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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, 1996 COMMISSION FILE NUMBER 1-7476
AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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63-0591257
DELAWARE (I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(205) 320-7151
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, par value $1.00 per share New York Stock Exchange
Floating Rate Notes Due 1999 New York Stock Exchange
Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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 voting stock held by nonaffiliates of the
registrant as of February 28, 1997 was $2,792,291,000. (Note 1)
As of February 28, 1997 AmSouth Bancorporation had 55,798,282 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, 1996:
Part I, Part II
Proxy Statement for Annual Meeting to be held April 17, 1997: Part III
Note 1: In calculating the market value of securities held by nonaffiliates
of AmSouth as disclosed on the cover page of this Form 10-K, AmSouth has
treated as securities held by affiliates only voting stock owned as of
February 28, 1997 by its directors and principal executive officers and voting
stock held by AmSouth's employee benefit plans; AmSouth has not treated
securities held by any of AmSouth's subsidiaries as pledgee or in a fiduciary
capacity as securities held by affiliates of AmSouth. 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...................................................... 1
Item 2. Properties.................................................... 7
Item 3. Legal Proceedings............................................. 8
Item 4. Submission of Matters to a Vote of Security Holders........... 8
Executive Officers of the Registrant.................................... 8
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters...................................................... 10
Item 6. Selected Financial Data....................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 12
Item 8. Financial Statements and Supplementary Data................... 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 12
PART III
Item 10. Directors and Executive Officers of the Registrant............ 12
Item 11. Executive Compensation........................................ 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 12
Item 13. Certain Relationships and Related Transactions................ 12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.......................................................... 13
SIGNATURES.............................................................. 14
EXHIBIT INDEX........................................................... 16
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, 1996, AmSouth had total consolidated
assets of approximately $18.4 billion. AmSouth offers a broad range of bank
and bank-related services through its subsidiaries. AmSouth's principal
banking subsidiaries are AmSouth Bank of Alabama, AmSouth Bank of Florida and
AmSouth Bank of Tennessee.
AmSouth Bank of Alabama (AmSouth Alabama), headquartered in Birmingham,
Alabama, is the largest subsidiary of AmSouth. As of December 31, 1996,
AmSouth Alabama had total consolidated assets of approximately $10.4 billion
and total consolidated deposits of approximately $6.8 billion. AmSouth Alabama
is a full service bank with 123 banking offices located throughout Alabama at
December 31, 1996. Based upon total consolidated assets as of December 31,
1996, AmSouth Alabama was the third largest bank headquartered in Alabama. It
offers complete consumer and commercial banking and trust services to
businesses and individuals. The Commercial and Business Banking Group of
AmSouth Alabama offers a variety of products and services, including
commercial lending, international banking and cash management sales and
operations. Consumer Banking encompasses a wide variety of transaction, credit
and investment services to meet the needs of a diverse consumer customer base.
AmSouth Alabama's network of automated teller machines is linked with shared
automated tellers in all 50 states. The Trust Division of AmSouth Alabama is
the largest in Alabama with more assets under management than any other bank
in Alabama. It offers a complete array of trust services including estate and
trust planning, investment management for individuals and corporations, land
and natural resources management, employee benefit administration, and
administration of debt issues and provision of transfer agent services for
equity issues for corporations. AmSouth Alabama also provides additional
services through several subsidiaries. One such subsidiary, AmSouth Leasing
Corporation, is a specialized lender providing equipment leasing. Brokerage
services and investment sales are provided by another subsidiary, AmSouth
Investment Services, Inc., a registered broker-dealer.
AmSouth Bank of Florida (AmSouth Florida) is headquartered in Tampa,
Florida. At December 31, 1996, AmSouth Florida had total consolidated assets
of approximately $7.0 billion and total consolidated deposits of approximately
$4.6 billion and was the fifth largest bank headquartered in Florida. It is a
full-service bank that offers services similar to those offered by AmSouth
Alabama. At December 31, 1996, AmSouth Florida operated 117 banking offices in
Florida.
