities is payable in any foreign currency or currency unit,
we will disclose the authorized denominations, as well as any investment
considerations, restrictions, tax consequences, specific terms and other
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information relating to the issue of debt securities and the foreign currency or
currency unit in the prospectus supplement.
We may issue debt securities of a series as registered securities, as
bearer securities with or without coupons attached or as both registered
securities and bearer securities. Debt securities of a series may be issuable in
whole or in part in the form of one or more global notes, as described below
under "Global Notes." Unless we otherwise provide in a prospectus supplement
with respect to a series of debt securities, we will issue debt securities in
fully registered form without coupons in the following denominations: (a) $1,000
or multiples thereof if denominated in U.S. dollars, or (b) if denominated in a
currency other than U.S. dollars, as set forth in the applicable prospectus
supplement. We may also issue one or more global notes in a denomination or
aggregate denominations equal to the aggregate principal amount of the
outstanding debt securities of the series to be represented by such global note
or notes.
In connection with the sale during the restricted period referred to
under "Limitations on Issuance of Bearer Securities", we cannot mail or
otherwise deliver any bearer security to any location in the United States and
we may deliver a bearer security only if the person entitled to receive the
bearer security furnishes us with written certification, in the form required by
the applicable indenture, to the effect that the bearer security is not owned by
or on behalf of a U.S. person, or, if a beneficial interest in the bearer
security is owned by or on behalf of a U.S. person, that the U.S. person (1)
acquired and holds such bearer securities through a foreign branch of a
financial institution, (2) is a financial institution purchasing for its own
accounts and, in the case of either (1) or (2), such financial institution
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Code and the regulations thereunder, or (3) is a financial institution
purchasing for resale during the restricted period only to non-U.S. persons
outside the United States.
You may exchange registered securities of any series (other than a
global note) for other registered securities of the same series and a like
aggregate principal amount and tenor of different authorized denominations. In
addition, if we so provide in a prospectus supplement, bearer securities of any
series which are registrable as to principal and interest may, at the option of
the holder and subject to the terms of the applicable indenture, be exchangeable
into registered securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor. You must surrender any
bearer security for exchange with all unmatured coupons and all matured coupons
in default except that any bearer security you surrender in exchange for a
registered security between a regular record date or a special record date and
the relevant date for payment of interest must be surrendered without the coupon
relating to such date for payment of interest and interest will not be payable
on the registered security issued in exchange for the surrendered bearer
security, but will be payable only to the holder of the coupon when due in
accordance with the terms of the applicable indenture. Except as provided in a
prospectus supplement, we will not issue bearer securities in exchange for
registered securities.
You may present debt securities for exchange as provided above, and
registered securities, other than global notes, may be presented for
registration of transfer, at the office of the security registrar or co-security
registrar, without service charge and upon payment of any taxes and other
governmental charges as described in the applicable indenture. The security
registrar or co-security registrar will make the transfer or exchange only if it
is satisfied with the documents of title and identity of the person making the
request. We have appointed the trustees as security registrars in respect of
debt securities issued under the indentures.
CURRENCY RISKS
Debt securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency markets, the imposition or
modification of foreign exchange controls and potential illiquidity. These risks
will vary depending upon the currency or currencies involved and we will
describe them more thoroughly in the prospectus supplement.
PAYMENT AND PAYING AGENTS
The principal and any premium and interest on bearer securities will be
payable, subject to any applicable laws and regulations, at the offices of the
paying agents outside the United States as we may designate from time to time.
Unless we indicate otherwise in a prospectus supplement, payment of interest on
bearer securities on any interest payment date will be made only if the coupon
relating to such interest payment date is surrendered. We will not allow payment
with respect to any bearer security at any of our offices or agencies in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained in the United States. We
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will not allow payment on bearer securities or coupons upon presentation to us
or our designated paying agents within the United States or allow any other
demand for payment to us or our designated paying agents within the United
States. However, we will allow payment of principal and any interest on bearer
securities denominated and payable in U.S. dollars to be made at the office of
the paying agent in the city of New York if (but only if) payment of the full
amount thereof in U.S. dollars at all offices or agencies outside the United
States is illegal or effectively precluded by exchange controls or other similar
restrictions.
Unless we indicate otherwise in a prospectus supplement, payment of
principal of, and any premium and interest on, registered securities will be
made at the office of such paying agent or paying agents as we may designate
from time to time, except that at our option payment of any interest may be made
(1) by check mailed to the address of the person entitled to payment at the
address appearing in the security register or (2) by wire transfer to an account
maintained by the person entitled to payment. Unless we indicate otherwise in a
prospectus supplement, we will pay any installment of interest on registered
securities to the person in whose name such registered security is registered at
the close of business on the regular record date for the interest payment.
Unless we indicate otherwise in a prospectus supplement, the relevant
trustee will act as our sole paying agent through its principal office in the
city of New York, with respect to offered debt securities which are issuable
solely as registered securities. We will name any paying agents outside the
United States and other paying agents in the United States in a prospectus
supplement. We may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that, if debt securities of a series are issuable
only as registered securities, we will be required to maintain a paying agent in
each place of payment for such series and, if debt securities of a series may be
issuable as bearer securities, we will be required to maintain (1) a paying
agent in the city of New York for payments with respect to any registered
securities of the series, and for payments with respect to bearer securities of
the series in the circumstances described above, but not otherwise, and (2) a
paying agent in a place of payment located outside the United States where debt
securities of such series and any attached coupons may be presented and
surrendered for payment. However, if the debt securities of such series are
listed on the stock exchange of the United Kingdom and the Republic of Ireland
or the Luxembourg Stock Exchange or any other stock exchange located outside the
United States and the stock exchange shall so require, we will maintain a paying
agent in London or Luxembourg or any other required city located outside the
United States, as the case may be, for the debt securities of the series.
Any monies which we pay to the trustees or a paying agent for the
payment of principal of, and any premium and interest on, any debt securities
which remain unclaimed at the end of two years after such principal, premium or
interest became due and payable will be repaid to us and the holder of such debt
securities or any coupon will be required to look only to us for payment.
GLOBAL NOTES
We may issue debt securities in whole or in part in the form of one or
more global notes that we will deposit with or on behalf of a depositary located
in the United States or a common depositary located outside the United States
which we will identify in a prospectus supplement relating to the series. We may
issue global notes in either registered or bearer form and in either temporary
or permanent form.
We will describe the specific terms of the depositary arrangement with
respect to any offered debt securities of a series in a prospectus supplement
relating to the series. We anticipate that the following provisions will apply
to all depositary arrangements.
Book-Entry Debt Securities
Debt securities which are to be represented by a global note to be
deposited with or on behalf of a U.S. depositary will be represented by a global
note registered in the name of such depositary or its nominee unless we state
otherwise in a prospectus supplement. Upon the issuance of a global note in
registered form, the U.S. depositary for the global note will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the debt securities represented by the global note to the accounts of
institutions that have accounts with the depositary or its nominee. The
underwriters or agents of the debt securities will designate the accounts to be
credited, or we will designate the accounts if the debt securities are offered
and sold directly by us. We will limit ownership of beneficial interests in the
global notes to participants or persons that may hold interests through
participants. The U.S. depositary for a global note or its nominee will maintain
records of ownership of beneficial interests, and any transfer of ownership
interest must be reflected on those records. Each individual participant will
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be required to maintain its own set of records regarding ownership of beneficial
interests, and transfers of ownership interests held by a person through a
participant must be effected through the participant's records. The laws of some
jurisdictions require that certain purchasers of securities take possession of
those securities, and these laws may not allow the transfer of beneficial
interests in a global note.
