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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number 1-7476
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AmSouth Bancorporation
(Exact Name of registrant as specified in its charter)
Delaware 63-0591257
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
AmSouth-Sonat Tower, 1900 Fifth Avenue North, Birmingham, Alabama 35203
(Address of principal executive offices) (Zip Code)
(205) 320-7151
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $1.00 per share New York Stock Exchange
Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of the common equity held by nonaffiliates of the
registrant as of February 22, 2000 was $5,811,682,933. (Note 1)
As of February 29, 2000, AmSouth Bancorporation had 391,984,527 shares of
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference herein:
Annual Report to Shareholders for the year ended December 31, 1999: Part I,
Part II
Proxy Statement for Annual Meeting to be held April 20, 2000: Part III
Note 1: In calculating the market value of the common equity held by
nonaffiliates of AmSouth as disclosed on the cover page of this Form 10-K,
AmSouth has treated as common equity held by affiliates only voting stock
owned as of February 22, 2000 by its directors and principal executive
officers and voting stock held by AmSouth's employee benefit plans; AmSouth
has not treated for purposes of this response stock held by any of AmSouth's
subsidiaries as pledgee or in a fiduciary capacity as stock held by affiliates
of AmSouth. AmSouth had no nonvoting common equity outstanding at February 22,
2000. AmSouth's response to this item is not intended to be an admission that
any person is an affiliate of AmSouth for any purpose other than this
response.
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AMSOUTH BANCORPORATION
Form 10-K
INDEX
PAGE
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PART I
Item 1. Business........................................................ 3
Item 2. Properties...................................................... 9
Item 3. Legal Proceedings............................................... 9
Item 4. Submission of Matters to a Vote of Security Holders............. 9
Executive Officers of the Registrant..................................... 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters................................................................. 11
Item 6. Selected Financial Data......................................... 12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 13
Item 7A. Quantitative and Qualitative Disclosures about Market Risk...... 13
Item 8. Financial Statements and Supplementary Data..................... 13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................... 13
PART III
Item 10. Directors and Executive Officers of the Registrant.............. 14
Item 11. Executive Compensation.......................................... 14
Item 12. Security Ownership of Certain Beneficial Owners and Management.. 14
Item 13. Certain Relationships and Related Transactions.................. 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-
K....................................................................... 15
SIGNATURES............................................................... 16
EXHIBIT INDEX............................................................ 18
2
PART I
ITEM 1. BUSINESS
General
AmSouth Bancorporation (AmSouth) is a bank holding company, which was
organized in 1970 as a corporation under the laws of Delaware and commenced
doing business in 1972. At December 31, 1999, AmSouth had total consolidated
assets of approximately $43.4 billion. AmSouth offers a broad range of bank
and bank-related services through its subsidiaries. AmSouth's principal
subsidiary is AmSouth Bank (the Bank).
The Bank is a banking corporation organized under the laws of the State of
Alabama and is a wholly owned subsidiary of AmSouth. As of December 31, 1999,
the Bank had total consolidated assets of approximately $43.2 billion and
total consolidated deposits of approximately $27.9 billion. As of December 31,
1999, the assets of the Bank constituted virtually all of the assets of
AmSouth.
In October 1999, AmSouth acquired First American Corporation (First
American), a bank holding company headquartered in Nashville, Tennessee, and
caused First American to be merged into AmSouth in a transaction accounted for
as a pooling-of-interests. As of September 30, 1999, First American had total
consolidated assets of $22.2 billion and total deposits of $14.5 billion. For
more information regarding the acquisition of First American, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", which is incorporated herein by reference pursuant to Item 7 of
this Form 10-K, and the "Notes to Consolidated Financial Statements", which
are incorporated herein by reference pursuant to Item 8 of this Form 10-K.
AmSouth has three reportable segments: Consumer Banking, Commercial Banking
and Capital Management. Consumer Banking delivers a full range of financial
services to individuals and small businesses. Services include loan products
such as residential mortgages, equity lending, credit cards, and loans for
automobile and other personal financing needs, and various products designed
to meet the credit needs of small businesses. In addition, Consumer Banking
offers various deposit products that meet customers' savings and transaction
needs. Commercial Banking meets corporate and middle market customers' needs
with a comprehensive array of credit, treasury management, international, and
capital markets services. Included among these are several specialty services
such as real estate finance, asset based lending, commercial leasing, and
healthcare banking. Capital Management is comprised of client fiduciary
services and broker/dealer services, and provides primarily fee based income.
This area includes not only traditional trust services, but also a substantial
selection of investment management services including AmSouth's proprietary
mutual fund family. The services and products of all three of AmSouth's
segments are offered to businesses and individuals through approximately 640
banking offices located in Alabama, Florida, Tennessee, Mississippi,
Louisiana, Arkansas, Kentucky, Virginia and Georgia. In addition to its
banking offices, the Bank operates a network of over 1,340 automated teller
machines that are linked with shared automated tellers in all 50 states.
Further segment information is included in Note 22 of Notes to Consolidated
Financial Statements, which is incorporated herein by reference pursuant to
Item 8, of this Form 10-K.
As of February 29, 2000, AmSouth and its subsidiaries had 13,882 employees.
Competition
AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee, Mississippi, Louisiana, Arkansas, Kentucky, Virginia and
Georgia, as well as large banks in major financial centers, and with other
financial institutions, such as savings and loan associations, credit unions,
consumer finance companies, brokerage firms, insurance companies, investment
companies, mortgage companies, and financial service operations of major
retailers. Competition is based on a number of factors, including prices,
interest rates, services, and availability of products. AmSouth also competes
with other bank holding companies headquartered in the United States and
abroad for the acquisition of financial institutions. At December 31, 1999,
AmSouth was the 19th largest bank holding company headquartered in the United
States in terms of total assets.