AmSouth Bank of Tennessee (AmSouth Tennessee) is headquartered in
Chattanooga, Tennessee. At December 31, 1996, AmSouth Tennessee had total
assets of approximately $1.1 billion and total deposits of approximately $755
million and was the eighth largest bank headquartered in Tennessee. AmSouth
Tennessee offers banking services similar to those of AmSouth Alabama. At
December 31, 1996, AmSouth Tennessee operated 23 offices in Tennessee. AmSouth
also owns two other smaller banking subsidiaries: AmSouth Bank of Walker
County, located in Jasper, Alabama, and AmSouth Bank of Georgia, headquartered
in Rome, Georgia. All of AmSouth's banking subsidiaries are state-chartered
banks that are members of the Federal Reserve System.
As of February 28, 1997, AmSouth and its subsidiaries had 6,461 employees.
COMPETITION
AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee 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. Areas of competition include prices,
interest rates, services and availability of products. AmSouth also competes
with the
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other bank holding companies headquartered in Alabama, Florida, Tennessee,
Georgia and other southeastern states for the acquisition of financial
institutions.
At December 31, 1996, of the bank holding companies headquartered in
Alabama, AmSouth was the third largest in terms of equity capital and total
assets. However, in some geographic areas of Alabama, AmSouth's market share
is smaller than that of other banks and financial institutions competing in
those areas. Also, AmSouth is significantly smaller than many of the financial
institutions competing in Florida, Tennessee and Georgia.
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
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.
For a number of years Alabama had a reciprocal interstate banking law that
allowed banks in several other states (primarily in the Southeast) and the
District of Columbia to acquire banks in Alabama provided there was reciprocal
legislation in the other jurisdictions. Alabama bank holding companies were
thereby permitted to acquire banks in the jurisdictions specified in the law
which had adopted such reciprocal legislation. These laws resulted in a
significant increase in competition for banking services in Alabama, Florida,
Tennessee, Georgia and the other affected areas.
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 opts 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. Although the management of
AmSouth cannot predict with certainty the full effect of the IBBEA on AmSouth,
it is probable that the IBBEA will result in greater consolidation within the
banking industry.
AmSouth's subsidiary banks (the Subsidiary Banks) have filed applications
with the relevant regulatory authorities for the merger into AmSouth Bank
Alabama of all of the other Subsidiary Banks. The resulting bank would
continue to be a state member bank headquartered in Birmingham, Alabama, and
would operate under the name "AmSouth Bank". There can be no assurance that
all necessary regulatory approvals will be received or as to the timing of any
action with respect to the proposed mergers.
BUSINESS COMBINATIONS
AmSouth continually evaluates business combination opportunities and
frequently conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations
frequently 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.
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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 Board of Governors of the Federal Reserve System (the
Federal Reserve Board) under the BHCA. Under the BHCA, bank holding companies
may 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 are generally prohibited
under the BHCA from engaging in nonbanking activities, subject to certain
exceptions.
The Subsidiary Banks are subject to supervision and examination by
applicable federal and state banking agencies. As state banks that are members
of the Federal Reserve System, they are generally subject to regulation and
supervision by both the Federal Reserve Board and the banking agencies of the
states in which they are located. Each of the Subsidiary Banks is also an
insured depository institution, and, therefore, also subject to regulation by
the FDIC. The Subsidiary Banks are 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 Subsidiary Banks. 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.
Various legislative proposals have been made that would affect the
operations of bank holding companies and their subsidiaries, including
proposals to revise the bank regulatory system and to allow affiliations
between bank holding companies and nonbank entities that are restricted under
current law. AmSouth is unable to predict whether any of these proposals will
be adopted and, if so, what their effect on AmSouth would be.
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 Subsidiary Banks.
There are statutory and regulatory limitations on the payment of dividends by
the Subsidiary Banks to AmSouth as well as by AmSouth to its shareholders. The
payment of dividends by AmSouth and the Subsidiary Banks 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. AmSouth Alabama 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 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 AmSouth Alabama's surplus without the prior written
approval of the Superintendent.