So long as the U.S. depositary for a global note in registered form, or
its nominee, is the registered owner of the global note, the depositary or the
nominee, as the case may be, will be considered the sole owner or holder of the
debt securities represented by the global note for all purposes under the
indenture governing the debt securities. Except as set forth below, owners of
beneficial interests in the global notes will not be entitled to have debt
securities of the series represented by the global note registered in their
names, will not receive or be entitled to receive physical delivery of debt
securities of such series in definitive form and will not be considered the
owners or holders of the debt securities under the applicable indenture.
Payment of principal, interest and any premium on debt securities
registered in the name of or held by a U.S. depositary or its nominee will be
made to the U.S. depositary or its nominee, as the case may be, as the
registered owner or the holder of the global note representing the debt
securities. Neither we, the trustees, any paying agent nor the security
registrar for the debt securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a global note for the debt securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
We expect that the U. S. depositary for debt securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent global note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such global note as shown on the records of the
depositary. We also expect that payments by participants to owners of beneficial
interests in the global note held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the participants.
A global note may not be transferred except as a whole by the U.S.
depositary for the global note to or among a nominee or a successor. If a U.S.
depositary for debt securities of a series is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by us within
ninety days, we will issue debt securities in definitive registered form in
exchange for the global note or global notes representing the debt securities.
In addition, we may at any time and in our sole discretion determine not to have
any debt securities in registered form represented by one or more global notes
and, in such event, will issue debt securities in definitive form in exchange
for the global note or global notes representing the debt securities. Further,
we may specify that an owner of a beneficial interest in a global note
representing debt securities of the series may, on terms acceptable to us and
the U.S. depositary, receive individual debt securities of such series in
exchange for such beneficial interests, subject to any limitations we impose in
a prospectus supplement relating to the offered debt securities. In any such
instance, an owner of a beneficial interest in a global note will be entitled to
physical delivery in definitive form of debt securities of the series
represented by such global note equal in principal amount to such beneficial
interest and to have such debt securities registered in its name.
Bearer Debt Securities
Unless we specify otherwise in a prospectus supplement, we will
initially issue all bearer securities of a series in the form of a single
temporary global note, to be deposited with a common depositary in London for
the operator of the Euro-clear System or Cedel Bank, societe anonyme, for credit
to the designated accounts. Forty days after the issue date of a temporary
global note, the debt securities represented by the temporary global note will
be exchangeable for definitive debt securities or for interests in a permanent
global note, without interest coupons, representing debt securities having the
same interest rate and stated maturity but in each case only upon written proof
of title in the form and to the effect described above under "Denominations,
Registration and Transfer." The beneficial owner of a debt security represented
by a temporary global note or a permanent global note, on or after the
applicable exchange date and upon 30 days' notice to the relevant trustee given
through the Euro-clear Operator or Cedel may exchange its interest for
definitive bearer securities or definitive registered securities of any
authorized denomination. We will not deliver a bearer security, by mail or
otherwise, in exchange for a portion of a temporary global note or a permanent
global note to any location in the United States in connection with the
exchange.
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Unless we specify otherwise in a prospectus supplement, we will pay
interest on a temporary global note payable on an interest payment date
occurring prior to the date on which debt securities represented by the
temporary global note are exchangeable for definitive debt securities or for
interests in a permanent global note to the Euro-clear Operator or Cedel with
respect to the portion of the temporary global note held for its account. Both
the Euro-clear Operator and Cedel will undertake to credit the interest received
by it in respect of a temporary global note to the respective accounts for which
it holds the temporary global note only upon receipt in each case of written
proof of title in the form and to the effect described above under
"Denominations, Registration and Transfer."
LIMITATIONS ON US AND CERTAIN OF OUR SUBSIDIARIES
The indentures prohibit the sale, assignment, transfer or other
disposition of any shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, voting stock of our
banking subsidiary, SouthTrust Bank, and further prohibits SouthTrust Bank from
issuing any shares of, or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, such voting stock, if, after
giving effect to the transaction and to the issuance of the maximum number of
shares of voting stock issuable upon all such convertible securities, options,
warrants or rights, SouthTrust Bank would cease to be a subsidiary controlled by
us, as provided in the indentures. The indentures further prohibit the merger or
consolidation of SouthTrust Bank with or into any other corporation, or the
other disposition of all or substantially all of its properties and assets to
any person, if, after giving effect to the transaction, its successor in the
merger or consolidation, or the person that acquires all or substantially all of
its assets or properties will become a controlled subsidiary. However, we may
sell, assign, transfer or otherwise dispose of any shares of, or securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, voting stock of SouthTrust Bank, (1) in compliance with an order of a
court or regulatory authority of competent jurisdiction; or (2) where the
proceeds, if any, from such sale, assignment or disposition are, within a
reasonable period of time, invested in a subsidiary controlled by us engaged in
the banking business or any other business in which bank holding companies may
legally engage, pursuant to an understanding or agreement in principle reached
at the time of such sale, assignment or disposition.
SENIOR SECURITIES
The senior securities are our direct, unsecured obligations and are not
obligations of our subsidiaries. The senior securities of each series rank
equally with all of our other outstanding, unsecured, senior indebtedness.
EVENTS OF DEFAULT
The following are events of default under the senior indenture with
respect to senior securities of any series:
- our failure to pay interest on any securities of a
series within 30 days after the interest becomes due;
- our failure to pay the principal or any premium on
any senior security of the series at its maturity;
- our default in the deposit of any sinking fund
payment, when and as due by the terms of any senior
security of that series;
- our failure, subject to the terms of the indenture,
to perform any of our covenants under the senior
indenture unless the holders of a majority in
principal of the outstanding senior securities waive
compliance with the covenant;
- our default under or breach of any of our covenants
or warranties other than a covenant included in the
indenture solely for the benefit of a series of debt
securities other than that series for a period of 90
days after written notice is provided pursuant to the
indenture;
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- certain events involving the bankruptcy, insolvency
or reorganization of us or SouthTrust Bank, whether
voluntary or involuntary;
- our indebtedness for borrowed money or the
indebtedness of SouthTrust Bank in excess of
$5,000,000, whether the indebtedness now exists or is
created later, is not paid at final maturity or
becomes or is declared due and payable prior to the
date or dates on which such indebtedness would
otherwise have become due and payable as a result of
the occurrence of one or more events of default as
defined in any mortgages, indentures, or instruments
under which such indebtedness may have been issued or
by which the indebtedness may have been secured, and
the failure is not cured, rescinded or annulled
within 30 days; and
- any other event of default provided for with respect
to debt securities of that series.
If any event of default, other than bankruptcy, insolvency or
reorganization, occurs and is continuing with respect to senior securities of
any series at the time outstanding, either the senior debt trustee or the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series may declare the principal amount or, if the debt
securities of that series are discount securities, such portion of the principal
amount as may be specified in the terms of that series of all the debt
securities of that series, to be due and payable immediately in the currency in
which the senior securities are denominated. If bankruptcy, insolvency or
reorganization occurs, the principal amount of the senior securities shall
become immediately due and payable without any declaration or other act on the
part of the trustee or any holder. At any time after a declaration of
acceleration with respect to senior securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the holders
of a majority in aggregate principal amount of outstanding debt securities of
that series may, under certain circumstances, withdraw or stop the acceleration.
