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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, 2000
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 20, 2001 was $6,356,739,350. (Note 1)
As of February 28, 2001, AmSouth Bancorporation had 371,908,809 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, 2000: Part I,
Part II
Proxy Statement for Annual Meeting to be held April 19, 2001: 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 20, 2001 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 20,
2001. 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......................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk...... 12
Item 8. Financial Statements and Supplementary Data..................... 13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................... 14
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 financial holding company and bank
holding company, which was organized in 1970 as a Delaware corporation and
began doing business in 1972. AmSouth offers a broad range of bank and bank-
related services through its principal subsidiary AmSouth Bank (the Bank) and
its other subsidiaries. At December 31, 2000, AmSouth had total consolidated
assets of approximately $38.9 billion.
The Bank is an Alabama banking corporation and a wholly owned subsidiary of
AmSouth. As of December 31, 2000, the Bank had total consolidated assets of
approximately $38.9 billion and total consolidated deposits of approximately
$26.6 billion. As of December 31, 2000, the assets of the Bank constituted
virtually all of the assets of AmSouth.
On May 15, 2000, AmSouth announced the successful completion of the merger
and systems conversion of all First American National Bank branches into the
Bank. In conjunction with the conversion, AmSouth sold its Arkansas banking
offices, which were located over 300 miles from other AmSouth markets. In
addition, on September 29, 2000, AmSouth sold IFC Holdings, Inc., a third-
party nationwide investment marketing subsidiary. During 2000, AmSouth also
sold the company's Kentucky and Virginia banking offices. These divestitures
and AmSouth's decision to discontinue its out-of-market dealer indirect loan
origination business reflect AmSouth's record of exiting non-core businesses
that do not meet its internal profitability targets, allowing management to
focus on core businesses and execute internal growth strategies. For more
information regarding divestitures, 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 Wealth Management. Consumer Banking delivers a full range of financial
services to individuals and small businesses, including 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. Consumer Banking also offers various deposit
products to meet customers' savings and transaction needs. Commercial Banking
meets the requirements of large and middle market corporate customers 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. Wealth Management is comprised of fiduciary, retirement and
broker/dealer services. This area includes traditional trust services as well
as a substantial selection of investment management services such as AmSouth's
proprietary mutual fund family.
These services are offered to businesses and individuals through the Bank's
approximately 600 offices located in Alabama, Florida, Tennessee, Mississippi,
Louisiana and Georgia. In addition to these offices, the Bank operates a
network of approximately 1,250 automated teller machines that are linked with
shared automated tellers in all 50 states. Further segment information is
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations and Note 22 of the Notes to Consolidated Financial
Statements, both of which are incorporated herein by reference pursuant to
Item 8 of this Form 10-K.
As of December 31, 2000, AmSouth and its subsidiaries had 12,296 full-time
employees.
Competition
AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee, Mississippi, Louisiana 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
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retailers, including automotive retailers. Competition is based on a number of
factors, including prices, interest rates, services, and availability of
products. At December 31, 2000, AmSouth was the 22nd largest bank holding
company headquartered in the United States based on total assets.
Competition between financial institutions is affected by the Gramm-Leach-
Bliley Act, which was signed into law in November 1999. This Act significantly
revised the laws regulating banks and bank holding companies and other
providers of financial services, enabling bank holding companies and foreign
banks that meet applicable statutory requirements--defined as financial
holding companies--to engage in a broader range of services and to compete
more efficiently in existing business lines. The Gramm-Leach-Bliley Act
authorizes financial holding companies to engage in securities, insurance, and
other activities that are financial in nature or incidental or complementary
to a financial activity and, in the case of complementary activities, that do
not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally. AmSouth has qualified as a
financial holding company under the Gramm-Leach-Bliley Act. 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 take
place, and transactions involving the payment of cash, or the issuance of debt
or equity securities by AmSouth could occur. 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.
Supervision and Regulation
The following discussion addresses the regulatory framework applicable to
financial holding companies, 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
may have a material effect on the business and results of banking
organizations, including AmSouth.