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The other Subsidiary Banks are also subject to varying restrictions on the
payment of dividends under applicable state laws. Under Florida law, before
declaring a dividend, AmSouth Florida must (a) have transferred 20 percent of
its net profits for the period covered by the dividend to its surplus fund
until the fund is at least equal to the amount of common and preferred stock
outstanding and (b) have charged off bad debts, depreciation and other
worthless assets and made provision for reasonably anticipated future losses
on loans and other assets. AmSouth Florida may then declare a quarterly,
semiannual or annual dividend equal to the net profits for the period covered
by the dividend plus its retained net profits for the preceding two years.
AmSouth Florida may not declare a dividend from retained net profits that
accrued prior to the preceding two years without the approval of the Florida
Department of Banking and Finance. AmSouth Florida may not declare any
dividend if its net income from the current year combined with net income from
the preceding two years is a loss or would cause the capital of the bank to
fall below the minimum amount required by law or regulation.
Under Tennessee law, AmSouth Tennessee may declare dividends not more than
once in each calendar quarter from undivided profits if (a) the bank's
undivided profits account has been maintained as required by law and (b) the
required reserve against deposits is not and will not thereby be impaired.
Before any net profits are credited to the undivided profits account,
deductions for various expenses are required to be made. No transfers may be
made from the surplus account to the undivided profits account or to any part
of the capital stock account without the consent of the Tennessee Commissioner
of Banking. In addition, prior to determining that undivided profits are
available for the declaration of dividends, (a) any net loss must be deducted
from the undivided profits account and (b) transfers must be made from the
undivided profits account to the surplus account (i) in an amount required to
raise the surplus to 50 percent of the capital stock and (ii) in an amount not
less than 10 percent of net profits until the surplus equals the capital
stock.
In addition, as members of the Federal Reserve System, each Subsidiary 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 profits (as
defined and interpreted by regulation) for that year, plus (b) the bank's
retained net profits (as defined and interpreted by regulation) for the
preceding two years, less any required transfers to surplus or a fund for the
retirement of preferred stock, if any is outstanding. Each Subsidiary Bank
also can pay dividends only to the extent that its retained net profits
(including the portion transferred to surplus) exceed its losses and bad
debts.
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, under the Federal Deposit Insurance Act
(the FDI Act), an insured bank may not pay any dividend if it is
undercapitalized or if payment would cause it to become undercapitalized.
Moreover, the Federal Reserve Board has issued a policy statement which
provides that bank holding companies and state member banks should generally
only pay dividends out of current operating earnings.
At December 31, 1996, under dividend restrictions imposed under federal and
state laws, including those described above, the Subsidiary Banks, without
obtaining government approvals, could declare aggregate dividends of
approximately $188.4 million.
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 stock, minority interests
in the equity accounts of consolidated subsidiaries,
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noncumulative perpetual preferred stock and a limited amount of 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,
1996, AmSouth's consolidated Tier 1 Capital and Total Capital ratios were 7.87
percent and 11.54 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, 1996 was
6.20 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.
Each of the Subsidiary Banks itself is subject to risk-based and leverage
capital requirements, similar to those described above. Each of the Subsidiary
Banks was in compliance with applicable minimum capital requirements as of
December 31, 1996. Neither AmSouth nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage Ratio
requirement applicable to it.
Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels, and several
proposals are under consideration that would increase capital to address
particular issues. 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, 1996, all of the Subsidiary Banks 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 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, 1996.
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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
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, rollover 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 all the Subsidiary Banks were
well capitalized as of December 31, 1996, AmSouth believes the brokered
deposits regulation will have no material effect on the funding or liquidity
of any of the Subsidiary Banks.
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 its
Subsidiary Banks. Each Subsidiary Bank (and its subsidiaries) is limited in
engaging in borrowing and other "covered transactions" with nonbank and non-
savings bank affiliates to the following amounts: (a) in the case of any
single such affiliate, the aggregate amount of covered transactions of the
Subsidiary Bank and its subsidiaries may not exceed 10 percent of the capital
stock and surplus of such Subsidiary Bank; and (b) in the case of all
affiliates, the aggregate amount of covered transactions of the Subsidiary
Bank and its subsidiaries may not exceed 20 percent of the capital stock and
surplus of such Subsidiary 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, each of the
Subsidiary Banks. 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 any of its subsidiary
banks 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
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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. 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 order of priority of payment.