The senior indenture provides that upon our failure to pay interest or
principal or to make a deposit of a sinking fund payment, we will, upon demand
of the senior debt trustee, pay to the senior debt trustee, for the benefit of
the holder of any such senior security, the entire amount due on the senior
securities or matured coupons for principal, premium, if any, and interest. The
senior indenture further provides that if we fail to pay such amount immediately
upon demand, the senior debt trustee may, among other things, institute a
judicial proceeding for the collection of the payment.
SUBORDINATED SECURITIES
The subordinated securities are our direct, unsecured obligations and
will rank equally with all of our other outstanding, unsecured, subordinated
indebtedness.
Subordination
The subordinated securities will rank below and be junior in right of
payment, to the extent set forth in the subordinated indenture, to all of our
senior indebtedness. In the event that we default in the payment of any
principal of or interest on any senior indebtedness when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, then, unless and until such default shall have been
cured or waived or shall have ceased to exist, we will not make any direct or
indirect payment for principal of or interest on the subordinated securities, or
in respect of any redemption, retirement, purchase or other acquisition of any
of the subordinated securities. "Senior indebtedness" means (1) any of our
obligations to our creditors whether now outstanding or subsequently incurred,
as to which, in the creating instrument, it is provided that the obligation is
senior indebtedness, (2) our 8 5/8% Subordinated Notes due May 15, 2004, (3) our
7% Debentures due May 15, 2003, (4) our 7 5/8% Subordinated Notes due May 1,
2004, and (5) our 8% Subordinated Notes due September 15, 2014.
If any of the following events occur, all senior indebtedness,
including any interest which accrues after such an event, will be paid in full
before any payment or distribution is made for interest or principal on the
subordinated securities:
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- any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment,
composition or any similar proceeding relating to us,
our creditors, or our property;
- any proceeding involving our liquidation, dissolution
or other winding up of our business, whether
voluntary or involuntary and whether or not involving
insolvency or bankruptcy proceedings;
- any assignment by us for the benefit of our
creditors; or
- any other marshaling of our assets.
If we repay any debt security before the required date or in connection
with one of the above events, any principal, premium or interest will be paid to
holders of senior indebtedness before any holders of subordinated securities are
paid. In addition, if such amounts were previously paid to the holders of
subordinated securities or the subordinated trustee, the holders of senior
indebtedness shall have first rights to such amounts previously paid.
Until all senior indebtedness is paid in full, the holders of
subordinated indebtedness will be subrogated to the rights of the holders of
senior indebtedness to receive payments or distributions of our assets.
Events of Default and Limited Rights of Acceleration
The subordinated indenture defines an event of default as our
bankruptcy, insolvency or reorganization and, if specified in the resolution
adopted by our board of directors with respect to a series, certain other
events. If an event of default occurs and is continuing, either the subordinated
debt trustee or the holders of at least 25% in aggregate principal amount of the
outstanding subordinated securities of that series or, if the subordinated
securities are discount securities, such portion of the principal amount, may
declare the principal amount of all the subordinated securities of that series
to be due and payable immediately in the currency in which the subordinated
securities are denominated. This acceleration provision would be subject to the
broad equity powers of a federal bankruptcy court and to the determination by
that court of the nature of the rights of the holders of the subordinated
securities. The holders of a majority in principal amount of the subordinated
securities then outstanding or of the series affected may annul the declaration
of an event of default and waive past defaults.
A prospectus supplement relating to a series of subordinated securities
may provide for a right of acceleration of the payment of principal of the
subordinated securities, or certain series thereof, upon a default in the
payment of principal or interest or in the performance of any covenant or
agreement in the subordinated securities or subordinated indenture. If not so
provided, in the event of a default in the payment of principal or accrued
interest or the performance of any covenant or agreement in the subordinated
securities or subordinated indenture, the subordinated debt trustee may, subject
to certain limitations and conditions, seek to enforce payment of such principal
or accrued interest or the performance of the covenant or agreement.
MISCELLANEOUS RIGHTS AND OBLIGATIONS OF TRUSTEES
The indentures provide that, subject to the duty of the trustees during
default to act with the required standard of care, the respective trustee will
be under no obligation to exercise any of its rights or powers under the
relevant indenture at the request or direction of any of the holders, unless
such holders shall have offered to the trustee reasonable security or indemnity
against costs, expenses and liabilities which might be incurred by the trustee.
Subject to the provisions for the indemnification of the trustees, the holders
of a majority in aggregate principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the relevant trustee, or
exercising any trust or power conferred on the trustee, with respect to the debt
securities of that series.
We are required to furnish the trustees annually with a statement as to
our performance of certain obligations under the relevant indentures and as to
any default in performance and to file with the relevant trustee written notice
of the occurrence of any default or event of default within ten business days of
the date we first become aware of such default or event of default.
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MODIFICATION AND WAIVER
We and the relevant trustee may modify the indentures with the consent
of the holders of a majority in principal amount of the outstanding debt
securities of each series affected by such modification or amendment voting
separately. However, no modification or amendment may, without the consent of
the holder of each outstanding debt security affected thereby:
- change the stated maturity of the principal of, or
any installment of principal or interest on, any debt
security,
- reduce the principal amount of, or any premium or
interest on, any debt security,
- reduce the amount of principal of a discount security
payable upon acceleration of its maturity,
- change the currency in which principal of, or any
premium or interest on, any debt security is
denominated or payable,
- adversely affect the right of repayment or
repurchase, if any, at the option of the holder,
- reduce the amount of or postpone the date fixed for
any payment under any sinking fund or similar
provisions,
- impair the right to sue for the enforcement of any
payment on or with respect to any debt security,
- reduce the percentage in principal amount of
outstanding debt securities of any series, the
consent of whose holders is required for modification
or amendment of the relevant indenture or for waiver
of compliance with certain provisions of the
indenture or for waiver of certain defaults,
- limit our obligation to maintain a paying agency
outside the United States for bearer securities,
- limit our obligation to redeem an affected security,
or
- modify the provisions of an indenture relating to the
modification of the indenture, or the circumstances
under which the holders may waive our past defaults
and certain of our covenants.
The holders of a majority in principal amount of the outstanding debt
securities of each series may waive compliance with certain covenants of the
relevant indenture and any event of default resulting in acceleration of such
debt securities in specified circumstances. The holders of a majority in
aggregate principal amount of the outstanding debt securities of each series may
waive any past default under the relevant indenture with respect to debt
securities of that series, except a default, (1) in the payment of principal,
premium, if any, or interest or in the payment of any sinking fund installment
or similar obligation, or (2) under a covenant or provision that cannot be
modified or amended without the consent of the holders of each outstanding debt
security affected by the default.