General
As a financial holding company and bank holding company, AmSouth is subject
to regulation and supervision by the Board of Governors of the Federal Reserve
System (the Federal Reserve Board) under the Bank Holding Company Act of 1956,
as amended (the BHCA). As a consequence of the Gramm-Leach-Bliley Act, a
financial holding company may own insured depository institutions and engage
through its non-bank affiliates in a broader range of financial activities
than previously permissible for a bank holding company. These new activities
include securities underwriting, dealing and distribution; insurance
underwriting and sales; and "merchant banking." In addition, the new
activities include any activity that the Federal Reserve Board, in conjunction
with the Secretary of the Treasury, determines by rule or order to be
"financial in nature or incidental to such financial activity." Also, the
Federal Reserve Board (without the need for concurrence from the Secretary of
the Treasury) may approve additional activities that it deems to be
"complementary" to financial activities, provided such activities "do not pose
a substantial risk to the safety and soundness of depository institutions or
the financial system generally." The Federal Reserve is responsible for
"umbrella"
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supervision and examination of financial holding companies. Other federal and
state regulators will regulate, supervise and examine the "functionally
regulated subsidiaries" such as insurance companies and broker-dealers.
In order to become a financial holding company, a company must satisfy the
following criteria and elect to be treated as a financial holding company: (1)
all depository institution subsidiaries of the financial holding company must
be "well capitalized" and "well managed" and (2) all FDIC-insured depository
institution subsidiaries (other than newly acquired insured depository
institution subsidiaries, which are entitled to a limited exception) must have
a "Satisfactory" or better rating under the Community Reinvestment Act of 1977
(CRA). If after registration as a financial holding company, any of a
financial holding company's depository institution subsidiaries fails to
satisfy either the well-capitalized or well-managed criterion, the financial
holding company is subject to Federal Reserve Board sanctions that may include
divestiture of the financial holding company's depository institution
subsidiaries. Any financial holding company that subsequently fails to satisfy
the CRA requirement with respect to any FDIC-insured depository institution
subsidiary is precluded from engaging in certain financial activities either
de novo or by acquisition until the CRA rating has been restored.
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, subject to regulation in some respects
by the FDIC. In addition, the Bank is 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 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.
The Bank is required by Alabama law to obtain approval of the Superintendent
of the State Banking Department of Alabama prior to the payment of dividends
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, the Bank is required by federal law to obtain approval from the
Federal Reserve Board for the payment of dividends if the total of all
dividends declared by the Board of Directors of the 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
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banking practice. In addition, the Federal Deposit Insurance Act (the FDI Act)
imposes 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 2001 of an amount equal to its net income for
2001.
Capital Adequacy and Related Matters
Capital Guidelines
AmSouth is subject to risk-based capital guidelines adopted by the Federal
Reserve Board. 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, 2000, AmSouth's consolidated Tier 1 Capital and
Total Capital ratios were 7.66 percent and 11.09 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, 2000 was
6.72 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.
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, 2000. Neither AmSouth nor the Bank has
been advised by any federal banking agency of any specific minimum Leverage
Ratio requirement applicable to it. At December 31, 2000, the Bank's Tier 1
Capital, Total Capital and Leverage ratios were 9.64 percent, 11.67 percent
and 8.44 percent, respectively.
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, and has not 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.
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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 (such as the Bank) is defined as
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 as 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, 2000, the Bank had
capital ratios sufficient to qualify as "well capitalized."
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.
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, 2000, 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
certain of its nonbank subsidiaries may borrow or otherwise obtain funding
from the Bank. The Bank (and its subsidiaries) may only engage in lending and
other "covered transactions" with such nonbank and nonsavings bank affiliates
to the following extent: (a) in the case of any single such affiliate, the
aggregate amount of covered transactions of the Bank and
7
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. Loans and certain
other 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. In addition, all
transactions between an insured bank and such affiliates must be on an "arms
length" basis.
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).
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 $1.9
million pretax in 2000.
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. The Bank is currently the only depository
institution subsidiary of AmSouth. It is possible, however, that AmSouth will
have other depository institution subsidiaries in the future.
Privacy Provisions of Gramm-Leach-Bliley Act
Under the Gramm-Leach-Bliley Act, federal banking regulators have adopted
new rules requiring disclosure of privacy policies and information sharing
practices to consumers. These rules prohibit depository institutions
8
from sharing customer information with nonaffiliated third parties without the
customer's consent, except in certain limited situations, and require
disclosure of privacy policies to consumers and, in some circumstances, enable
consumers to prevent disclosure of certain personal information to
nonaffiliated third parties. These rules were effective on November 13, 2000
but compliance is optional until July 1, 2001. The disclosure requirements and
implementation of the privacy laws will not materially increase AmSouth's
operating expenses. Development of risk management systems to comply with all
required privacy provisions is underway.