FDIC DEPOSIT INSURANCE ASSESSMENTS
The Subsidiary Banks are 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 reduced the assessments it charges on bank deposits insured by the BIF to
the statutory minimum of $2,000 for most well-capitalized banks, effective
January 1, 1996. Assessments applicable to deposits insured by the SAIF,
including savings association deposits acquired by banks, continued to be
assessed at a rate of between 23 cents and 31 cents per $100 of deposits.
On September 30, 1996, the Deposit Insurance Funds Act of 1996 (DIFA) was
enacted and signed into law. DIFA imposed a one-time special assessment on
deposits insured by the SAIF. The special assessments payable by AmSouth's
Subsidiary Banks pursuant to this provision totaled $24.2 million before
taxes, or $.27 per share after tax, and was accrued during the third quarter
of 1996. Furthermore, because the SAIF met its statutorily mandated designated
reserve ratio after giving effect to this special assessment, the FDIC reduced
the assessment rate for deposits subject to assessment by the SAIF to the
statutory minimum of $2,000 for most well-capitalized banks, effective January
1, 1997.
In addition, DIFA requires that depository institutions pay assessments to
pay for the cost of Financing Corporation or "FICO" bonds. The assessments to
be imposed on insured depository institutions for this purpose through January
1, 2000 are $1.30 per $100 with respect to deposits insured by the BIF and
$6.48 per $100 with respect to deposits insured by the SAIF. AmSouth currently
estimates assessments for this purpose may amount to up to $4.0 million in
1997, with similar assessments each year through 1999. Beginning January 1,
2000, the FICO-related assessment rates for BIF and SAIF deposits will both be
$2.43 per $100.
DEPOSITOR PREFERENCE
Under the FDI Act, an insured depository institution, such as each of the
Subsidiary Banks, 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.
ITEM 2. PROPERTIES
The executive offices of AmSouth are located in the 30-story AmSouth-Sonat
Tower in downtown Birmingham, Alabama. An undivided one-half interest in this
building is owned by AmSouth Alabama through an unincorporated joint venture.
AmSouth Alabama is a principal tenant of this building. AmSouth Alabama is
also a principal tenant of the AmSouth/Harbert Plaza, a 32-story office
building also located in downtown Birmingham, Alabama and of a recently
constructed office complex in the Birmingham area. AmSouth Alabama's
headquarters and most of its operations are located in these facilities. Other
bank subsidiaries of AmSouth also have headquarters, banking and operational
offices located in Alabama, Florida, Tennessee and Georgia.
At December 31, 1996, AmSouth and its subsidiaries had 285 offices
(principally bank buildings) of which 179 were owned and 106 were either
leased or subject to a ground lease.
7
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, servicing, investment, trust and other activities.
Among the actions which are pending against AmSouth's subsidiaries are
actions filed as class actions in the State of Alabama. The actions are
similar to others that have been brought in recent years in Alabama against
financial institutions in that they seek punitive damages in transactions
involving relatively small amounts of actual damages. In recent years, juries
in Alabama state courts have made large punitive damage awards in such cases.
Legislation which would limit these lawsuits has been introduced in the
Alabama legislature but has not been enacted into law. AmSouth cannot predict
whether any such legislation will be enacted.
It may take a number of years to finally resolve some of these legal
proceedings pending against AmSouth's subsidiaries, due to their complexity
and other reasons. It is not possible to determine with any certainty at this
time the potential exposure from the proceedings. However, 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 1996.