In addition, we may, with the consent of our board of directors and the
trustee, change the terms of an indenture through an indenture supplement
without the consent of any holders only for the following purposes:
- to evidence our purchase by or merger with another
corporation and the assumption by any such successor
of our covenants under the relevant indenture;
- to add to our covenants for the benefit of the
holders or to surrender any right or power herein
conferred upon us;
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- to add any additional events of default;
- to add to or change any of the provisions of the
relevant indenture to facilitate the issuance of debt
securities in bearer form;
- to change or eliminate any of the relevant
indenture's provisions, provided that there are no
debt securities outstanding which are entitled to the
benefit of the provision;
- to secure the debt securities;
- to supplement any of the provisions of the relevant
indenture to the extent necessary to permit or
facilitate the defeasance and discharge of any series
of debt securities provided that any such action
shall not adversely affect the interests of the
holders of debt securities of the series or any other
series of debt securities;
- to establish the form or terms of the debt securities
and coupons, if any, as permitted by the relevant
indenture;
- to evidence and provide for the acceptance of
appointment by a successor trustee or facilitate the
administration of the trusts under the relevant
indenture by more than one trustee;
- to make any modifications, amendments or supplements
to any indenture provisions which are required by
amendment of the Trust Indenture Act of 1939 or any
changes to pertinent regulations after the date of
this prospectus; and
- to cure any ambiguity, any defect or any inconsistent
provision, provided such action shall not adversely
affect the holders' interests in any material
respect.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Both indentures provide that we shall not consolidate with or merge
into any other corporation or convey, transfer or lease our properties and
assets substantially to any person, and we shall not permit a consolidation or
merger with another person or allow another person to convey, transfer or lease
its properties and assets substantially to us, unless (1) the corporation into
which we are merged or consolidated or to which substantially all of our assets
or properties are conveyed, transferred or leased, or the corporation resulting
from such merger or consolidation, expressly assumes the payment of the
principal, interest and any premium on all the debt securities and the
performance of every covenant of the indentures; (2) no event of default, and no
event which after notice of lapse of time, or both, would become an event of
default, shall happen or be continuing upon the occurrence of such transaction;
(3) the corporation formed by the consolidation or into which we shall have been
merged or the person to which such sale, lease or other disposition shall have
been made is a banking institution or a bank holding company subject to Federal
or State authority; and (4) we deliver to the respective trustees an officers'
certificate and an opinion of counsel stating that the consolidation, merger,
conveyance, transfer or lease required in connection with the transaction, and
the supplemental indenture, if any, complies with the indentures and all
conditions precedent have been complied with.
DEFEASANCE
At the time that we establish a series of debt securities under the
applicable indenture, we can provide that, at our option, we:
- will be discharged from any and all obligations with
respect to the offered debt securities of the series,
except for obligations relating to transfer or
exchange of the debt securities, replacement of
stolen, lost or mutilated debt securities,
maintenance of paying agencies or to hold monies for
payment in trust; or
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- will not be subject to provisions of the relevant
indenture concerning merger, consolidation or sale,
or the sale of voting stock of SouthTrust Bank.
If we exercise either of the above options, we must deposit with the
relevant trustee an amount which would be sufficient to pay all the principal,
interest and any premium on the offered debt securities of the series on the
dates payments are due in accordance with the terms of the offered debt
securities. If we do exercise either of the options, we must also deliver an
opinion of counsel that states:
- that we have received from or there has been
published by the IRS a ruling to the effect that the
deposit and related defeasance would not cause the
holders of the offered debt securities of such series
to recognize income, gain or loss for United States
income tax purposes; and
- if the offered debt securities of the series are then
listed on any national securities exchange, the debt
securities would not be delisted from the exchange as
a result of our exercise of the option.
No discharge or defeasance described above shall affect any of our
obligations, if applicable, to convert debt securities of a given series into
common stock.
NOTICES
Unless the indentures provide otherwise, we will provide notice to
holders of bearer securities via publication at least twice in a daily newspaper
in the city of New York and, if debt securities of a series are then listed on
the stock exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, in a daily newspaper in London
or Luxembourg or any other required city located outside the United States, as
the case may be, or, if not practicable, elsewhere in Europe. We will provide
holders of registered securities any required notices by mail to the addresses
of the holders as they appear in the security register.
GOVERNING LAW
The indentures, the offered securities and the coupons, if any, will be
governed by, and construed in accordance with, the laws of the State of New
York. A judgment for money damages awarded by courts in the United States,
including a money judgment based on an obligation expressed in a foreign
currency, ordinarily will be rendered only in U.S. dollars.
REGARDING THE TRUSTEES
We and our subsidiaries from time to time may borrow from the trustees,
maintain deposit accounts and conduct other banking transactions with them in
the ordinary course of their business.
U.S. FEDERAL TAXATION
The prospectus supplement will contain a brief summary of the relevant
United States federal income taxation laws applicable to the offered debt
securities.
DESCRIPTION OF CAPITAL STOCK
The following summaries of the preferred stock and the common stock are
not complete and are qualified in their entirety by reference to the applicable
provisions of the General Corporation Law of the State of Delaware and our
restated certificate of incorporation, including the certificate of designation
which will describe our preferred stock and be filed with the SEC at or before
the time of sale of any preferred stock, and our restated bylaws.
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Our authorized capital stock consists of 500,000,000 shares of common
stock and 5,000,000 shares of preferred stock. As of March 31, 2000, 168,095,733
shares of common stock were issued and outstanding and no shares of preferred
stock were outstanding. In addition, 2,000,000 shares of preferred stock
designated as Series 1999 Junior Participating preferred stock were reserved for
issuance upon the exercise of certain rights described below under
"Stockholders' Rights Plan."
Since we are a holding company, our right, and hence the rights of
creditors and stockholders, to participate in any distribution of assets of any
subsidiary, including SouthTrust Bank, upon its liquidation or reorganization or
otherwise necessarily is subject to the prior claims of creditors of the
subsidiary, except to the extent that our claims as a creditor of the subsidiary
may be recognized.
DESCRIPTION OF PREFERRED STOCK
The following descriptions of the terms of the preferred stock are
general in nature, and will be applicable to any prospectus supplement. We will
describe the specific terms of any series of the preferred stock offered in a
prospectus supplement relating to the series of the preferred stock offered. If
indicated in the applicable prospectus supplement, we may vary the terms of the
series from the terms set forth below. Our description of certain provisions of
the preferred stock set forth below and in any applicable prospectus supplement
is not complete and is qualified in its entirety by reference to the certificate
of designations relating to each series of the preferred stock which will be
filed with the SEC.
General
We have 5,000,000 shares of preferred stock authorized and may issue
such preferred stock in one or more series, each with such preferences,
designations, limitations, conversion rights and other rights as we may
determine. The prospectus supplement for any offer of preferred stock will
contain specific terms, such as:
- the title and stated value of the preferred stock;
- the aggregate number of shares of preferred stock
offered;
- dividend rates;
- call provisions;
- liquidation payments;
- sinking fund provisions;
- conversion privileges;
- voting rights; and
- whether dividends will be cumulative, noncumulative
or partially cumulative.
Regardless of the series of preferred stock, holders of preferred stock
will not have any preemptive right to purchase more of our shares upon issuance.
Any issuance of preferred stock may affect the rights of our common
stockholders, and these effects might include:
- restrictions of our payment of dividends to holders
of common stock if we have not paid dividends on the
preferred stock;
- dilution of the equity interest in our common stock
unless we redeem the preferred stock; and
- inability to share in a distribution of our assets
upon liquidation until any liquidation preference of
our preferred stockholders has been satisfied.
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Series 1999 Junior Participating Preferred Stock
We currently have designated 2,000,000 shares of Series 1999 Junior
Participating preferred stock in connection with our Stockholder's Rights Plan,
no shares of which were issued and outstanding as of March 31, 2000. One share
of the Series 1999 Junior Participating preferred is equivalent to 100 shares of
our common stock in terms of dividend and voting rights.