Various regulatory developments and existing laws have allowed financial
institutions to conduct significant activities on an interstate basis for a
number of years. During recent years, a number of financial institutions
3
expanded their out-of-state activities, and various states enacted legislation
intended to allow certain interstate banking combinations which otherwise
would have been prohibited by federal law. For a number of years, the Bank
Holding Company Act of 1956, as amended (the BHCA), generally provided that no
company which owned or controlled a commercial bank in the United States could
acquire ownership or control of a commercial bank in a state other than the
state in which the company's banking subsidiaries were principally located
unless the acquisition was specifically authorized by the laws of the state in
which the bank being acquired was located.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
IBBEA) authorized interstate acquisitions of banks and bank holding companies
without geographic limitation beginning September 29, 1995. In addition,
beginning June 1, 1997, the IBBEA authorizes a bank to merge with a bank in
another state as long as neither of the states has opted out of interstate
branching by May 31, 1997. A bank may establish and operate a de novo branch
in a state in which the bank does not maintain a branch if that state
expressly permits de novo branching. Once a bank has established branches in a
state through an interstate merger transaction, the bank may establish and
acquire additional branches at any location in the state where any bank
involved in the interstate merger transaction could have established or
acquired branches under applicable federal or state law. A bank that has
established a branch in a state through de novo branching may establish and
acquire additional branches in such state in the same manner and to the same
extent as a bank having a branch in such state as a result of an interstate
merger. If a state opted out of interstate branching within the specified time
period, no bank in any other state may establish a branch in the opting out
state, whether through an acquisition or de novo. None of the states in which
AmSouth had subsidiary banks on June 1, 1997 "opted out" of the provisions of
the IBBEA permitting interstate branching by acquisition. Although the
management of AmSouth cannot predict with certainty the full effect of the
IBBEA on AmSouth, management believes the IBBEA resulted in greater
consolidation within the banking industry and such consolidation is likely to
continue.
The Gramm-Leach-Bliley Act
In November 1999, President Clinton signed into law the Gramm-Leach-Bliley
Act. The Gramm-Leach-Bliley Act significantly revises the laws regulating
banks and bank holding companies and other providers of financial services.
The Gramm-Leach-Bliley Act (i) repeals the restrictions, formerly contained in
the Glass-Steagall Act, on banks affiliating with securities firms, (ii)
permits a company to form a "financial holding company," which may own insured
depository institutions and engage through non-bank affiliates in a broader
range of financial activities than previously had been allowed, including
underwriting securities, insurance underwriting, merchant banking and
insurance company investments, so long as the depository institution
subsidiaries are well capitalized, well managed and receive at least a
satisfactory Community Reinvestment Act rating on their most recent
examination, (iii) permits the Board of Governors of the Federal Reserve
System (Federal Reserve Board) and the Department of the Treasury to determine
that other activities are also permissible for financial holding companies,
(iv) provides that the Federal Reserve will be responsible for "umbrella"
supervision and examination of financial holding companies, and that other
federal and state regulators will regulate, supervise and examine
"functionally regulated subsidiaries" such as insurance companies and broker-
dealers, (v) allows national banks that meet certain requirements to engage in
new financial activities (other than insurance underwriting, merchant banking,
insurance company investments and real estate development) in subsidiaries of
such banks, and (vi) establishes certain restrictions on the transfer and use
by financial institutions of nonpublic personal information of their
customers. The enactment of the Gramm-Leach-Bliley Act is expected to
intensify competition in, and the consolidation of, the financial services
industry. However, the management of AmSouth cannot currently predict the full
impact of the enactment of the Gramm-Leach-Bliley Act on AmSouth.
Business Combinations
AmSouth continually evaluates business combination opportunities and
sometimes conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations
4
take place, and transactions involving cash, debt or equity securities can be
expected. Any future business combination or series of business combinations
that AmSouth might undertake may be material, in terms of assets acquired or
liabilities assumed, to AmSouth's financial condition. Recent business
combinations in the banking industry have typically involved the payment of a
premium over book and market values. This practice may result in dilution of
book value and net income per share for the acquirers.
Supervision and Regulation
The following discussion addresses the regulatory framework applicable to
bank holding companies and their subsidiaries, and provides certain specific
information relevant to AmSouth. Regulation of financial institutions such as
AmSouth and its subsidiaries is intended primarily for the protection of
depositors, the deposit insurance funds of the Federal Deposit Insurance
Corporation (the FDIC) and the banking system as a whole, and generally is not
intended for the protection of stockholders or other investors.
The following is a summary of certain statutes and regulations that apply to
the operation of banking institutions. Changes in the applicable laws, and in
their application by regulatory agencies, cannot necessarily be predicted, but
they may have a material effect on the business and results of banking
organizations, including AmSouth.
General
As a bank holding company, AmSouth is subject to the regulation and
supervision of the Federal Reserve Board under the BHCA. Historically, under
the BHCA, bank holding companies could not, in general, directly or indirectly
acquire the ownership or control of more than 5 percent of the voting shares
or substantially all of the assets of any company, including a bank, without
the prior approval of the Federal Reserve Board. In addition, bank holding
companies were generally prohibited under the BHCA from engaging in nonbanking
activities, subject to certain exceptions. The activities permissible for bank
holding companies were significantly expanded by the Gramm-Leach-Bliley Act. For
a summary of its provisions, see "The Gramm-Leach-Bliley Act" above. AmSouth
cannot predict at this time to what extent, if any, it will engage in any of
these expanded activities.
The Bank is a state bank, chartered under the laws of Alabama, and is a
member of the Federal Reserve System. It is generally subject to regulation
and supervision by both the Federal Reserve Board and the Office of the
Superintendent of Banking of the State of Alabama. The Bank is also an insured
depository institution, and, therefore, also subject to regulation by the
FDIC. The Bank is also subject to various requirements and restrictions under
federal and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the Bank.
In addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy.
