-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFp9K4C2NKFIKhbxWbryriiL3f8l2pE4vctZybFNMrABmbv6aWAsX01ubwblxvmD qjji3ODFiUJdbtcT8vPI+g== 0000931763-98-002112.txt : 19980813 0000931763-98-002112.hdr.sgml : 19980813 ACCESSION NUMBER: 0000931763-98-002112 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980812 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSOUTH BANCORPORATION CENTRAL INDEX KEY: 0000003133 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 630591257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-07476 FILM NUMBER: 98684253 BUSINESS ADDRESS: STREET 1: 1900 FIFTH AVENUE NORTH STREET 2: AMSOUTH SONAT TOWER CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053207151 MAIL ADDRESS: STREET 1: 1400 AMSOUTH SONAT TOWER CITY: BRIMINGHAM STATE: AL ZIP: 35288 FORMER COMPANY: FORMER CONFORMED NAME: ALABAMA BANCORPORATION DATE OF NAME CHANGE: 19810527 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BIRMINGHAM CORP DATE OF NAME CHANGE: 19741107 10-K405/A 1 AMENDMENT NO. 1 TO THE FORM 10-K405 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 Commission File Number 1-7476 AMSOUTH BANCORPORATION - ------------------------------------------------------------------------------- (Exact Name of registrant as specified in its charter) DELAWARE 63-0591257 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) AMSOUTH-SONAT TOWER 1900 FIFTH AVENUE NORTH BIRMINGHAM, ALABAMA 35203 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (205) 320-7151 ---------------------------- 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 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 preceeding 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. [X] The aggregate market value of the common equity held by nonaffiliates of the registrant as of February 17, 1998 was $4,359,580,000. (Note 1) As of February 28, 1998 AmSouth Bancorporation had 80,631,759 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, 1997: Part I, Part II Proxy Statement for Annual Meeting to be held April 16, 1998: 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 17, 1998 by its directors and principal executive officers and voting stock held by AmSouth's employee benefit plans. AmSouth has not treated 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 17, 1998. 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. This report is an amendment to AmSouth Bancorporation's annual report on Form 10-K for the year ended December 31, 1997. The report amends Exhibit 27 and adds Exhibits 27.1 to 27.8, which exhibits include restated financial data schedules for the (1) nine month period ended September 30, 1997, (2) six month period ended June 30, 1997, (3) three month period ended March 31, 1997, (4) year ended December 31, 1996, (5) nine month period ended September 30, 1996, (6) six month period ended June 30, 1996, (7) three month period ended March 31, 1996, and (8) year ended December, 31, 1995. The earnings per share amounts in these schedules have been restated in connection with AmSouth Bancorporation's adoption of Financial Accounting Standard No. 128, "Earnings Per Share." 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 By /s/ C. Dowd Ritter -------------------------------------- C. Dowd Ritter Chairman of the Board, President and Chief Executive Officer Date: August 12, 1998 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. By /s/ C. Dowd Ritter By /s/ Sloan D. Gibson, IV --------------------------------- -------------------------------------- C. Dowd Ritter Sloan D. Gibson, IV Chairman of the Board, President Senior Executive Vice President and Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) Date: August 12, 1998 Date: August 12, 1998 By /s/ Robert R. Windelspecht -------------------------------------- Robert R. Windelspecht Executive Vice President Controller (Principal Accounting Officer) Date: August 12, 1998 By * By * -------------------------------- ---------------------------------- J. Harold Chandler Ronald L. Kuehn, Jr. A Director A Director Date: August 12, 1998 Date: August 12, 1998 By * By -------------------------------- ---------------------------------- James E. Dalton, Jr. James R. Malone A Director A Director Date: August 12, 1998 Date: August 12, 1998 By * By * -------------------------------- ---------------------------------- Rodney C. Gilbert Francis A. Newman A Director A Director Date: August 12, 1998 Date: August 12, 1998 By * By * -------------------------------- ---------------------------------- Victoria Jackson Gregoricus Claude B. Nielsen A Director A Director Date: August 12, 1998 Date: August 12, 1998 By * By * -------------------------------- ---------------------------------- Elmer B. Harris Benjamin F. Payton, Ph.D. A Director A Director Date: August 12, 1998 Date: August 12, 1998 By * ---------------------------------- Herbert A. Sklenar A Director Date: August 12, 1998 * 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. By /s/ Carl L. Gorday ---------------------------------- Carl L. Gorday Attorney in Fact EX-27 2 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, THE CONSOLIDATED STATEMENT OF CASH FLOWS OF ITEM 8, AND TABLES 2, 6, 18 AND 19 OF ITEM 7 OF THE AMSOUTH BANCORPORATION FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 658,500 0 19,000 1,406 2,507,690 2,272,154 2,287,004 12,237,668 179,197 18,622,256 12,945,197 2,421,843 236,747 1,633,224 0 0 90,021 1,295,224 18,622,256 1,052,125 322,398 3,265 1,377,788 484,087 701,511 676,277 67,399 7,883 526,192 348,690 348,690 0 0 226,167 2.76 2.73 4.09 71,358 37,797 0 0 179,049 93,985 26,734 179,197 138,108 0 41,089 Restated to reclassify common stock into the appropriate category.