DESCRIPTION OF COMMON STOCK
Dividend Rights
The holders of the common stock are entitled to receive dividends or
distributions as our board may declare out of funds legally available for such
payments. Our payment of dividends is subject to the restrictions of Delaware
law applicable to the declaration of dividends by a corporation. A corporation
generally may not authorize and pay dividends if, after giving effect thereto,
it would be unable to meet its debts as they become due in the usual course of
business or if the corporation's total assets would be less than the sum of its
total liabilities plus the amount that would be needed, if it were to be
dissolved at the time of distribution, to satisfy claims upon dissolution of its
stockholders who have preferential rights superior to the rights of the holders
of its common stock. In addition, the payment of dividends to holders of common
stock is subject to any prior rights of outstanding preferred stock. Because our
primary subsidiary is a bank, dividend payments made by such subsidiary to us
are limited by law and regulations of the bank regulatory authorities.
Voting Rights and Other Matters
The holders of common stock are entitled to one vote per share. The
holders of the common stock do not have the right to cumulate their shares of
common stock in the election of directors. In general, a majority of votes cast
on a matter is sufficient to take action upon routine matters. However, in the
event of a transaction or a series of transactions with a holder of more than
10% of our voting stock or an affiliate of such a holder pursuant to which we
would be merged into or with another corporation or securities would be issued
in a transaction which would transfer control to another entity, or similar
transactions having the same effect, the affirmative vote of the holders of 70%
of the voting power of our outstanding voting securities would be required
except in cases in which either certain price criteria and procedural
requirements are satisfied or the transaction is recommended to the stockholders
by a majority of the members of our board who are unaffiliated with the 10%
holder and who were directors prior to the transaction.
Our common stock does not have any conversion rights, preemptive
rights, redemption privileges or sinking fund provisions.
Liquidation Rights
In the event of our liquidation, holders of common stock will be
entitled to receive pro rata any assets legally available for distribution to
stockholders, subject to any prior rights of any preferred stock then
outstanding.
Provisions with Respect to Board of Directors
Our restated certificate of incorporation provides that the members of
our board are divided into three classes as nearly equal in number as possible.
Each class is elected for a three-year term. At each annual meeting of
stockholders, roughly one-third of the members of the board will be elected for
a three-year term. The other directors will remain in office until their three
year terms expire. Therefore, control of our board cannot be changed in one
year, and at least two annual meetings must be held before a majority of the
members of the board can be changed.
Special Vote Requirements for Amendments to Our Restated Certificate of
Incorporation
The General Corporation Law of the State of Delaware and our restated
certificate of incorporation and bylaws provide that a director, or the entire
board of directors, may be removed by the stockholders only for cause. Our
restated certificate of incorporation and bylaws also provide that a vote of at
least 70% of the outstanding capital stock entitled to vote for the election of
directors is required to remove a director or the entire board of directors from
office. Portions of our restated certificate of incorporation which we have
described in the preceding
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paragraphs, including those related to business combinations and the classified
board of directors, may be amended only by the affirmative vote of the holders
of 70% of our outstanding voting stock.
Possible Effect of Special Provisions
Certain provisions of our restated certificate of incorporation and
bylaws may make it less likely that our management would be changed or someone
would acquire voting control of our company without our board's consent. These
provisions also may delay, deter or prevent attempts by third parties to acquire
control of our company, and, as a result, may reduce the amount a stockholder
might realize in, for example, a tender offer for our capital stock.
Stockholders' Rights Plan
Each share of our common stock outstanding as of February 22, 1999,
including those that may be issued upon the conversion or exercise of other
securities offered under this prospectus, carries with it one preferred share
purchase right, referred to in this prospectus as a "Right." If the Rights
become exercisable, each Right entitles the registered holder of a Right to
purchase one one-hundredth of a share of the Series 1999 Junior Participating
preferred stock at a purchase price of $150.00. Until a Right is exercised, the
holder of the Right has no right to vote or receive dividends or any other
rights as a stockholder as a result of holding the Right.
The Rights trade automatically with shares of common stock. A holder of
common stock may exercise the Rights only under the circumstances described
below. The Rights will generally cause substantial dilution to a person or group
that attempts to acquire us on terms not approved by our board of directors. The
Rights should not interfere with any merger or other business combination that
our board of directors approves since we may redeem the Rights before a person
or group acquires 15% or more of the outstanding shares of our common stock. The
Rights may, but are not intended to, deter takeover proposals that may be in the
interests of our stockholders.
Holders may exercise their Rights only following a distribution date. A
distribution date will occur on the earlier of:
- 10 days after a public announcement that a person or
group has acquired or obtained the right to acquire
15% or more of the outstanding shares of common
stock; or
- 10 days after a person or group makes or announces an
offer to purchase common stock, which, if successful,
would result in the acquisition of 15% or more of the
outstanding shares of common stock; or
- 10 days after the board of directors declares that a
person or group has become the beneficial owner of at
least 10% of the outstanding shares of common stock,
and that this ownership might cause us to take action
which is not in our long-term interests or which will
impact us to the detriment of our stockholders.
The Rights have additional features that will be triggered upon the
occurrence of specified events, including:
- if a person or group acquires 15% or more of the
outstanding shares of common stock, holders of the
Rights, other than such person or group whose Rights
will have become void, may purchase common stock,
instead of our Series 1999 Junior Participating
preferred stock, having a value of twice the Right's
then current purchase price;
- if our company is involved in certain business
combinations or the sale of 50% or more of our assets
or earning power after a person or group acquires 15%
or more of our outstanding common stock, the holders
of the Rights, other than such person or group whose
Rights will have become void, may purchase common
stock of the acquirer or an affiliated company having
a value of twice the Right's then current purchase
price; or
- if a person or group acquires 15% or more of the
outstanding shares of common stock, our board of
directors may, at any time before the person or group
acquires 50% or more of the outstanding shares of
common stock, exchange all or part of the Rights,
other than
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Rights held or previously held by the 15% or greater
stockholder, for common stock at an exchange ratio of
one share of common stock per Right, subject to
adjustment for any stock split, stock dividend or
similar transaction.
At any time prior to the earlier of (1) 10 days after a person or group
acquires 15% or more of the outstanding shares of common stock, or (2) February
22, 2009, our board of directors may redeem all of the Rights at a price of $.01
per Right, subject to adjustment for stock dividends, stock splits and similar
transactions. Our board of directors in its sole discretion may establish the
effective time, basis and conditions of the redemption. However, the board may
not redeem any of the Rights after it determines that a person or group owning
at least 10% of our common stock poses a threat to our company. Immediately
after the redemption of the Rights, the holder can no longer exercise the Rights
and can only receive the redemption price described above.
The Rights will expire on February 22, 2009, unless we redeem or
exchange them before then or extend the expiration date. Our board of directors
may amend the terms of the Rights, other than the redemption price, without the
consent of the holders of the Rights at any time prior to a distribution date in
any manner our board deems desirable. Our board of directors may amend the terms
of the Rights without the consent of the holders of the Rights after the
distribution date only if the amendment does not adversely affect the interests
of the holders of the Rights.
Our description of the Rights and the Series 1999 Junior Participating
preferred stock is not complete and is qualified in its entirety by reference to
our Rights Agreement with American Stock Transfer & Trust Company dated as of
January 12, 1999 and effective as of February 22, 1999 and the certificate of
designation for the Series 1999 Junior Participating preferred stock.
Transfer Agent
The transfer agent for the common stock is American Stock Transfer &
Trust Company.