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 and has other banking and operational
offices located in its six-state market area.
At December 31, 2000, AmSouth and its subsidiaries had 709 offices
(principally bank buildings) of which 439 were owned and 270 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. A disproportionately higher number of lawsuits against AmSouth
have been filed in Mississippi relative to the amount of deposits held by
AmSouth in Mississippi. In addition, lawsuits brought in Alabama and
Mississippi against AmSouth and other corporate defendants typically demand
higher damages than similar lawsuits brought elsewhere. Legislation has been
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 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 2000.
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 53 Chairman of AmSouth (September 1996 to October 1999
and January 2001 to date) and AmSouth Bank
(September 1996 to date), President and Chief
Executive Officer (January 1996 to date) of AmSouth
and AmSouth Bank, and Director (1993 to date) of
AmSouth and AmSouth Bank.
Sloan D. Gibson 47 Vice Chairman (April 2000 to date), Chief Financial
Officer (October 1997 to October 1999 and April 2000
to date) and Finance and Credit Group Head (April
2000 to date) of AmSouth and AmSouth Bank. Formerly,
Senior Executive Vice President (October 1994 to
April 2000) of AmSouth and AmSouth Bank,
Tennessee/Mississippi/Louisiana Banking Group Head
(October 1999 to April 2000) of AmSouth Bank,
President and Chief Executive Officer (October 1999
to December 1999) of First American National Bank,
and Finance, Commercial and Credit Group Head
(October 1993 to December 1999) of AmSouth and
AmSouth Bank.
Candice W. Bagby 51 Senior Executive Vice President and Consumer Banking
Group Head of AmSouth and AmSouth Bank (August 1995
to date).
Grayson Hall 43 Senior Executive Vice President (December 2000 to
date) and Operations and Technology Division Head
(January 1993 to date) of AmSouth and AmSouth Bank.
Formerly, Executive Vice President (June 1994 to
December 2000) of AmSouth and AmSouth Bank.
W. Charles Mayer, III 46 Senior Executive Vice President (October 1994 to
date) of AmSouth and AmSouth Bank and Alabama
Banking Group Head (October 1999 to date) and
Commercial Banking Group Head (November 2000 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, and Alabama
Banking Group Head (May 1995 to October 1997).
Beth E. Mooney 46 Senior Executive Vice President of AmSouth and
AmSouth Bank and Tennessee/North Louisiana Banking
Group Head (June 2000 to date). Formerly, President
(June 1999 to June 2000) of Bank One, NA, Chief
Operating Officer (June 1998 to June 1999) of DPL
Incorporated (electric public utility), and Chairman
and Chief Executive Officer (September 1995 to June
1998) Bank One Dayton, NA.
E. W. Stephenson, Jr. 54 Senior Executive Vice President of AmSouth (July
1993 to date), Senior Executive Vice President of
AmSouth Bank and Florida Banking Group Head (July
1997 to date) and Mississippi Banking Group Head
(November 2000 to date). Formerly, Chairman of the
Board and Chief Executive Officer of AmSouth Bank of
Florida (July 1993 to June 1997).
David B. Edmonds 47 Executive Vice President and Human Resources
Director of AmSouth and AmSouth Bank (October 1994
to date).
Stephen A. Yoder 47 Executive Vice President and General Counsel (August
1995 to date) and Secretary (October 1999 to date)
of AmSouth and AmSouth Bank.
10
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 25 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 20, 2001, there were approximately 32,338 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, 2000, 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."
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five
years.