Payment of Dividends
AmSouth is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow for AmSouth, including cash
flow to pay dividends on AmSouth's capital stock and to pay interest and
principal on any debt of AmSouth, is dividends from the Bank. There are
statutory and regulatory limitations on the payment of dividends by the Bank
to AmSouth as well as by AmSouth to its shareholders. The payment of dividends
by AmSouth and the Bank also may be affected by other factors, such as the
requirement to maintain capital at or above regulatory guidelines. See
"Capital Adequacy and Related Matters" below.
Under Alabama law, a bank may not pay a dividend in excess of 90 percent of
its net earnings until the bank's surplus is equal to at least 20 percent of
capital. The Bank is also required by Alabama law to obtain the prior approval
of the Superintendent of the State Banking Department of Alabama for the
payment of dividends
5
if the total of all dividends declared by the Bank in any calendar year will
exceed the total of (a) the Bank's net earnings (as defined by statute) for
that year plus (b) its retained net earnings for the preceding two years, less
any required transfers to surplus. Also, no dividends may be paid from the
Bank's surplus without the prior written approval of the Superintendent.
In addition, as a member of the Federal Reserve System, the Bank is required
by federal law to obtain regulatory approval for the payment of dividends if
the total of all dividends declared by the Board of Directors of such bank in
any year could exceed the total of (a) the Bank's net income (as reportable in
its Reports of Condition and Income) for that year, plus (b) the Bank's
retained net income (as defined and interpreted by regulation) for the
preceding two years, less any net losses incurred in the current or prior two
years and any required transfers to surplus or a fund for the retirement of
preferred stock.
Furthermore, if, in the opinion of the applicable federal bank regulatory
authority, a bank under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the financial condition
of the bank, could include the payment of dividends), such authority may
require, after notice and a hearing, that such bank cease and desist from such
practice. The Federal Reserve Board has indicated that paying dividends that
deplete a bank's capital base to an inadequate level would be an unsafe and
unsound banking practice. In addition, the Federal Deposit Insurance Act (the
FDI Act) imposes additional restrictions on the payments of dividends by the
Bank, as described under "Capital Adequacy and Related Matters-Prompt
Corrective Action" below. Moreover, the Federal Reserve Board has issued a
policy statement that provides that bank holding companies and state member
banks should generally pay dividends only out of current operating earnings.
Under dividend restrictions imposed under federal and Alabama law, including
those described above, the Bank, without obtaining government approvals, could
declare aggregate dividends in 2000 of approximately $227.2 million, plus an
additional amount equal to its net income for 2000.
Capital Adequacy and Related Matters
Capital Guidelines
The Federal Reserve Board has adopted risk-based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total regulatory
capital (Total Capital) to risk-weighted assets (including certain off-
balance-sheet items, such as standby letters of credit) is 8 percent. At least
half of the Total Capital must be composed of common stockholders' equity,
retained earnings, minority interests in the equity accounts of consolidated
subsidiaries, noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and certain
other intangible assets (Tier 1 Capital). The remainder may consist of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves. At December 31, 1999, AmSouth's consolidated Tier 1 Capital and
Total Capital ratios were 7.46 percent and 10.66 percent, respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. The guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the Leverage Ratio), of 3 percent for bank holding
companies that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3 percent, plus an additional cushion of
100 to 200 basis points. AmSouth's Leverage Ratio at December 31, 1999 was
6.22 percent. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to
maintain strong capital positions substantially above the minimum supervisory
levels without significant reliance on intangible assets. Furthermore, the
Federal Reserve Board has indicated that it will consider a "Tangible Tier 1
Capital Leverage Ratio" (deducting all intangibles) and other indicators of
capital strength in evaluating proposals for expansion or new activities.
6
The Bank is also subject to risk-based and leverage capital requirements,
similar to those described above. The Bank complied with applicable minimum
capital requirements as of December 31, 1999. Neither AmSouth nor the Bank has
been advised by any federal banking agency of any specific minimum Leverage
Ratio requirement applicable to it.
The Federal Reserve Board has adopted modifications to the Tier 1 Capital
and Total Capital ratios applicable to both banks and bank holding companies
that are intended to address "market risk" arising from large trading
portfolios. These modifications are applicable only to banks and bank holding
companies whose trading activities exceed certain thresholds, and to those
that voluntarily comply with the market risk capital requirement. AmSouth is
not subject to, nor has voluntarily adopted, these new requirements.
Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels. However, the
management of AmSouth is unable to predict whether and when higher capital
requirements would be imposed, and, if so, at what levels and on what
schedule.
Prompt Corrective Action
The FDI Act requires the federal banking regulators to take prompt
corrective action in respect of FDIC-insured depository institutions that do
not meet minimum capital requirements. The FDI Act establishes five capital
tiers: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." Under
applicable regulations, a state member bank is defined to be well capitalized
if it maintains a Leverage Ratio of at least 5 percent, a risk-adjusted Tier 1
Capital Ratio of at least 6 percent, and a Total Capital Ratio of at least 10
percent and is not subject to any order or written directive to maintain any
specific capital level. A state member bank is defined to be adequately
capitalized if it maintains a Leverage Ratio of at least 4 percent, a risk-
adjusted Tier 1 Capital Ratio of at least 4 percent, and a Total Capital Ratio
of at least 8 percent. In addition, a state member bank will be considered:
(a) undercapitalized if it fails to meet any minimum required measure; (b)
significantly undercapitalized if it is significantly below such measure; and
(c) critically undercapitalized if it fails to maintain a level of tangible
equity equal to not less than 2 percent of total assets. A state member bank
may be deemed to be in a capitalization category that is lower than is
indicated by its actual capital position if it is operating in an unsafe or
unsound manner or receives an unsatisfactory examination rating. AmSouth
believes that at December 31, 1999, the Bank had capital ratios sufficient to
qualify as "well capitalized".