REGISTRATION AND SETTLEMENT
THE DEPOSITORY TRUST COMPANY
Unless otherwise specified in a prospectus supplement, the debt
securities we offer will be issued only in book-entry form represented by global
securities in registered form (a "Global Security"). The Global Security will be
held through DTC, as depositary, and registered in the name of Cede & Co., as
nominee of DTC. Accordingly, Cede & Co. will be the holder of record of the
securities.
Beneficial interests in the Global Security will be shown on, and
transfers will be effected through, records maintained by DTC. Transfers of
ownership interests in the securities will be accomplished by making entries in
DTC participants' books acting on behalf of beneficial owners. Beneficial owners
of these securities will not receive certificates representing their ownership
interest, unless the use of the book-entry system is discontinued.
So long as DTC or its nominee is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be the sole holder of the
securities represented thereby for all purposes under the applicable indenture
or warrant or unit agreement. Except as otherwise provided below, the beneficial
owners of the securities will not be entitled to receive physical delivery of
the certificated security and will not be considered the holders for any purpose
under the applicable indenture or agreement. Accordingly, each beneficial owner
must rely on the procedures of DTC and, if such beneficial owner is not a DTC
participant, on the procedures of the DTC participant through which the
beneficial owner owns its interest in order to exercise any rights of a holder
under the security or the applicable indenture or agreement. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of the securities in certificated form. Such limits and laws may impair
the ability to transfer beneficial interests in the securities.
The following is based on information supplied by DTC:
DTC will act as securities depository for certain securities.
Those securities will be issued as fully registered securities
registered in the name of DTC's partnership nominee, Cede & Co. One
Global Security will be issued for all of the principal amount of the
securities, but if any
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series exceeds an aggregate principal amount of $200,000,000,
certificates will be issued in increments of up to $200,000,000.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. DTC holds securities that its participants deposit with it.
DTC also facilitates the settlement among its participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic book-entry changes in the participant's
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants of DTC include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to DTC's system is also available to others such
as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant,
either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Purchases of securities under DTC's system must be made by or
through direct participants, which will receive a credit for the
securities on DTC's records. The ownership interest of each actual
purchaser, the beneficial owner, of each security represented by a
Global Security is in turn to be recorded on the records of direct and
indirect participants. Beneficial owners will not receive written
confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
direct or indirect participants through which the beneficial owner
entered into the transaction. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to its
direct participants, by direct participants to indirect participants,
and by direct and indirect participants to beneficial owners will be
governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect
to the securities. DTC assigns its right to consent or vote to its
direct participants.
Principal and any premium or interest payments on the
securities will be made in immediately available funds to DTC. DTC's
practice is to credit direct participants' accounts on the applicable
payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive
payment on such date. Payments by participants to beneficial owners
will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the
responsibility of such participant and not of DTC or any other party,
subject to any statutory or regulatory requirements that may be in
effect from time to time. Payment of principal and any premium or
interest to DTC is our responsibility, disbursement of those payments
to direct participants is the responsibility of DTC, and disbursement
of those payments to the beneficial owners is the responsibility of the
direct or indirect participant.
DTC will send redemption notices to Cede & Co. If we redeem
less than all of the securities, DTC's practice is to determine by lot
the amount of the interest of each direct participant in such issue to
be redeemed.
DTC may discontinue providing its services as securities
depository for the securities at any time by giving us reasonable
notice. Under such circumstances, if a successor securities depository
is not obtained, certificated securities are required to be printed and
delivered.
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The information in this section concerning DTC and DTC's
system has been obtained from sources we believe to be reliable, but we
take no responsibility for the accuracy of this information.
CEDELBANK AND EUROCLEAR
Securities of a series issued in book-entry form and sold or traded
outside the United States may be represented by one or more Global Securities
held through Cedelbank, societe anonyme, or the Euroclear operator of the
Euroclear System, the Brussels branch of a New York banking corporation which is
a member bank of the Federal Reserve System. As such, it is regulated and
examined by the Federal Reserve Board and the New York State Banking Department,
as well as the Belgian Banking Commission. Cedelbank and Euroclear hold omnibus
positions on behalf of Cedelbank participants and Euroclear participants,
respectively, on the books of their respective depositaries, which in turn hold
such positions in customers' securities accounts in the depositaries' names on
the books of the DTC.
Transfers between Cedelbank participants and Euroclear participants
occur in compliance with their rules and operating procedures. Cross-market
transfers between persons holding directly or indirectly through DTC in the
United States, on the one hand, and directly or indirectly through Cedelbank
participants or Euroclear participants, on the other, will be handled by DTC in
accordance with DTC rules on behalf of a European international clearing system
by its depositary; however, cross-market transactions will require delivery of
instructions to the European international clearing system by the counterparty
in such system in accordance with its rules and procedures and within its
established deadlines. A European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
depositary to take action to carry out final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Cedelbank participants and Euroclear participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits for securities in Cedelbank
or Euroclear as a result of a transaction with a DTC participant will be made
during the subsequent securities settlement processing, and will be dated the
business day following the DTC settlement date; those credits or any
transactions in those securities settled during processing will be reported to
the relevant Cedelbank participant or Euroclear participant on that business
day. Cash received in Cedelbank or Euroclear as a result of sales of securities
by or through a Cedelbank participant or a Euroclear participant to a DTC
participant will be received with value on the DTC settlement date but will be
available in the relevant Cedelbank or Euroclear cash account only as of the
business day following settlement in DTC.
Cedelbank is incorporated under the laws of Luxembourg as a depositary.
Cedelbank holds securities for its participating organizations and facilitates
the clearance and settlement of securities transactions between its participants
through electronic book-entry changes in accounts of those participants, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled by Cedelbank in any of 28 currencies, including United States dollars.
Cedelbank provides to its participants services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedelbank interfaces with domestic markets in several
countries. As a depository, Cedelbank is subject to regulation by the Luxembourg
Monetary Institute. Cedelbank participants consist of recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters or agents with respect to a
particular series of securities. Indirect access to Cedelbank is also available
to other entities that clear through or maintain a custodial relationship with a
Cedelbank participant.
The Euroclear System was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled by Euroclear in any of 32 currencies,
including United States dollars. The Euroclear system includes various other
services, including securities lending and borrowing and interfaces with
domestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described above. The Euroclear System is
operated by the Euroclear operator, under contract with Euroclear Clearance
System, S.C., a Belgian cooperative corporation. All operations are conducted by
the Euroclear operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear operator, not the
Cooperative. The Cooperative establishes policy for
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the Euroclear System on behalf of Euroclear participants. Euroclear participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the underwriters or
agents for a particular series of securities. Indirect access to the Euroclear
System is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant.
Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear Systems and applicable Belgian
law. The Terms and Conditions govern transfers of securities and cash within the
Euroclear System, withdrawal of securities and cash from the Euroclear System
and receipts of payments with respect to securities in the Euroclear System. All
securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear operator acts under the Terms and Conditions only on behalf of
Euroclear participants and has no record of or relations with persons holding
through Euroclear participants.
Distributions for securities of a series held through Cedelbank or
Euroclear will be credited to the cash accounts of Cedelbank participants or
Euroclear participants in accordance with the relevant system's rules and
procedures. Distributions are subject to tax reporting in accordance with
relevant United States tax laws and regulations. The applicable prospectus
supplement will describe selected income tax consequences to foreign investors.
