-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VtnB4ERoUSFgNpZwNhovqmFLhhhCiVSWYDNz/V9A9UDRjoAsYYtOR76ypSjvgvzL jNp2BZGbBgSY2BzgwgW7DQ== 0000950109-94-001869.txt : 19941017 0000950109-94-001869.hdr.sgml : 19941017 ACCESSION NUMBER: 0000950109-94-001869 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941014 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941014 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSOUTH BANCORPORATION CENTRAL INDEX KEY: 0000003133 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 630591257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07476 FILM NUMBER: 94552811 BUSINESS ADDRESS: STREET 1: 1400 AMSOUTH SONAT TOWER STREET 2: P.O. BOX 11007 CITY: BIRMINGHAM STATE: AL ZIP: 35288 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 8-K 1 CURRENT REPORT 10/14/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 October 14, 1994 (Date of earliest event reported) AMSOUTH BANCORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 1-7476 63-0591257 (Commission File Number) (I.R.S. Employer Identification Number) 1400 AmSouth - Sonat Tower Birmingham, Alabama 35203 (Address of executive offices) (205) 320-7151 (Registrant's telephone number, including area code) Item 5. Other Events ------------ AmSouth Bancorporation ("AmSouth") is filing this Current Report on Form 8-K to present pro forma financial statements that give effect to the pending mergers and acquisitions as of June 30, 1994, described below. Pending Mergers and Acquisitions as of June 30, 1994 . On March 9, 1994, AmSouth signed an agreement to acquire The Bank of Tampa, which is located in Tampa, Florida, and its parent company, The Tampa Banking Company ("Tampa"). At June 30, 1994, Tampa had total consolidated assets of approximately $218.9 million and total consolidated deposits of approximately $203.7 million. Under the terms of the agreement, AmSouth will issue 1.5592 shares of AmSouth Common Stock for each of the outstanding shares of Tampa common stock, subject to adjustment. At June 30, 1994, Tampa had approximately 628,000 shares of common stock outstanding. The acquisition will be accounted for as a pooling of interests under GAAP. . On March 31, 1994, AmSouth signed an agreement to acquire Community Federal Savings Bank ("Community"), headquartered in Fort Oglethorpe, Georgia. At June 30, 1994, Community had total assets of approximately $102.8 million and total deposits of approximately $88.4 million. Under the terms of the agreement, AmSouth will pay $65.50 for each of the outstanding shares of Community common stock for a total purchase price of approximately $17.2 million. The acquisition will be accounted for as a purchase under GAAP. Item 7. Financial Statements and Exhibits --------------------------------- Listed below are the financial statements and pro forma financial information filed as part of this report. (A) Financial Statements of Business Acquired: None required. (B) Pro Forma Financial Information: The following unaudited pro forma combined condensed financial statements are attached. Unaudited Pro Forma Combined Condensed Statement of Condition as of June 30, 1994 Unaudited Pro Forma Combined Condensed Statement of Earnings for the six months ended June 30, 1994 and the year ended December 31, 1993. (C) Exhibits: None UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma combined condensed statement of condition as of June 30, 1994, gives effect to (i) the pending acquisition of Tampa by AmSouth, assuming the acquisition is accounted for as a pooling of interests and (ii) the pending acquisition of Community, assuming the acquisition is treated as a purchase for accounting purposes, as if all such transactions had been consummated on June 30, 1994. The following unaudited pro forma combined condensed statement of earnings for the six months ended June 30, 1994, gives effect to (i) the pending acquisition of Tampa, assuming the acquisition is accounted for as a pooling of interests and (ii) the pending acquisition of Community and the June 