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 49 Chairman (September 1996 to date) and President and
Chief Executive Officer (January 1996 to date) of
AmSouth and AmSouth Alabama; Director of AmSouth and
AmSouth Alabama. Formerly, President and Chief
Operating Officer, AmSouth and AmSouth Alabama (August
1994 to December 1995), Vice Chairman of the Board of
AmSouth and AmSouth Alabama (July 1993 to August
1994), and Senior Executive Vice President of AmSouth
and Senior Executive Vice President and General
Banking Group Head of AmSouth Alabama (May 1991 to
July 1993).
Michael C. Baker 49 Senior Executive Vice President and Capital Management
Group Head of AmSouth and AmSouth Alabama (October
1995 to date). Formerly, President and Chief Executive
Officer of Barnett Banks Trust Co., N.A. (1989 to July
1995).
Sloan D. Gibson, IV 43 Senior Executive Vice President of AmSouth and AmSouth
Alabama (October 1994 to date), and Commercial Banking
Group Head of AmSouth and AmSouth Alabama (October
1993 to date). Formerly, Executive Vice President
(1993 to October 1994), Head of Consumer Banking
Administration (July 1993 to October 1993) and Senior
Vice President, General Banking Group (1992 to 1993),
all of AmSouth Alabama, and Manager, Special Assets
(1991 to 1992), of Bank South N.A.
Kristen M. Hudak 45 Senior Executive Vice President and Chief Financial
Officer of AmSouth and AmSouth Alabama (April 1995 to
date). Formerly, Chief Operating Officer and a
Director of Consolidated Bank, N.A. (1992 to 1995).
8
W. Charles Mayer, III 42 Senior Executive Vice President and Alabama
Banking Group Head of AmSouth and AmSouth Alabama
(October 1994 to date) and Birmingham City
President of AmSouth Alabama (May 1995 to date).
Formerly, Director, President and Chief Executive
Officer of AmSouth Tennessee (January 1993 to
April 1995), Executive Vice President of AmSouth
(January 1993 to October 1994), and Executive Vice
President and Corporate Banking Division Head of
AmSouth Alabama (June 1988 to January 1993).
Candice W. Rogers 47 Senior Executive Vice President and Consumer
Banking and Marketing Group Head of AmSouth and
AmSouth Alabama (August 1995 to date). Formerly,
Executive Vice President and Director of Marketing
of AmSouth and AmSouth Alabama (July 1994 to
August 1995) and Senior Vice President and
Director of Marketing, Bank One Texas (February
1991 to July 1994).
E. W. Stephenson, Jr. 50 Chairman of the Board and Chief Executive Officer
of AmSouth Florida and Senior Executive Vice
President of AmSouth (July 1993 to date); Director
of AmSouth Florida. Formerly, Executive Vice
President and Consumer and Marketing Division Head
of AmSouth Alabama (May 1991 to July 1993).
Alfred W. Swan, Jr. 54 Senior Executive Vice President of AmSouth
(October 1994 to date); President (1992 to date),
and Head of West Coast Area and Commercial Banking
(1994 to date), all of AmSouth Florida; Director
of AmSouth Florida. Formerly, Chief Executive
Officer of AmSouth Florida (1992 to July 1993),
Executive Vice President of AmSouth (1992 to
October 1994) and Senior Vice President of AmSouth
Alabama (November 1991 to March 1992).
David B. Edmonds 43 Executive Vice President and Human Resources
Director of AmSouth and AmSouth Alabama (October
1994 to date). Formerly, Director Human Resources,
Southeast Business Unit of Pepsi-Cola, Inc. (1986
to September 1994).
O. B. Grayson Hall, Jr. 39 Executive Vice President (June 1994 to date) and
Operations Division Head (January 1993 to date) of
AmSouth and AmSouth Alabama. Formerly, Senior Vice
President and Manager of Bank Operations of
AmSouth Alabama (December 1988 to January 1993).
Stephen A. Yoder 43 Executive Vice President and General Counsel of
AmSouth and AmSouth Alabama (August 1995 to date).
Formerly, Assistant General Counsel (1992 to 1995)
and Managing Counsel (1990 to 1992), both of
Mellon Bank Corporation.
9
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. The following table sets
forth certain common stock data for the last five years.