Cedelbank or the Euroclear operator will take any other action permitted to be
taken by a holder of securities under the applicable indenture, warrant
agreement or unit agreement on behalf of a Cedelbank participant or a Euroclear
participant only in accordance with its relevant rules and procedures and
subject to its respective depositary's ability to carry out those actions on its
behalf through DTC.
Although Cedelbank and Euroclear have established these procedures to
facilitate transfers of applicable securities among participants of DTC,
Cedelbank and Euroclear, they are under no obligation to perform or continue to
perform those procedures, and those procedures may be discontinued at any time.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, we
may not offer and sell bearer securities during the restricted period, which is
generally the first 40 days after the closing date, and with respect to unsold
allotments, until sold or delivered in connection with a sale during the
restricted period, directly or indirectly, in the United States or to U.S.
persons other than to foreign branches of United States financial institutions
purchasing for their own account or for resale during the restricted period,
which institutions agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the regulations thereunder. We may
sell bearer securities during the restricted period to a United States person
who acquires and holds the bearer security through a foreign branch of a United
States financial institution that agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) and the regulations thereunder. Any
underwriters, agents and dealers participating in the offering of debt
securities, directly or indirectly, must agree and represent to us that they
will not offer or sell, directly or indirectly, any bearer securities in the
United States or to U.S. persons other than the financial institutions described
above.
Our bearer securities, other than temporary global securities, and any
attached coupons will bear a legend stating: "Any United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code." The sections referred to in this legend provide that
a U.S. person, other than a United States financial institution described above
or a U.S. person holding through such a financial institution, who holds bearer
securities or coupons will not be allowed to deduct any loss realized on bearer
securities and any gain recognized on any sale or disposition of those bearer
securities will be treated as ordinary income.
Purchasers of bearer securities also may be affected by certain
limitations under United States tax laws which we will describe in an applicable
prospectus supplement.
26
<PAGE> 28
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters or dealers, through
agents or directly to purchasers. Each prospectus supplement will state the
terms of the securities to be offered including the name or names of any
underwriters or agents, the public offering or purchase price of the securities
and the net proceeds from the sale, any underwriting discounts and other items
constituting underwriters' compensation, any discounts and commissions allowed
or paid to dealers, if any, any commissions allowed or paid to agents, and the
securities exchanges, if any, on which the securities will be listed. Dealer
trading may take place in the securities, including securities not listed on any
securities exchange.
Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. The underwriters may acquire the securities
for their own account and may resell the securities from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or varying prices determined at the time of sale. We will name the
underwriter or underwriters with respect to an underwritten offering of the
offered securities in a prospectus supplement relating to such offering and, if
an underwriting syndicate is used, the managing underwriter or underwriters will
be set forth on the cover page of the prospectus supplement. Unless we state
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the offered securities will be subject to certain conditions, and each
of the underwriters will be obligated to purchase all of its allocated
securities if any are purchased. Any initial public offering price and any
discount or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
We may offer and sell securities directly or through agents we
designate from time to time. We may also designate agents who are our
affiliates. We will name any agent involved in the offer and sale of the offered
securities and any commissions we pay will be set forth in the prospectus
supplement. If we sell securities through agents, the offered securities may be
sold from time to time by means of ordinary brokers' transactions, block
transactions, "fixed price offerings" or any combination of such offerings at
the prevailing market prices at the time of sale or in negotiated sales. Unless
we indicate otherwise in the prospectus supplement, an agent will be acting on a
reasonable effort basis for the period of its appointment.
Since any series of securities offered and sold pursuant to this
prospectus may be a new issue of securities with no established trading market,
there may not be a liquid trading market for the securities. Any underwriters to
whom we sell the securities for public offering and sale may make a market in
those securities, but the underwriters will not be obligated to do so and may
discontinue any market making at any time without notice.
Any underwriter or agent participating in the distribution of the
securities may be considered to be an underwriter, as that term is defined in
the Securities Act, of the securities offered and sold. Any discounts or
commissions received by them from us and any profit realized by them on the sale
or resale of the securities may be considered to be underwriting discounts and
commissions under the Securities Act.
We may authorize underwriters, dealers or agents to solicit offers by
certain institutions to purchase debt securities from us pursuant to delayed
delivery contracts providing for payment and delivery at a future date. The type
of security, the amount, the price and other significant terms of such delayed
delivery contracts will be described in the prospectus supplement. Institutions
that may be solicited include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, all as approved by us. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (1) the purchase of
the debt securities will not at the time of delivery be prohibited under the
laws of the jurisdiction to which the purchaser is subject, and (2) if the debt
securities are also being sold to underwriters acting as principals for their
own account, the underwriters must have purchased the debt securities not sold
for delayed delivery. The underwriters and other such persons will not have any
responsibility for the validity or performance of such contracts.
To facilitate offering the securities, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
securities or any other securities the prices of which may be used to determine
payments on such securities. Specifically, the underwriters may overallot in
connection with the offering, creating a short position in the securities for
their own accounts. In addition, to cover overallotments or to stabilize the
price of the securities or of any other securities, the underwriters may bid
for, and purchase, the securities or any other securities in the open market.
Finally, in any offering of the securities through a syndicate of underwriters,
the
27
<PAGE> 29
underwriting syndicate may reclaim selling concessions allowed to an underwriter
or dealer for distributing the securities in the offering if the syndicate
repurchases previously distributed securities in transactions to cover syndicate
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the securities above
independent market levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.
Underwriters, agents and their controlling persons may be entitled,
under agreements entered into with us, to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act or to
contribution with respect to payments which the underwriters or agents may be
required to make.
LEGAL OPINIONS
The legality of the offered securities will be passed upon for us by
Bradley Arant Rose & White LLP, Birmingham, Alabama, and, for the underwriters
or agents by Stroock & Stroock & Lavan LLP, New York, New York. As of August 1,
2000, the partners and associates of Bradley Arant Rose & White LLP beneficially
owned approximately 3,100,000 shares of our common stock.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in this registration statement to the extent and for
the periods indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference in reliance upon the authority of
said firm as experts in giving said reports.
28
<PAGE> 30
NEITHER WE, NOR ANY UNDERWRITERS OR AGENTS, HAVE AUTHORIZED ANYONE ELSE
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, YOU CANNOT RELY UPON THE INFORMATION OR
REPRESENTATIONS AS HAVING BEEN AUTHORIZED BY US OR ANY UNDERWRITER. THIS
PROSPECTUS IS NOT 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 IN SUCH JURISDICTION. NEITHER OUR DELIVERY OF THIS PROSPECTUS
NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THIS INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE
PROSPECTUS OR THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE SUCH DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus ............................................................... 3
Where You Can Find More Information ................................................. 3
SouthTrust Corporation .............................................................. 4
Use of Proceeds ..................................................................... 5
Regulatory Matters .................................................................. 6
Description of Debt Securities ...................................................... 9
Description of Capital Stock ........................................................ 19
Registration and Settlement ......................................................... 23
Limitations on Issuance of
Bearer Securities ................................................................. 26
Plan of Distribution ................................................................ 27
Legal Opinions ...................................................................... 28
Experts ............................................................................. 28
</TABLE>
$1,000,000,000
SOUTHTRUST
CORPORATION
[LOGO]
Debt Securities
Preferred Stock
Common Stock
PROSPECTUS
August 1, 2000
<PAGE> 31
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies,
of the expenses to be incurred by the registrant in connection with the issuance
and distribution of securities being registered:
<TABLE>
<S> <C>
Registration Fee........................................ $264,000
* Legal Fees and Expenses................................. 75,000
* Accounting Fees and Expenses............................ 40,000
* Blue Sky Fees and Expenses.............................. 10,000
* Printing and Engraving.................................. 40,000
* Listing Fees............................................ 17,500
* Rating Agency Fees and Expenses......................... 294,000
* Miscellaneous........................................... 9,500
--------
Total................................................... $750,000
========
</TABLE>
-----------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and the Bylaws of
the Corporation provide that the Corporation shall indemnify its officers,
directors, employees, and agents to the extent permitted by the General
Corporation Law of Delaware, which permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding by reason of the fact that he
is or was a director, officer, employee, or agent of the Corporation, against
expenses (including attorney's fees), judgments, fines, and settlements incurred
by him in connection with any such suit or proceeding, if he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interest
of the Corporation, and, in the case of a derivative action on behalf of the
Corporation, the Corporation shall indemnify such persons only against expenses
and then only if he not be adjudged to be liable for negligence or misconduct.