The capital-based prompt corrective action provisions of the FDI Act and the
implementing regulations apply to FDIC-insured depository institutions such as
the Bank, and are not directly applicable to holding companies, like AmSouth,
that control such institutions. However, the Federal Reserve Board has
indicated that, in regulating bank holding companies, it will take appropriate
action at the holding company level based on an assessment of the
effectiveness of supervisory actions imposed upon subsidiary depository
institutions pursuant to such provisions and regulations. Although the capital
categories defined under the prompt corrective action regulations are not
directly applicable to AmSouth under existing law and regulations, if AmSouth
were placed in a capital category it would qualify as well-capitalized as of
December 31, 1999.
The FDI Act generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized insured depository
institutions are subject to restrictions on borrowing from the Federal Reserve
System. In addition, undercapitalized depository institutions are subject to
growth limitations and are required to submit capital restoration plans. An
insured depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5 percent 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 an
insured depository institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized.
7
Significantly undercapitalized insured depository institutions may be
subject to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized insured depository institutions are subject
to appointment of a receiver or conservator.
Brokered Deposits and Pass-Through Insurance
The FDIC has adopted regulations under the FDI Act governing the receipt of
brokered deposits. Under the regulations, an FDIC-insured depository
institution cannot accept, roll over or renew brokered deposits unless (a) it
is well capitalized or (b) it is adequately capitalized and receives a waiver
from the FDIC. A depository institution that cannot receive brokered deposits
also cannot offer "pass-through" insurance on certain employee benefit
accounts. Whether or not it has obtained such a waiver, an adequately
capitalized depository institution may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no such restrictions on a depository
institution that is well capitalized. Because the Bank was well capitalized as
of December 31, 1999, AmSouth believes the brokered deposits regulation will
have no material effect on the funding or liquidity of the Bank.
Holding Company Structure
There are various legal restrictions on the extent to which AmSouth and its
nonbank subsidiaries may borrow or otherwise obtain funding from the Bank. The
Bank (and its subsidiaries) is limited in engaging in borrowing and other
"covered transactions" with nonbank and nonsavings bank affiliates to the
following amounts: (a) in the case of any single such affiliate, the aggregate
amount of covered transactions of the Bank and its subsidiaries may not exceed
10 percent of the capital stock and surplus of the Bank; and (b) in the case
of all affiliates, the aggregate amount of covered transactions of the Bank
and its subsidiaries may not exceed 20 percent of the capital stock and
surplus of the Bank. Covered transactions also are subject to certain
collateralization requirements. "Covered transactions" are defined by statute
to include a loan or extension of credit, as well as a purchase of securities
issued by an affiliate, a purchase of assets (unless otherwise exempted by the
Federal Reserve Board) from the affiliate, the acceptance of securities issued
by the affiliate as collateral for a loan, and the issuance of a guarantee,
acceptance, or letter of credit on behalf of an affiliate.
Under Federal Reserve Board policy, AmSouth is expected to act as a source
of financial strength to, and to commit resources to support, the Bank. This
support may be required at times when, absent such Federal Reserve Board
policy, AmSouth may not be inclined to provide it. In addition, any capital
loans by a bank holding company to a subsidiary bank are subordinate in right
of payment to deposits and to certain other indebtedness of such subsidiary
bank. In the event of a bank holding company's bankruptcy, any commitment by
the bank holding company to a federal bank regulatory agency to maintain the
capital of a subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
The FDI Act provides that, in the event of the "liquidation or other
resolution" of an insured depository institution, the claims of depositors of
such institution (including claims by the FDIC as subrogee of insured
depositors) and certain claims for administrative expenses of the FDIC as
receiver would be afforded a priority over other general unsecured claims
against the institution including any claims of the bank's holding company as
a creditor. If an insured depository institution fails, insured and uninsured
depositors, along with the FDIC, will be placed ahead of unsecured, nondeposit
creditors, including a parent holding company such as AmSouth, in its capacity
as creditor, in order of priority of payment.
FDIC Deposit Insurance Assessments
The Bank is subject to FDIC deposit insurance assessments pursuant to two
separate assessment schedules, one applicable to those deposits insured by the
Bank Insurance Fund (BIF) and another applicable to those deposits insured by
the Savings Association Insurance Fund (SAIF).
8
The FDIC's current risk-based system places a bank in one of nine risk
categories, principally on the basis of its capital level and an evaluation of
the bank's risk to the fund, and bases premiums on the probability of loss to
the FDIC with respect to each individual bank. Currently, the FDIC's risk-
based system provides that the highest and lowest annual assessments per $100
of deposits insured by the BIF or SAIF are $.27 and $0. The assessment rate
schedule is subject to change by the FDIC and accordingly assessment rates
could increase in the future. The Bank's total FDIC assessments were $5.4
million pretax in 1999.
Liability for Affiliate Insured Depository Institutions
Under the FDI Act, an insured depository institution, such as the Bank, can
be held liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with (a) the default of a commonly controlled FDIC-
insured depository institution or (b) any assistance provided by the FDIC to
any commonly controlled FDIC-insured depository institution "in danger of
default." "Default" is defined generally as the appointment of a conservator
or receiver and "in danger of default" is defined generally as the existence
of certain conditions indicating that a default is likely to occur in the
absence of regulatory assistance. AmSouth currently has only one small
depository institution subsidiary other than the Bank, but that subsidiary
will be merged into the Bank on March 31, 2000. It is possible, however, that
AmSouth will have other depository institution subsidiaries in the future.
ITEM 2. PROPERTIES
The executive offices of AmSouth are located in the AmSouth-Sonat Tower in
downtown Birmingham, Alabama. An undivided one-half interest in this building
is owned by the Bank through an unincorporated joint venture. The Bank is a
principal tenant of this building. The Bank is also a principal tenant of
other multi-story office buildings in Birmingham, Alabama and Nashville,
Tennessee. The Bank also has other banking and operational offices located in
its nine-state market area.
At December 31, 1999, AmSouth and its subsidiaries had 774 offices
(principally bank buildings) of which 513 were owned and 261 were either
leased or subject to a ground lease.