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(Dollars in thousands except per share data)
Earnings summary
Net interest income..... $ 1,379,103 $ 1,507,944 $ 1,444,284 $ 1,384,729 $ 1,279,138
Provision for loan
losses................. 227,600 165,626 99,067 83,508 71,608
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for
loan losses............ 1,151,503 1,342,318 1,345,217 1,301,221 1,207,530
Noninterest revenues.... 669,494 847,560 799,854 658,724 542,289
Merger-related costs.... 110,178 301,415 121,725 0 0
Noninterest expenses
excluding merger-
related costs.......... 1,256,257 1,347,092 1,284,547 1,221,675 1,129,509
----------- ----------- ----------- ----------- -----------
Income before income
taxes.................. 454,562 541,371 738,799 738,270 620,310
Income taxes............ 125,435 200,903 264,725 264,589 223,455
----------- ----------- ----------- ----------- -----------
Net income............ $ 329,127 $ 340,468 $ 474,074 $ 473,681 $ 396,855
=========== =========== =========== =========== ===========
Earnings per common
share.................. $ 0.86 $ 0.87 $ 1.22 $ 1.20 $ 1.00
Diluted earnings per
common share........... 0.86 0.86 1.20 1.18 0.98
Cash dividends
declared............... 0.81 0.71 0.57 0.51 0.48
Return on average
assets................. 0.79% 0.81% 1.22% 1.32% 1.14%
Return on average
equity................. 11.57 10.69 15.33 16.00 13.92
Operating efficiency.... 64.72 69.24 61.97 59.20 61.25
Selected year end
balances
Loans net of unearned
income................. $24,616,435 $26,266,759 $24,445,296 $24,415,004 $23,124,651
Assets.................. 38,935,978 43,415,351 40,639,522 37,381,105 36,070,557
Deposits................ 26,623,304 27,912,443 28,533,760 27,045,700 26,003,593
Long-term debt.......... 5,883,405 5,603,486 4,392,825 2,247,442 1,876,237
Shareholders' equity.... 2,813,407 2,959,205 3,207,424 3,029,138 2,939,725
11
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(Dollars in thousands except per share data)
Selected average
balances
Loans net of unearned
income................. $25,879,910 $25,471,295 $24,027,839 $23,753,817 $22,318,990
Assets.................. 41,860,171 41,817,240 38,842,481 35,918,328 34,929,393
Deposits................ 27,323,133 27,718,029 27,150,710 26,260,410 25,762,126
Long-term debt.......... 6,031,983 5,292,217 3,791,953 1,869,577 1,369,292
Shareholders' equity.... 2,844,987 3,185,084 3,091,737 2,960,023 2,851,421
Selected ratios
Net interest margin..... 3.75% 4.02% 4.14% 4.27% 4.07%
Allowance for loan
losses to loans net of
unearned income........ 1.55 1.35 1.51 1.50 1.60
Nonperforming assets to
loans net of unearned
income, foreclosed
properties and
repossessions.......... 0.80 0.61 0.54 0.53 0.61
Ending equity to ending
assets................. 7.23 6.82 7.89 8.10 8.15
Average equity to
average assets.......... 6.80 7.62 7.96 8.24 8.16
Common stock data
Cash dividends
declared................ $ 0.81 $ 0.71 $ 0.57 $ 0.51 $ 0.48
Book value.............. 7.53 7.56 8.12 7.75 7.40
Tangible book value..... 6.61 6.48 6.94 6.46 6.20
Market value at year
end..................... 15.25 19.31 30.42 24.14 14.33
Total trading
volume(1)(2)............ 236,154 195,110 80,164 98,833 83,267
Dividend yield at year
end..................... 5.51% 4.14% 2.19% 2.21% 3.47%
- --------
(1) In thousands
(2) Amounts prior to 1999 have not been restated to reflect signifcant business
combinations.
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 2000 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 51 and 52 of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which is incorporated herein by reference pursuant to Item 7,
above.
12
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 2000 Annual Report to Shareholders
are hereby incorporated herein by reference.
The Report of Independent Auditors, KPMG LLP, for First American Corporation
for the year ended December 31, 1998 is included herein as follows:
Independent Auditors' Report
The Board of Directors
AmSouth Bancorporation:
We have audited the consolidated income statement, changes in shareholders'
equity, and cash flows of First American Corporation and subsidiaries for the
year ended December 31, 1998. These consolidated financial statements are the
responsibility of the Corporation's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, First American Corporation and
subsidiaries' results of operations and their cash flows for the year ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States of America.
/s/ KPMG LLP
January 21, 1999
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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 19, 2001 (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 13 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 21 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 2 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 2000 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, 2000 and 1999
Consolidated Statement of Earnings--Years ended December 31, 2000, 1999
and 1998
Consolidated Statement of Shareholders' Equity--Years ended December 31,
2000, 1999 and 1998
Consolidated Statement of Cash Flows--Years ended December 31, 2000,
1999 and 1998
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,
2000 to December 31, 2000:
(a) A report was filed on October 17, 2000, regarding earnings from
operations in the third quarter ended September 30, 2000.