23, 1994, acquisition of Fortune Bancorp, Inc. ("Fortune"), assuming that the acquisitions are treated as purchases for accounting purposes, as if all such transactions had been consummated on January 1, 1993. The following unaudited pro forma combined condensed statement of earnings for the twelve months ended December 31, 1993, gives effect to (i) the then pending acquisitions of Orange Banking Corporation ("OBC"), FloridaBank, a Federal Savings Bank ("FloridaBank"), Parkway Bancorp, Inc. ("Parkway"), First Federal Savings Bank, Calhoun, Georgia ("Calhoun"), Citizens National Corporation ("Citizens"), and Tampa, assuming the acquisitions are accounted for as poolings of interests; and (ii) the then pending acquisitions of Fortune and Community, and the December 9, 1993, acquisition of Mid-State Federal Savings Bank ("Mid-State Federal"), assuming that the acquisitions are treated as purchases for accounting purposes, as if all such transactions had been consummated on January 1, 1993. The unaudited pro forma combined condensed financial statements are presented for information purposes only and are not necessarily indicative of the combined financial position or results of operations that would actually have occurred if the transactions had been consummated in the past or which may be obtained in the future. AMSOUTH BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION JUNE 30, 1994 (In Thousands)
ADJUSTED AMSOUTH ADJUSTMENTS AMSOUTH TAMPA ADJUSTMENTS ------------ ----------- ------------ ---------- ----------- ASSETS Cash and Due From Banks $ 860,654 $ (31,290)(A) $ 829,364 $ 11,417 $ 0 Federal Funds Sold and Securities Purchased Under Agreements to Resell 36,504 0 36,504 16,700 0 Trading Securities 13,202 0 13,202 0 0 Available-for-Sale Securities 1,030,512 0 1,030,512 52,177 0 Held-to-Maturity Securities 3,478,115 0 3,478,115 8,625 0 Mortgage Loans Held for Sale 181,506 0 181,506 0 0 Loans, Net of Unearned Income 10,580,364 0 10,580,364 123,223 0 Less Allowance for Loan Losses 164,746 0 164,746 2,440 0 ------------ ----------- ------------ ---------- ---------- Net Loans 10,415,618 0 10,415,618 120,783 0 Premises and Equipment, Net 287,742 0 287,742 4,559 0 Other Real Estate Owned 35,266 0 35,266 345 0 Intangible Assets 296,545 0 296,545 0 0 Mortgage Servicing Rights 66,438 0 66,438 0 0 Other Assets 635,303 0 635,303 4,307 0 ------------ ----------- ------------ ---------- ---------- $ 17,337,405 $ (31,290) $ 17,306,115 $ 218,913 $ 0 ============ =========== ============ ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits and Interest-Bearing Liabilities: Deposits $ 12,218,955 $ 0 $ 12,218,955 $ 203,671 $ 0 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 2,010,966 0 2,010,966 0 0 Other Borrowed Funds 964,950 0 964,950 1,980 0 Long-Term Debt 521,677 0 521,677 0 0 ------------ ----------- ------------ ---------- ---------- Total Deposits and Interest- Bearing Liabilities 15,716,548 0 15,716,548 205,651 0 Other Liabilities 293,521 0 293,521 533 0 ------------ ----------- ------------ ---------- ---------- Total Liabilities 16,010,069 0 16,010,069 206,184 0 Shareholders' Equity: Preferred Stock 0 0 0 0 0 Common Stock 60,424 (1,000)(A) 59,424 63 (63)(B) 979 (B) Capital Surplus 605,829 (30,290)(A) 575,539 7,353 (916)(B) Retained Earnings 699,898 0 699,898 6,176 Cost of Common Stock in Treasury (24,173) 0 (24,173) 0 0 Deferred Compensation on Restricted Stock (4,087) 0 (4,087) 0 0 Unrealized Losses on Available-for-Sale Securities (10,555) 0 (10,555) (863) 0 ------------ ----------- ------------ ---------- ---------- Total Shareholders' Equity 1,327,336 (31,290) 1,296,046 12,729 0 ------------ ----------- ------------ ---------- ---------- $ 17,337,405 $ (31,290) $ 17,306,115 $ 218,913 $ 0 ============ =========== ============ ========== ========== AMSOUTH & TAMPA TOTAL PRO FORMA PRO FORMA COMBINED COMMUNITY ADJUSTMENTS COMBINED ASSETS Cash and Due From Banks $ 840,781 $ 5,276 $ 0 $ 846,057 Federal Funds Sold and Securities Purchased Under Agreements to Resell 53,204 0 0 