COMMON STOCK DATA 1996 1995 1994 1993 1992
- ----------------- ------ ------ ------ ------ ------
Cash dividends declared............... $ 1.62 $ 1.54 $ 1.43 $ 1.22 $ 1.07
Book value............................ 24.91 24.16 22.57 21.48 18.63
Tangible book value................... 20.13 19.18 16.49 18.35 16.32
Market value at year end.............. 48.38 40.38 25.75 31.25 32.63
Market price range:
High................................ 50.88 41.38 34.88 35.88 32.63
Low................................. 34.38 25.75 25.38 27.38 21.38
Total trading volume (In thousands)... 24,671 33,044 20,965 21,059 12,363
Dividend yield at year end............ 3.47% 3.96% 5.90% 4.48% 3.56%
Dividend payout ratio................. 50.15 51.33 63.56 42.21 42.80
Price earnings ratio.................. 14.98X 13.46X 11.44X 10.81X 13.05X
Shareholders of record at year end.... 13,165 14,037 14,674 12,985 9,343
Average shares outstanding (In
thousands)........................... 56,605 58,262 56,527 50,848 46,684
Quarterly high and low sales prices of and cash dividends declared on
AmSouth common stock are set forth in Note U of the Notes to Consolidated
Financial Statements, which are incorporated by reference into Item 8 of this
Form 10-K.
As of February 28, 1997, there were approximately 13,000 holders of record
of AmSouth's common stock.
Restrictions on AmSouth's Subsidiary Banks to transfer funds to the holding
company at December 31, 1996 are set forth in Note P of the Notes to
Consolidated Financial Statements, which are incorporated by reference into
Item 8 of this Form 10-K.
10
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five
years.
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
EARNINGS SUMMARY
Revenue from earning
assets................. $ 1,353,821 $ 1,272,939 $ 1,047,741 $ 840,617 $ 772,251
Interest expense........ 701,440 679,396 480,414 339,326 341,706
----------- ----------- ----------- ----------- -----------
Net interest income..... 652,381 593,543 567,327 501,291 430,545
Provision for loan
losses................. 65,171 40,139 30,103 27,966 38,581
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for
loan losses............ 587,210 553,404 537,224 473,325 391,964
Noninterest revenues.... 235,274 231,671 175,355 199,237 168,719
Noninterest expenses.... 534,232 509,898 519,239 453,999 396,113
----------- ----------- ----------- ----------- -----------
Income before income
taxes.................. 288,252 275,177 193,340 218,563 164,570
Income taxes............ 105,576 100,222 66,050 71,843 47,977
----------- ----------- ----------- ----------- -----------
Net income............ $ 182,676 $ 174,955 $ 127,290 $ 146,720 $ 116,593
=========== =========== =========== =========== ===========
PER COMMON SHARE
Net income.............. $ 3.23 $ 3.00 $ 2.25 $ 2.89 $ 2.50
Cash dividends
declared............... 1.62 1.54 1.43 1.22 1.07
Average common shares
outstanding............ 56,605 58,262 56,527 50,848 46,684
SELECTED YEAR END
BALANCES
Loans net of unearned
income................. $12,080,246 $11,743,273 $11,429,907 $ 8,540,412 $ 6,716,595
Assets.................. 18,407,264 17,738,795 16,777,951 13,469,621 11,116,327
Deposits................ 12,467,599 13,420,287 13,203,101 10,374,183 8,641,487
Long-term Federal Home
Loan Bank advances..... 1,023,729 15,014 103,092 1,745 -0-
Other long-term debt.... 411,946 425,885 275,581 163,446 130,986
Shareholders' equity.... 1,395,829 1,383,475 1,310,458 1,142,725 873,374
SELECTED AVERAGE
BALANCES
Loans net of unearned
income................. $11,694,849 $11,747,385 $ 9,918,274 $ 7,634,984 $ 6,334,313
Assets.................. 17,989,621 16,942,326 15,293,985 12,377,333 10,447,186
Deposits................ 12,926,343 13,304,092 11,572,725 9,543,705 8,352,595
Long-term Federal Home
Loan Bank advances..... 511,583 54,000 112,550 555 -0-
Other long-term debt.... 423,623 298,945 219,229 159,152 132,574
Shareholders' equity.... 1,380,532 1,357,336 1,243,151 1,031,373 836,202
SELECTED RATIOS