ITEM 3. LEGAL PROCEEDINGS
Several of AmSouth's subsidiaries are defendants in legal proceedings
arising in the ordinary course of business. Some of these proceedings seek
relief or damages that are substantial. The actions relate to AmSouth's
lending, collections, loan servicing, deposit taking, investment, trust and
other activities.
Among the actions which are pending against AmSouth subsidiaries are actions
filed as class actions. The actions are similar to others that have been
brought in recent years against financial institutions in that they seek
punitive damage awards in transactions involving relatively small amounts of
actual damages. Legislation was recently enacted in Alabama that is designed
to limit the potential amount of punitive damages that can be recovered in
individual cases in the future. However, AmSouth cannot predict the exact
effect of the legislation at this time.
It may take a number of years to finally resolve some of these legal
proceedings pending against AmSouth subsidiaries, due to their complexity and
for other reasons. It is not possible to determine with any certainty at this
time the corporation's potential exposure from the proceedings. At times,
class actions are settled by defendants without admission or even an actual
finding of any wrongdoing but with payment of some compensation to purported
class members and large attorney's fees to plaintiff class counsel.
Nonetheless, based upon the advice of legal counsel, AmSouth's management is
of the opinion that the ultimate resolution of these legal proceedings will
not have a material adverse effect on AmSouth's financial condition or results
of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters brought to a vote of security holders during the
fourth quarter of 1999.
9
Executive Officers of the Registrant
The executive officers of AmSouth, their ages, the positions held by them
with AmSouth and certain of its subsidiaries, and their principal occupations
for the last five years are as follows:
C. Dowd Ritter 52 President and Chief Executive Officer (January 1996
to date) of AmSouth, Chairman (September 1996 to
date) and President and Chief Executive Officer
(January 1996 to date) of AmSouth Bank; Director of
AmSouth and AmSouth Bank. Formerly, Chairman of the
Board (September 1996 to October 1999) of AmSouth
and President and Chief Operating Officer, AmSouth
and AmSouth Bank of Alabama (August 1994 to December
1995).
Thomas E. Hoaglin 50 Vice Chairman and a director (February 2000 to date)
of AmSouth and AmSouth Bank. Formerly, Chairman and
Chief Executive Officer (1997 to 1999) of Bank One
Services Corp., Chairman (1996 to 1997) of Project
One at Bank One Corporation and Chairman and Chief
Executive Officer (1992 to 1995) of Banc One Ohio
Corporation.
Michael C. Baker 52 Senior Executive Vice President and Capital
Management Group Head of AmSouth and AmSouth Bank
(October 1995 to date). Formerly, President and
Chief Executive Officer of Barnett Banks Trust Co.,
N.A. (1989 to July 1995).
Candice W. Bagby 50 Senior Executive Vice President and Consumer Banking
Group Head of AmSouth and AmSouth Bank (August 1995
to date). Formerly, Executive Vice President and
Director of Marketing of AmSouth and AmSouth Bank of
Alabama (July 1994 to August 1995).
Sloan D. Gibson, IV 46 Senior Executive Vice President (1994 to date) of
AmSouth and AmSouth Bank and
Tennessee/Mississippi/Louisiana Banking Group Head
(1999 to date) of AmSouth Bank. Formerly, President
and Chief Executive Officer (October 1999 to
December 1999) of First American National Bank,
Chief Financial Officer (October 1997 to October
1999) and Finance, Commercial and Credit Group Head
(October 1994 to October 1999) of AmSouth and
AmSouth Bank.
W. Charles Mayer, III 45 Senior Executive Vice President (October 1994 to
date) of AmSouth and AmSouth Bank and Alabama
Banking Group Head (October 1999 to date) of AmSouth
Bank. Formerly, Alabama/Tennessee/Georgia Banking
Group Head (November 1997 to October 1999),
Birmingham City President (May 1995 to December
1998) of AmSouth Bank, Alabama Banking Group Head of
AmSouth (May 1995 to October 1997), and President
and Chief Executive Officer of AmSouth Bank of
Tennessee (January 1993 to April 1995).
E. W. Stephenson, Jr. 53 Senior Executive Vice President of AmSouth (July
1993 to date) and Senior Executive Vice President of
AmSouth Bank and Florida Banking Group Head (July
1997 to date). Formerly, Chairman of the Board and
Chief Executive Officer of AmSouth Bank of Florida
(July 1993 to June 1997).
Claire W. Tucker 46 Senior Executive Vice President, Commercial Banking
Group (October 1999 to date) of AmSouth and AmSouth
Bank. Formerly, President of Corporate Bank (1997 to
October 1999), Manager, Specialized Lending Group
(1995 to 1997), and Manager of Healthcare Division
(1991 to 1995), all of First American National Bank.
David B. Edmonds 46 Executive Vice President and Human Resources
Director of AmSouth and AmSouth Bank (October 1994
to date).
10
Grayson Hall 42 Executive Vice President (June 1994 to date) and
Operations and Technology Division Head (January 1993
to date) of AmSouth and AmSouth Bank.
Samuel M. Tortorici 34 Executive Vice President and Chief Financial Officer
(October 1999 to date) of AmSouth and AmSouth Bank.
Formerly, Central Alabama Area Executive and
Montgomery City President (August 1997 to October
1999) and Senior Vice President for Regional Banking
(1995 to August 1997), all of AmSouth Bank.
Stephen A. Yoder 46 Executive Vice President, General Counsel and
Corporate Secretary of AmSouth and AmSouth Bank (1995
to date). Formerly, Assistant General Counsel (1992 to
1995) of Mellon Bank Corporation.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AmSouth's common stock, par value $1.00 per share, is listed for trading on
the New York Stock Exchange under the symbol ASO. Quarterly high and low sales
prices of, and cash dividends declared on, AmSouth common stock are set forth
in Note 24 of the Notes to Consolidated Financial Statements, which are
incorporated herein by reference pursuant to Item 8 of this Form 10-K. As of
February 22, 2000, there were approximately 27,992 holders of record of
AmSouth's common stock (including participants in the Dividend Reinvestment
and Common Stock Purchase Plan).