53,204 Trading Securities 13,202 0 0 13,202 Available-for-Sale Securities 1,082,689 0 (17,069)(E) 1,065,620 Held-to-Maturity Securities 3,486,740 909 11 (D) 3,487,660 Mortgage Loans Held for Sale 181,506 0 0 181,506 Loans, Net of Unearned Income 10,703,587 93,957 456 (C) 10,798,817 817 (D) Less Allowance for Loan Losses 167,186 731 0 167,917 ------------ ----------- ----------- ------------ Net Loans 10,536,401 93,226 1,273 10,630,900 Premises and Equipment, Net 292,301 1,599 0 293,900 Other Real Estate Owned 35,611 0 0 35,611 Intangible Assets 296,545 0 7,540 (E) 304,085 Mortgage Servicing Rights 66,438 0 100 (D) 66,538 Other Assets 639,610 1,764 (56)(C) 641,318 ------------ ----------- ----------- ------------ $ 17,525,028 $ 102,774 $ (8,201) $ 17,619,601 ============ =========== =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits and Interest-Bearing Liabilities: Deposits $ 12,422,626 $ 88,360 $ 754 (D) $ 12,511,740 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 2,010,966 0 0 2,010,966 Other Borrowed Funds 966,930 3,000 0 969,930 Long-Term Debt 521,677 0 0 521,677 ------------ ----------- ----------- ------------ Total Deposits and Interest- Bearing Liabilities 15,922,199 91,360 754 16,014,313 Other Liabilities 294,054 1,189 441 (C) 296,513 152 (C) 887 (D) (210)(D) ------------ ----------- ----------- ------------ Total Liabilities 16,216,253 92,549 2,024 16,310,826 Shareholders' Equity: Preferred Stock 0 0 0 0 Common Stock 60,403 249 (249)(E) 60,403 Capital Surplus 581,976 2,039 (2,039)(E) 581,976 Retained Earnings 706,074 7,937 (193)(C) 706,074 (503)(D) (7,241)(E) Cost of Common Stock in Treasury (24,173) 0 0 (24,173) Deferred Compensation on Restricted Stock (4,087) 0 0 (4,087) Unrealized Losses on Available-for-Sale Securities (11,418) 0 0 (11,418) ------------ ----------- ----------- ------------ Total Shareholders' Equity 1,308,775 10,225 (10,225) 1,308,775 ------------ ----------- ----------- ------------ $ 17,525,028 $ 102,774 $ (8,201) $ 17,619,601 ============ =========== =========== ============
See Notes to Unaudited Pro Forma Combined Condensed Statement of Condition. AMSOUTH BANCORPORATION NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION JUNE 30, 1994 (Dollars In Thousands Except Share Amounts) (A) Subsequent to June 30, 1994, AmSouth will purchase and retire 1,000,000 shares of its common stock to replenish shares issued in the acquisition of Fortune. (B) Upon consummation of the merger with Tampa, each share of Tampa common stock will be converted into 1.5592 shares of AmSouth Common Stock. The Tampa transaction will be accounted for as a pooling of interests; therefore, the effect upon shareholders' equity will be to increase AmSouth shareholders' equity by the total equity of Tampa. The unaudited pro forma financial statements have been prepared assuming that AmSouth will issue in the aggregate approximately 979,000 (1.5592 X 627,907) shares of AmSouth Common Stock to the shareholders of Tampa. A reclassification from capital surplus to common stock results from the issuance of the shares. (C) The following pro forma adjustments are necessary to record the transactions for Community: (1) To recapture a tax bad debt reserve as a result of the reversal of a special deduction for bad debts allowed for certain savings and loan associations that is not available to commercial banks (441) (2) To write off miscellaneous assets (56) (3) To eliminate deferred loan fees-FASB 91 456 (4) To establish deferred taxes on applicable items above assuming a 38% tax rate (152) -------- $ (193) ========
(D) These amounts reflect purchase accounting adjustments of the book value of the assets and liabilities of Community estimated at fair values. Current market values of investment securities were determined using publicly quoted prices. Certain long-term fixed rate loans and deposits were valued based on prevailing market interest rates. The final purchase accounting adjustments may vary to the extent that the market values of the assets and liabilities change.