Return on average
assets................. 1.02% 1.03% 0.83% 1.19% 1.12%
Return on average
equity................. 13.23 12.89 10.24 14.23 13.94
Net interest margin..... 3.93 3.87 4.14 4.56 4.72
Operating efficiency.... 59.56 60.98 68.72 63.48 64.24
Allowance for loan
losses to loans net of
unearned income........ 1.48 1.52 1.50 1.54 1.48
Nonperforming assets to
loans net of unearned
income, foreclosed
properties and
repossessions.......... 0.78 0.98 1.16 1.00 1.71
Ending equity to ending
assets................. 7.58 7.80 7.81 8.48 7.86
Average equity to
average assets......... 7.67 8.01 8.13 8.33 8.00
WITHOUT SAIF ASSESSMENT
Net income.............. $ 197,895 $ 174,955 $ 127,290 $ 146,720 $ 116,593
Net income per common
share.................. 3.50 3.00 2.25 2.89 2.50
Return on average
asssets................ 1.10% 1.03% 0.83% 1.19% 1.12%
Return on average
equity................. 14.26 12.89 10.24 14.23 13.94
Operating efficiency.... 56.86 60.98 68.72 63.48 64.24
11
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 1996 Annual Report to
Shareholders is incorporated herein by reference.
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 1996 Annual Report to Shareholders
are incorporated herein by reference.
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 17, 1997 (the Proxy Statement) 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 pages 12 and 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 22 of the Proxy Statement is hereby incorporated
herein by reference. Provided, however, the information provided 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.
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) 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 1996 Annual
Report to Shareholders are incorporated by reference in Item 8.
Management's Statement on Responsibility for Financial Reporting
Report of Ernst & Young LLP, Independent Auditors
Consolidated Statement of Condition--December 31, 1996 and 1995
Consolidated Statement of Earnings--Years ended December 31, 1996, 1995 and
1994
Consolidated Statement of Shareholders' Equity--Years ended December 31,
1996, 1995 and 1994
Consolidated Statement of Cash Flows--Years ended December 31, 1996, 1995
and 1994
Notes to Consolidated Financial Statements
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.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1996.
(C) EXHIBITS
The exhibits listed in the Exhibit Index at page 16 of this Form 10-K are
filed herewith or are incorporated herein by reference.
13
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 of the Board, President
and Chief Executive Officer
Date: March 24, 1997
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.
/s/ C. Dowd Ritter /s/ Kristen M. Hudak
By___________________________________ By___________________________________
C. DOWD RITTER KRISTEN M. HUDAK
Chairman of the Board, President Senior Executive Vice President
and Chief Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
Date: March 24, 1997
Date: March 24, 1997
/s/ Robert R. Windelspecht
By___________________________________
ROBERT R. WINDELSPECHT
Executive Vice President
Controller
(Principal Accounting Officer)
Date: March 24, 1997
14
* *
By___________________________________ By___________________________________
J. HAROLD CHANDLER JAMES R. MALONE
A Director A Director
Date: March 24, 1997 Date: March 24, 1997
* *
By___________________________________ By___________________________________
RODNEY C. GILBERT CLAUDE B. NIELSEN
A Director A Director
Date: March 24, 1997 Date: March 24, 1997
* *
By___________________________________ By___________________________________
ELMER B. HARRIS BENJAMIN F. PAYTON, PH.D.
A Director A Director
Date: March 24, 1997 Date: March 24, 1997
* *
By___________________________________ By___________________________________
DONALD E. HESS HERBERT A. SKLENAR
A Director A Director
Date: March 24, 1997 Date: March 24, 1997
*
By___________________________________
RONALD L. KUEHN, JR.