Restrictions on the ability of the Bank to transfer funds to AmSouth at
December 31, 1999, are set forth in Note 18 of the Notes to Consolidated
Financial Statements, which are incorporated herein by reference pursuant to
Item 8 of this Form 10-K. A discussion of certain limitations on the ability
of the Bank to pay dividends to AmSouth, and the ability of AmSouth to pay
dividends on its common stock, is set forth in Part I under the headings
"Supervision and Regulation--Payment of Dividends" and "Supervision and
Regulation--Capital Adequacy and Related Matters."
11
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five
years. All amounts have been restated to reflect the merger with First
American.
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(Dollars in thousands except per share data)
Earnings summary as
reported
Net interest income..... $ 1,507,946 $1,444,284 $ 1,384,729 $ 1,279,138 $ 1,160,543
Provision for loan
losses................. 165,626 99,067 83,508 71,608 43,000
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for
loan losses............ 1,342,320 1,345,217 1,301,221 1,207,530 1,117,543
Noninterest revenues.... 847,557 799,854 658,724 542,289 438,812
Merger-related costs.... 301,415 121,725 0 0 7,269
Noninterest expenses
excluding merger-
related costs.......... 1,347,091 1,284,547 1,221,675 1,129,509 988,488
----------- ----------- ----------- ----------- -----------
Income before income
taxes.................. 541,371 738,799 738,270 620,310 560,598
Income taxes............ 200,903 264,725 264,589 223,455 202,861
----------- ----------- ----------- ----------- -----------
Net income............. $ 340,468 $ 474,074 $ 473,681 $ 396,855 $ 357,737
=========== =========== =========== =========== ===========
Earnings per common
share*................. $ 0.87 $ 1.22 $ 1.20 $ 1.00 $ 0.90
Diluted earnings per
common share*.......... 0.86 1.20 1.18 0.98 0.88
Cash dividends
declared*.............. 0.71 0.57 0.51 0.48 0.46
Return on average
assets................. 0.81% 1.22% 1.32% 1.14% 1.13%
Return on average
equity................. 10.69 15.33 16.00 13.92 13.53
Operating efficiency.... 69.24 61.97 59.20 61.25 61.35
Earnings summary
excluding merger-
related and
other special charges**
Net interest income..... $ 1,507,946 $ 1,444,284 $ 1,384,729 $ 1,279,138 $ 1,160,543
Provision for loan
losses................. 91,626 99,067 83,508 71,608 43,000
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for
loan losses............ 1,416,320 1,345,217 1,301,221 1,207,530 1,117,543
Noninterest revenues.... 856,398 799,854 658,724 542,289 438,812
Noninterest expenses
excluding merger-
related costs.......... 1,343,288 1,284,547 1,221,675 1,097,213 988,488
----------- ----------- ----------- ----------- -----------
Income before income
taxes.................. 929,430 860,524 738,270 652,606 567,867
Income taxes............ 324,698 305,182 264,589 235,308 205,478
----------- ----------- ----------- ----------- -----------
Net income............. $ 604,732 $ 555,342 $ 473,681 $ 417,298 $ 362,389
=========== =========== =========== =========== ===========
Earnings per common
share*................. $ 1.55 $ 1.43 $ 1.20 $ 1.05 $ 0.91
Diluted earnings per
common share*.......... 1.53 1.40 1.18 1.03 0.90
Return on average
assets................. 1.45% 1.43% 1.32% 1.19% 1.14%
Return on average
equity................. 18.99 17.96 16.00 14.63 13.71
Operating efficiency.... 56.21 56.60 59.20 59.50 60.90
Selected year end
balances
Loans net of unearned
income................. $26,266,759 $24,445,296 $24,415,004 $23,124,651 $22,041,920
Assets.................. 43,406,554 40,635,831 37,380,079 36,070,557 34,247,835
Deposits................ 27,912,443 28,533,760 27,045,700 26,003,593 26,258,269
Long-term debt.......... 5,603,486 4,392,825 2,247,442 1,876,237 862,690
Shareholders' equity.... 2,959,205 3,207,424 3,029,138 2,939,725 2,805,685
Selected average
balances
Loans net of unearned
income................. $25,471,295 $24,027,839 $23,753,817 $22,318,990 $20,849,737
Assets.................. 41,811,328 38,840,235 35,917,828 34,929,393 31,782,150
Deposits................ 27,718,029 27,150,710 26,260,410 25,762,126 24,908,017
Long-term debt.......... 5,292,217 3,791,953 1,869,577 1,369,292 645,400
Shareholders' equity.... 3,185,084 3,091,737 2,960,023 2,851,421 2,643,459
Selected ratios
Net interest margin..... 4.02% 4.14% 4.27% 4.07% 4.05%
Allowance for loan
losses to loans net of
unearned income........ 1.38 1.53 1.50 1.60 1.70
Nonperforming assets to
loans net of unearned
income, foreclosed
properties and
repossessions.......... 0.61 0.54 0.53 0.61 0.79
Ending equity to ending
assets................. 6.82 7.89 8.10 8.15 8.19
Average equity to
average assets......... 7.62 7.96 8.24 8.16 8.32
- --------
* Restated for common stock splits
** See page 23 of the Annual Report for description of special charges for
1999. 1996 special charges relate to the one-time SAIF assessment.
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of AmSouth's 1999 Annual Report to
Shareholders is hereby incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included on pages 41 and 42 of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", which is hereby incorporated herein by reference pursuant to Item
7, above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of AmSouth and Subsidiaries, the
accompanying Notes to Consolidated Financial Statements, Management's
Statement on Responsibility for Financial Reporting, and the Report of
Independent Auditors contained in AmSouth's 1999 Annual Report to Shareholders
are hereby incorporated herein by reference.