EX-27.1 3 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, THE CONSOLIDATED STATEMENT OF CASH FLOWS, AND TABLES 2, 7 AND 8 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 579,032 0 2,775 2,847 2,138,796 2,341,661 2,354,150 12,107,273 179,126 18,058,198 12,612,633 2,218,875 403,218 1,460,003 0 0 90,021 1,273,448 18,058,198 784,128 243,166 2,278 1,029,572 359,760 523,317 506,255 51,619 6,136 391,091 258,600 258,600 0 0 167,275 2.03 2.01 4.10 67,384 33,466 0 0 179,049 71,121 19,579 179,126 0 0 0 Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share. Available at year end only.
EX-27.2 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, AND TABLES 2,7 AND 8 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 639,588 0 3,075 3,790 2,264,214 2,475,095 2,475,229 12,117,640 179,081 18,353,331 12,613,686 2,869,322 252,335 1,235,215 0 0 90,033 1,292,740 18,353,331 517,350 164,418 1,521 683,289 235,148 346,496 336,793 35,517 4,941 260,004 170,778 170,778 0 0 110,473 1.33 1.32 4.10 73,044 42,918 0 0 179,049 46,841 11,356 179,081 0 0 0 Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share. Available at year end only.
EX-27.3 5 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, AND TABLES 2, 6, AND 7 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 585,108 0 2,275 5,346 2,022,396 2,567,247 2,541,803 12,024,877 179,049 18,014,452 12,389,568 2,509,902 253,343 1,485,346 0 0 90,033 1,286,260 18,014,452 254,172 81,687 809 336,668 115,447 169,501 167,167 17,717 2,406 128,624 84,508 84,508 0 0 54,573 .65 .65 4.12 79,469 32,535 0 0 179,049 22,632 4,915 179,049 0 0 0 Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share. Available at year end only.
EX-27.5 6 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS AND TABLES 3, 7 AND 8 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 632,117 0 26,400 4,238 2,712,197 2,722,661 2,703,451 11,832,637 179,350 18,615,080 12,456,219 3,210,976 243,849 1,305,570 0 0 90,037 1,308,429 18,615,080 750,903 254,475 5,869 1,011,247 392,518 528,322 482,915 46,674 5,224 403,082 207,756 207,756 0 0 131,061 1.54 1.52 3.90 81,007 39,535 0 0 178,451 60,270 14,495 179,350 0 0 0 Adjusted to reflect a three-for-two stock split in April 1997. Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share and adjusted to reflect a three-for-two stock split in April 1997. Available at year end only.
EX-27.6 7 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, AND TABLES 3, 7 AND 8 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 553,049 0 7,575 3,603 2,514,195 2,770,228 2,737,124 11,543,331 178,724 18,140,447 12,959,132 2,891,852 187,533 709,858 0 0 90,043 1,302,029 18,140,447 498,480 164,881 4,313 667,674 265,594 349,814 317,860 29,169 2,841 251,095 152,098 152,098 0 0 95,868 1.13 1.11 3.90 83,583 39,944 0 0 178,451 39,068 10,172 178,724 0 0 0 ADJUSTED TO REFLECT A THREE-FOR-TWO STOCK SPLIT IN APRIL 1997. RESTATED FOR STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, EARNINGS PER SHARE AND ADJUSTED TO REFLECT A THREE-FOR-TWO STOCK SPLIT IN APRIL 1997. AVAILABLE AT YEAR END ONLY.
EX-27.7 8 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS AND TABLES 2, 6 AND 7 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 587,278 0 1,600 3,510 2,534,791 2,574,911 2,565,870 11,476,197 177,930 17,914,386 13,295,064 2,381,415 207,857 660,496 0 0 90,045 1,279,509 17,914,386 250,828 78,693 1,843 331,364 133,758 173,659 157,705 15,120 1,457 122,771 74,832 74,832 0 0 47,163 .55 .54 3.91 90,919 40,110 0 0 178,451 20,626 4,985 177,930 0 0 0 Adjusted to reflect a three-for-two stock split in April 1997. Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share and adjusted to reflect a three-for-two stock split in April 1997. Available at year end only.
EX-27.8 9 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF CONDITION AND THE CONSOLIDATED STATEMENT OF EARNINGS OF ITEM 8 AND TABLES 3, 16, 20, AND 21 OF ITEM 7 OF THE AMSOUTH BANCORPORATION FORM 10-K AND FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 651,641 0 1,775 2,978 2,479,813 2,167,009 2,193,421 11,743,273 178,451 17,738,795 13,420,287 2,339,826 154,308 440,899 0 0 90,045 1,293,430 17,738,795 1,011,320 254,737 6,882 1,272,939 551,611 679,396 593,543 40,139 3,717 509,898 275,177 275,177 0 0 174,955 2.00 1.98 3.87 96,246 39,618 0 0 171,167 47,282 12,674 178,451 152,547 0 25,904 Adjusted to reflect a three-for-two stock split in April 1997. Restated for Statement of Financial Accounting Standards No. 128, Earnings Per Share, and adjusted to reflect a three-for-two stock split in April 1997.
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