A Director
Date: March 24, 1997
- --------
* 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
15
EXHIBIT INDEX
The following is a list of exhibits including items incorporated by
reference. Compensatory plans and arrangements are identified by an asterisk.
3-a Restated Certificate of Incorporation of AmSouth Bancorporation (1)
3-b Bylaws of AmSouth Bancorporation, as amended
4-a Instruments defining the rights of security holders (2)
4-b Stockholder Protection Rights Agreement dated as of June 15, 1989
between AmSouth Bancorporation and AmSouth Bank, National Association
as Rights Agent, 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 (3)
4-c Certificate of Designation and Terms of Series A Preferred Stock of
AmSouth Bancorporation (4)
*10-a AmSouth Bancorporation Executive Incentive Plan (5)
*10-b AmSouth Bancorporation Relocation Policy for Executive Officers
*10-c AmSouth Bancorporation Supplemental Retirement Plan (6)
*10-d AmSouth Bancorporation Long Term Incentive Compensation Plan (7)
*10-e Amendment No. 1 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (8)
*10-f Amendment No. 2 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (9)
*10-g Amendment No. 3 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (10)
*10-h Amendment No. 4 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (11)
*10-i Amendment No. 5 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (12)
*10-j Amendment No. 6 to the AmSouth Bancorporation Long Term Incentive
Compensation Plan (13)
*10-k 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (14)
*10-l Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive
Compensation Plan (15)
*10-m Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive
Compensation Plan (16)
*10-n Director Restricted Stock Plan (17)
*10-o 1997 Performance Incentive Plan (18)
*10-p 1996 Long Term Incentive Compensation Plan
*10-q Amended and Restated Deferred Compensation Plan for Directors of
AmSouth Bancorporation
*10-r AmSouth Bancorporation Supplemental Thrift Plan (19)
*10-s Amendment Number One to the AmSouth Bancorporation Supplemental Thrift
Plan (20)
*10-t Employment Agreement for C. Dowd Ritter (21)
*10-u Amendment to Employment Agreement for C. Dowd Ritter (22)
*10-v Form of Executive Severance Agreement for certain Executive Officers
(23)
*10-w Letter Agreement with Kristen M. Hudak (24)
11 Statement Regarding Computation of Earnings per Share
13 AmSouth Bancorporation's 1996 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 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney
27 Financial Data Schedule
16
NOTES TO EXHIBITS
(1) Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993, incorporated herein by reference
(2) 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
(3) Filed as Exhibit 4-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 1989, 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)
(4) Filed as Exhibit 4-c to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 1989, 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)
(5) Filed as Appendix B to AmSouth's Proxy Statement, dated March 10, 1997,
for the Annual Meeting of Shareholders on April 17, 1997, incorporated
herein by reference
(6) Filed as Exhibit 10-c to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
(7) Filed as part of Exhibit 23 to AmSouth's Form 10-Q Quarterly Report for
the quarter ended March 31, 1984, 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)
(8) Filed as Exhibit 10-e to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1985, 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-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1987, 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(b) to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 1988, 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-i to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1988, 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 Exhibit 10-i to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1994, incorporated herein by reference
(13) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 1995, incorporated herein by reference
(14) Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993, incorporated herein by reference
(15) Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1994, incorporated herein by reference
(16) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 1995, incorporated herein by reference
(17) Filed as Exhibit 4.1 to AmSouth's Registration Statement on Form S-8
(Registration No. 33-58777), incorporated herein by reference
(18) 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
(19) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
(20) Filed as Exhibit 10-r to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1995, incorporated herein by reference
17
(21) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 1995, incorporated herein by reference
(22) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1996, incorporated herein by reference
(23) Agreements in this form have been entered into with the following
Executive Officers: Michael C. Baker, David B. Edmonds, Sloan D. Gibson,
IV, O.B. Grayson Hall, Jr., Kristen M. Hudak, W. Charles Mayer, III,
Candice W. Rogers, E. W. Stephenson, Jr., Alfred W. Swan, Jr. and Stephen
A. Yoder
(24) Filed as Exhibit 10-c to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 1995, incorporated herein by reference
18