The Report of Independent Auditors, KPMG LLP, for First American Corporation
for the years ended December 31, 1998 and 1997 is included herein as follows:
Independent Auditors' Report
The Board of Directors
AmSouth Bancorporation:
We have audited the consolidated balance sheets of First American
Corporation and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated income statements, changes in shareholders' equity, and cash
flows for each of the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First
American Corporation and subsidiaries as of December 31, 1998 and 1997, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
January 21, 1999
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors and director nominees of AmSouth included at
pages 6, 8 and 10 of AmSouth's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 20, 2000 (the Proxy Statement) and the
information incorporated by reference pursuant to Item 13 below is hereby
incorporated herein by reference. Information on AmSouth's executive officers
is included in Part I of this report.
Information regarding late filings under Section 16(a) of the Securities
Exchange Act of 1934 included at page 12 of the Proxy Statement under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" is hereby
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding compensation of directors and executive officers
included at pages 13 through 22 of the Proxy Statement is hereby incorporated
herein by reference. However, the information provided in the Proxy Statement
under the headings "Executive Compensation Committee Report on Executive
Compensation" and "Performance Graph" shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, or
subject to Regulation 14A or 14C, other than as provided in Item 402 of
Regulation S-K, or to liabilities of Section 18 of the Securities Exchange Act
of 1934.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Voting Securities and Principal
Holders Thereof " at pages 1 through 5 of the Proxy Statement is hereby
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth in the Proxy Statement under the caption "Certain
Relationships, Related Transactions and Legal Proceedings" at page 13 thereof
is hereby incorporated herein by reference.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
Financial Statements
The following management's statement on responsibility for financial
reporting, report of independent auditors and consolidated financial
statements of AmSouth and its subsidiaries included in AmSouth's 1999 Annual
Report to Shareholders are incorporated herein by reference pursuant to Item
8.
Management's Statement on Responsibility for Financial Reporting
Report of Ernst & Young LLP, Independent Auditors
Consolidated Statement of Condition--December 31, 1999 and 1998
Consolidated Statement of Earnings--Years ended December 31, 1999, 1998 and
1997
Consolidated Statement of Shareholders' Equity--Years ended December 31,
1999, 1998 and 1997
Consolidated Statement of Cash Flows--Years ended December 31, 1999, 1998
and 1997
Notes to Consolidated Financial Statements
The Report of Independent Auditors, KPMG LLP, is included herein under Item
8.
Financial Statement Schedules
All schedules to the consolidated financial statements required by Article 9
of Regulation S-X and all other schedules to the financial statements of
AmSouth required by Article 5 of Regulation S-X are not required under the
related instructions or are inapplicable and, therefore, have been omitted, or
the required information is contained in the Consolidated Financial Statements
or the notes thereto, which are incorporated herein by reference pursuant to
Item 8, Financial Statements and Supplementary Data.
(b) Reports on Form 8-K
Two reports on Form 8-K were filed by AmSouth during the period October 1,
1999 to December 31, 1999:
(a) A report was filed on October 15, 1999 regarding the acquisition of
First American and an increase in AmSouth's authorized shares of common
stock.
(b) A report was filed on December 30, 1999 reporting the election of
Thomas E. Hoaglin as Vice Chairman of AmSouth.
(c) Exhibits
The exhibits listed in the Exhibit Index at page 18 of this Form 10-K are
filed herewith or are incorporated herein by reference.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AmSouth Bancorporation
/s/ C. Dowd Ritter
By: _________________________________
C. Dowd Ritter
President and Chief Executive
Officer
Date: March 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ C. Dowd Ritter President and March 30, 2000
By: __________________________________ Chief Executive Officer
C. Dowd Ritter (Principal Executive
Officer)
/s/ Samuel M. Tortorici Executive Vice President March 30, 2000
By: __________________________________ Chief Financial Officer
Samuel M. Tortorici (Principal Financial
Officer)
/s/ Robert R. Windelspecht Executive Vice President March 30, 2000
By: __________________________________ Controller
Robert R. Windelspecht (Principal Accounting
Officer)
16
Signature Title Date
--------- ----- ----
* Chairman of the Board and March 30, 2000
By: __________________________________ Director
Dennis C. Bottorff
* A Director March 30, 2000
By: __________________________________
J. Harold Chandler
* A Director March 30, 2000
By: __________________________________
James E. Dalton, Jr.
A Director March 30, 2000
By: __________________________________
Earnest W. Deavenport, Jr.
* A Director March 30, 2000
By: __________________________________
Rodney C. Gilbert
A Director March 30, 2000
By: __________________________________
Elmer B. Harris
* A Director March 30, 2000
By: __________________________________
James A. Haslam II
* Vice Chairman and Director March 30, 2000
By: __________________________________
Thomas E. Hoaglin
* A Director March 30, 2000
By: __________________________________
Martha R. Ingram
* A Director March 30, 2000
By: __________________________________
Victoria B. Jackson
* A Director March 30, 2000
By: __________________________________
Ronald J. Kuehn, Jr.
* A Director March 30, 2000
By: __________________________________
James R. Malone
* A Director March 30, 2000
By: __________________________________
Francis A. Newman
A Director March 30, 2000
By: __________________________________
Claude B. Nielsen
* A Director March 30, 2000
By: __________________________________
John N. Palmer
A Director March 30, 2000
By: __________________________________
Benjamin F. Payton, Ph.D.
* A Director March 30, 2000
By: __________________________________
Herbert A. Sklenar
- --------
* Carl L. Gorday, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of
attorney executed by such persons and filed with the Securities and
Exchange Commission.
/s/ Carl L. Gorday
By: _________________________________
Carl L. Gorday
Attorney in Fact
17
EXHIBIT INDEX
The following is a list of exhibits including items incorporated by
reference. Compensatory plans and arrangements are identified by an asterisk.