The Corporation also maintains insurance coverage relating to certain
liabilities of directors and officers.
ITEM 16. LIST OF EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
<TABLE>
<S> <C> <C>
1(a) - Form of Underwriting Agreement for Common Stock.
1(b) - Form of Underwriting Agreement for Preferred Stock.
1(c) - Form of Underwriting Agreement for Debt Securities.
**3(a) - Composite Restated Certificate of Incorporation of
SouthTrust Corporation.
*3(b) - Composite Restated Bylaws of SouthTrust
Corporation which was filed as Exhibit 4(e) to the
Registration Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-61557).
**4(a) - Articles FOURTH, SIXTH, SEVENTH, ELEVENTH of the
Restated Certificate of Incorporation of SouthTrust
Corporation (included at Exhibit 3(a)).
*4(b) - Certificate of Designation of Preferences and
Rights of Series 1999 Junior Participating
Preferred Stock, adopted December 16, 1998 and
effective February 22, 1999, which
</TABLE>
II-1
<PAGE> 32
<TABLE>
<S> <C> <C>
was filed as Exhibit A to Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A
(File No. 1-3613).
*4(c) - Stockholders' Rights Agreement, dated as of
January 12, 1999 and effective February 22, 1999,
between SouthTrust Corporation and ChaseMellon
Shareholder Services, L.L.C., Rights Agent, which
was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No.
001-14781).
*4(d) - Indenture, dated as of May 1, 1987, between
SouthTrust Corporation and National Westminster
Bank USA, which was filed as Exhibit 4(a) to
SouthTrust Corporation's Registration Statement on
Form S-3 (Registration No. 33-13637).
*4(e) - 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(f) - Form of Senior Indenture which was filed as Exhibit
4(b)(i) to the Registration Statement on Form S-3
of SouthTrust Corporation (Registration No.
33-52717).
**5 - Opinion of Bradley Arant Rose & White LLP as to the
legality of the securities being registered.
12 - Computation of Ratios of Earnings to Fixed Charges.
**23(a) - Consent of Bradley Arant Rose & White LLP (included
in Exhibit 5).
23(b) - Consent of Arthur Andersen LLP.
**24(a) - Powers of Attorney.
**24(b) - Certified Resolutions
*25 - Statement of Eligibility and Qualification of
Trustee under the Trust Indenture Act of 1939 on
Form T-1, which was filed as Exhibit 25 to the
Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-52717).
**99 - Provisions of the Delaware General Corporation
Law, as amended, relating to the indemnification of
directors and officers.
</TABLE>
-------------
* Incorporated herein by reference.
** Previously filed.
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 the 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 the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed
II-2
<PAGE> 33
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-8, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
II-3
<PAGE> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Birmingham, State of Alabama, on August 1, 2000.
SOUTHTRUST CORPORATION
/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 below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WALLACE D. MALONE, JR. Chairman, Chief Executive August 1, 2000
---------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr.
/s/ ALTON E. YOTHER Secretary, Treasurer and August 1, 2000
---------------------------------------------- Controller (Principal
Alton E. Yother Accounting and
Financial Officer)
/s/ JULIAN W. BANTON Director August 1, 2000
----------------------------------------------
Julian W. Banton
* Director August 1, 2000
----------------------------------------------
Allen J. Keesler, Jr.
* Director August 1, 2000
----------------------------------------------
Van L. Richey
* Director August 1, 2000
----------------------------------------------
Carl F. Bailey
* Director August 1, 2000
----------------------------------------------
Rex J. Lysinger
* Director August 1, 2000
----------------------------------------------
William C. Hulsey
</TABLE>
II-4
<PAGE> 35
<TABLE>
<S> <C> <C>
* Director August 1, 2000
----------------------------------------------
John M. Bradford
* Director August 1, 2000
----------------------------------------------
Wm. Kendrick Upchurch, Jr.
* Director August 1, 2000
----------------------------------------------
H. Allen Franklin
* Director August 1, 2000
----------------------------------------------
Donald M. James
* Director August 1, 2000
----------------------------------------------
William A. Coley
*By /s/ ALTON E. YOTHER August 1, 2000
----------------------------------------------
Alton E. Yother
Attorney-in-fact
</TABLE>
II-5
<PAGE> 36
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C> <C>
1(a) - Form of Underwriting Agreement for Common Stock.
1(b) - Form of Underwriting Agreement for Preferred Stock.
1(c) - Form of Underwriting Agreement for Debt Securities.
** 3(a) - Composite Restated Certificate of Incorporation of SouthTrust
Corporation.
* 3(b) - Composite Restated Bylaws of SouthTrust Corporation which was
filed as Exhibit 4(e) to the Registration Statement on Form
S-4 of SouthTrust Corporation (Registration No. 33-61557).
** 4(a) - Articles FOURTH, SIXTH, SEVENTH, ELEVENTH of the
Restated Certificate of Incorporation of SouthTrust
Corporation (included at Exhibit 3(a)).
* 4(b) - Certificate of Designation of Preferences and Rights
of Series 1999 Junior Participating Preferred Stock, adopted
December 16, 1998 and effective February 22, 1999, which was
filed as Exhibit A to Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
* 4(c) - Stockholders' Rights Agreement, dated as of January 12, 1999
and effective February 22, 1999, between SouthTrust
Corporation and ChaseMellon Shareholder Services, L.L.C.,
Rights Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
001- 14781).
* 4(d) - Indenture, dated as of May 1, 1987, between SouthTrust
Corporation and National Westminster Bank USA, which was
filed as Exhibit 4(a) to SouthTrust Corporation's
Registration Statement on Form S-3 (Registration No.
33-13637).
* 4(e) - 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(f) - Form of Senior Indenture which was filed as Exhibit 4(b)(i)
to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-52717).
** 5 - Opinion of Bradley Arant Rose & White LLP as to the legality
of the securities being registered.
12 - Computation of Ratios of Earnings to Fixed Charges.
** 23(a) - Consent of Bradley Arant Rose & White LLP (included in
Exhibit 5).
23(b) - Consent of Arthur Andersen LLP.
** 24(a) - Powers of Attorney.
** 24(b) - Certified Resolutions.
* 25 - Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939 on Form T-1, which was filed
as Exhibit 25 to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
</TABLE>
<PAGE> 37
<TABLE>
<S> <C>
** 99 - Provisions of the Delaware General Corporation Law, as
amended, relating to the indemnification of directors and
officers.
</TABLE>
----------
* Incorporated herein by reference.
** Previously filed.