(b) A report was filed on October 23, 2000, with respect to a presentation
made by management on October 23, 2000 at a conference sponsored by
UBS Warburg.
(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
Chairman, President and Chief
Executive Officer
Date: March 29, 2001
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 Chairman, President and March 29, 2001
By: __________________________________ Chief Executive Officer
C. Dowd Ritter (Principal Executive
Officer)
/s/ Sloan D. Gibson Vice Chairman and Chief March 29, 2001
By: __________________________________ Financial Officer
Sloan D. Gibson (Principal Financial
Officer)
/s/ Donald R. Kimble Executive Vice President, March 29, 2001
By: __________________________________ Controller and
Donald R. Kimble Chief Accounting Officer
(Principal Accounting
Officer)
* A Director March 29, 2001
By: __________________________________
J. Harold Chandler
* A Director March 29, 2001
By: __________________________________
James E. Dalton, Jr.
* A Director March 29, 2001
By: __________________________________
Earnest W. Deavenport, Jr.
* A Director March 29, 2001
By: __________________________________
Rodney C. Gilbert
16
Signature Title Date
--------- ----- ----
* A Director March 29, 2001
By: __________________________________
Elmer B. Harris
* A Director March 29, 2001
By: __________________________________
Martha R. Ingram
* A Director March 29, 2001
By: __________________________________
Victoria B. Jackson
* A Director March 29, 2001
By: __________________________________
Ronald L. Kuehn, Jr.
* A Director March 29, 2001
By: __________________________________
James R. Malone
* A Director March 29, 2001
By: __________________________________
Claude B. Nielsen
* A Director March 29, 2001
By: __________________________________
John N. Palmer
* A Director March 29, 2001
By: __________________________________
Benjamin F. Payton, Ph.D.
- --------
* 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 Agreement for Advances and Security Agreement with Blanket Floating Lien
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 1997 Performance Incentive Plan (12)
*10-h 1996 Long Term Incentive Compensation Plan (13)
Amended and Restated Deferred Compensation Plan for Directors of AmSouth
*10-i Bancorporation (14)
*10-j AmSouth Bancorporation Supplemental Thrift Plan (15)
Amendment Number One to the AmSouth Bancorporation Supplemental Thrift
*10-k Plan (16)
*10-l Employment Agreement for C. Dowd Ritter (17)
*10-m Form of Change-in-Control Agreement for certain Executive Officers (18)
*10-n AmSouth Bancorporation Deferred Compensation Plan (19)
*10-o Amended and Restated Stock Option Plan for Outside Directors (20)
*10-p Life Insurance Agreement (21)
*10-q Supplemental Long-Term Disability Plan (22)
AmSouth Bancorporation Amended and Restated 1991 Employee Stock
*10-r Incentive Plan (23)
First American Corporation 1993 Non-Employee Director Stock Option Plan
*10-s (24)
First American Corporation Directors' Deferred Compensation Plan as
*10-t amended October 18, 1996 (25)
*10-u First American Corporation Supplemental Executive Retirement Program
dated as of January 1, 1989 (26)
13 AmSouth Bancorporation's 2000 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
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) Other 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 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 (filed with the
Securities and Exchange Commission in Washington, D.C., SEC File No. 1-
7476, former File No. 0-6907)
(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 (filed
with the Securities and Exchange Commission in Washington, D.C., SEC File
No. 1-7476, former File No. 0-6907)
(12) 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
(13) Filed as Exhibit 10-p to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1996, incorporated herein by reference
(14) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1997, incorporated herein by reference
(15) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, 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)
(16) Filed as Exhibit 10-r to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, 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)
(17) Filed as Exhibit 10-m to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1999, incorporated herein by reference
(18) Filed as Exhibit 10-n to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1999, incorporated herein by reference. Agreements in
this form have been entered into with the following Executive Officers:
David B. Edmonds, Sloan D. Gibson, Grayson Hall, W. Charles Mayer, III,
Candice W. Bagby, E. W. Stephenson, Jr., Beth E. Mooney and Stephen A.
Yoder
(19) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 2000, incorporated herein by reference
19
(20) Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 2000, 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
(23) Filed as part of First American Corporation'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)
(24) Filed as part of First American Corporation'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)
(25) Filed as Exhibit 10.3(e) to First American Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996, incorporated herein by
reference
(26) Filed as Exhibit 19.2 to First American Corporation'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