2 Agreement and Plan of Merger, dated May 31, 1999 (1)
3-a Restated Certificate of Incorporation of AmSouth Bancorporation (2)
3-b Bylaws of AmSouth Bancorporation (3)
4-a Instruments defining the rights of security holders (4)
4-b Stockholder Protection Rights Agreement dated as of December 18, 1997,
including as Exhibit A the forms of Rights Certificate and of Election
to Exercise and as Exhibit B the form of Certificate of Designation and
Terms of Series A Preferred Stock (5)
*10-a AmSouth Bancorporation Executive Incentive Plan (6)
*10-b AmSouth Bancorporation Relocation Policy for Executive Officers (7)
*10-c AmSouth Bancorporation Supplemental Retirement Plan (8)
*10-d 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (9)
*10-e Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive
Compensation Plan (10)
*10-f Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive
Compensation Plan (11)
*10-g Director Restricted Stock Plan (12)
*10-h 1997 Performance Incentive Plan (13)
*10-i 1996 Long Term Incentive Compensation Plan (14)
*10-j Amended and Restated Deferred Compensation Plan for Directors of AmSouth
Bancorporation (15)
*10-k AmSouth Bancorporation Supplemental Thrift Plan (16)
*10-l Amendment Number One to the AmSouth Bancorporation Supplemental Thrift
Plan (17)
*10-m Employment Agreement for C. Dowd Ritter
*10-n Form of Change-in-Control Agreement for certain Executive Officers (18)
*10-o AmSouth Bancorporation Deferred Compensation Plan (19)
*10-p Stock Option Plan for Outside Directors (20)
*10-q Life Insurance Agreement (21)
*10-r Supplemental Long-Term Disability Plan (22)
*10-s Employment Agreement with Dennis C. Bottorff (23)
*10-t First American Corporation 1991 Employee Stock Incentive Plan (24)
*10-u 1993 Non-Employee Director Stock Option Plan (25)
*10-v First American Corporation Directors' Deferred Compensation Plan as
amended October 18, 1996 (26)
*10-w First American Corporation Supplemental Executive Retirement Program
dated as of January 1, 1989 (27)
13 AmSouth Bancorporation's 1999 Annual Report to Shareholders, excluding
the portions thereof not incorporated by reference in this Form 10-K
21 List of Subsidiaries of AmSouth Bancorporation
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of KPMG LLP, Independent Auditors
24 Powers of Attorney
27.1 Financial Data Schedule
27.2 Financial Data Schedule
27.3 Financial Data Schedule
18
NOTES TO EXHIBITS
(1) Filed as Exhibit 2.1 to AmSouth's Report on Form 8-K filed June 8, 1999,
incorporated herein by reference
(2) Filed as Exhibit 3.1 to AmSouth's Report on Form 8-K filed October 15,
1999, incorporated herein by reference
(3) Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 1997, incorporated herein by reference
(4) Instruments defining the rights of holders of long-term debt of AmSouth
are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K,
and AmSouth hereby agrees to furnish a copy of said instruments to the
SEC upon request
(5) Filed as Exhibit 4.1 to AmSouth's Report on Form 8-K filed on December
18, 1997, incorporated herein by reference
(6) Filed as Exhibit 10-a to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1997, incorporated herein by reference
(7) Filed as Exhibit 10-b to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1996, incorporated herein by reference
(8) Filed as Exhibit 10-c to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
(9) Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993, incorporated herein by reference (filed
with the Securities and Exchange Commission in Washington, D.C., SEC File
No. 1-7476, former File No. 0-6907)
(10) Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1994, incorporated herein by reference (filed with the
Securities and Exchange Commission in Washington, D.C., SEC File No. 1-
7476, former File No. 0-6907)
(11) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 1995, incorporated herein by reference
(12) Filed as Exhibit 4.1 to AmSouth's Registration Statement on Form S-8
(Registration No. 33-58777), incorporated herein by reference
(13) Filed as Appendix A to AmSouth's Proxy Statement, dated March 10, 1997,
for the Annual Meeting of Shareholders on April 17, 1997, incorporated
herein by reference
(14) Filed as Exhibit 10-p to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1996, incorporated herein by reference
(15) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1997, incorporated herein by reference
(16) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
(17) Filed as Exhibit 10-r to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
(18) Agreements in this form have been entered into with the following
Executive Officers: Michael C. Baker, David B. Edmonds, Sloan D. Gibson,
IV, Grayson Hall, Thomas E. Hoaglin, W. Charles Mayer, III, Candice W.
Bagby, E. W. Stephenson, Jr., Samuel M. Tortorici, Claire W. Tucker, and
Stephen A. Yoder
(19) Filed as Exhibit 10-v to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1997, incorporated herein by reference
(20) Filed as Exhibit 10-w to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1998, incorporated herein by reference
(21) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1998, incorporated herein by reference
(22) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1998, incorporated herein by reference
19
(23) Filed as Exhibit 10.1 to AmSouth's Registration Statement on Form S-4
(Registration No. 333-85239), incorporated herein by reference
(24) Filed as part of First American's Proxy Statement dated March 18, 1991
for the Annual Meeting of Shareholders held April 19, 1991 with
amendments filed as part of the Proxy Statements for the Annual Meetings
held on April 21, 1994 and April 17, 1997, incorporated herein by
reference (filed with the Securities and Exchange Commission in
Washington, D.C., SEC File No. 0-6198)
(25) Filed as part of First American's Proxy Statement dated March 18, 1993
for the Annual Meeting of Shareholders on April 15, 1993, incorporated
herein by reference (filed with the Securities and Exchange Commission in
Washington, D.C., SEC File No. 0-6198)
(26) Filed as Exhibit 10.3(e) to First American's Annual Report on Form 10-K
for the year ended December 31, 1996, incorporated herein by reference
(filed with the Securities and Exchange Commission in Washington, D.C.,
SEC File No. 0-6198)
(27) Filed as Exhibit 19.2 to First American's Annual Report on Form 10-K for
the year ended December 31, 1992, incorporated herein by reference (filed
with the Securities and Exchange Commission in Washington, D.C., SEC File
No. 0-6198).
20