Community -------------- Cost of acquisition: Cash consideration $ 17,069 Estimated acquisition costs 887 -------------- $ 17,956 ============== Net assets acquired: Shareholders' equity $ 10,225 Adjustments from Note B (193) Fair value adjustments: Loans 817 Held-to-maturity securities 11 Purchased mortgage servicing rights 100 Deposits (754) ------------- 174 Deferred taxes at 38% on applicable items 210 Cost in excess of fair value of net assets acquired 7,540 -------------- $ 17,956 ==============
The fair market values of the fixed assets and the Federal Home Loan Bank advances are approximately equal to the book value; therefore, no fair value adjustments are necessary. Deferred taxes are established on the net difference between the fair value adjustments and the deductible portion of the estimated acquisition costs. (E) AmSouth is purchasing all of the outstanding shares of Community for a total cash purchase price of $17,069. There is no impact on AmSouth's shareholders' equity, with all of the Community shareholders' equity being eliminated and no new shares of AmSouth being issued. AMSOUTH BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS SIX MONTHS ENDED JUNE 30, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993 (In Thousands Except Per Share Data) SIX MONTHS ENDED JUNE 30, 1994
AMSOUTH & FORTUNE ADJUST- PRO FORMA AMSOUTH FORTUNE (A) MENTS COMBINED TAMPA --------- ------------ --------- ---------- -------- Revenue from Earning Assets $ 457,351 $ 75,714 $ 4,814 (E) $ 537,879 $ 6,869 Interest Expense 186,727 41,386 5,604 (D) 233,645 1,881 (72)(E) --------- ------------ --------- ---------- -------- Gross Interest Margin 270,624 34,328 (718) 304,234 4,988 Provision for Loan Losses 5,181 13,873 0 19,054 400 --------- ------------ --------- ---------- -------- Net Interest Margin 265,443 20,455 (718) 285,180 4,588 Noninterest Revenues 95,772 5,553 0 101,325 903 Noninterest Expenses 236,961 36,114 5,345 (E) 278,420 4,201 --------- ------------ --------- ---------- -------- Income (Loss) Before Applicable Taxes 124,254 (10,106) (6,063) 108,085 1,290 Applicable Income Taxes 42,380 (2,856) (2,130)(D) 38,805 469 1,411 (E) --------- ------------ --------- ---------- -------- Net Income $ 81,874 $ (7,250) $ (5,344) $ 69,280 $ 821 ========= ============ ========= ========== ======== Earnings Per Common Share $ 1.50 ========= Average Common Shares Outstanding 54,558 =========
AMSOUTH, FORTUNE, & TAMPA TOTAL ADJUST- PRO FORMA ADJUST- PRO FORMA MENTS COMBINED COMMUNITY MENTS COMBINED -------- ----------- --------- -------- ----------- Revenue from Earning Assets $ 0 $ 544,748 $ 4,041 $ (68)(F) $ 548,721 Interest Expense 0 235,526 1,769 (101)(F) 237,194 -------- ----------- -------- -------- ----------- Gross Interest Margin 0 309,222 2,272 33 311,527 Provision for Loan Losses 0 19,454 25 0 19,479 -------- ----------- -------- -------- ----------- Net Interest Margin 0 289,768 2,247 33 292,048 Noninterest Revenues 0 102,228 261 0 102,489 Noninterest Expenses 0 282,621 1,285 201 (F) 284,107 -------- ----------- -------- -------- ----------- Income (Loss) Before Applicable Taxes 0 109,375 1,223 (168) 110,430 Applicable Income Taxes 0 39,274 452 8 (F) 39,734 -------- ----------- -------- -------- ----------- Net Income $ 0 $ 70,101 $ 771 $ (176) $ 70,696 ======== =========== ======== ======== =========== Earnings Per Common Share $ 1.20 =========== Average Common Shares Outstanding 59,011 ===========
TWELVE MONTHS ENDED DECEMBER 31, 1993 AMSOUTH & MID-STATE FEDERAL MID-STATE ADJUST- PRO FORMA AMSOUTH FEDERAL (G) MENTS COMBINED FORTUNE (B) --------- ----------- --------- ---------- ----------- Revenue from Earning Assets $ 776,961 $ 55,074 $ (3,417)(H) $ 828,618 $ 162,836 Interest Expense 314,884 28,324 (2,418)(H) 340,790 93,291 --------- ----------- --------- ---------- ----------- Gross Interest Margin 462,077 26,750 (999) 487,828 69,545 Provision for Loan Losses 18,980 2,937 0 21,917 17,691 --------- ----------- --------- ---------- ----------- Net Interest Margin 443,097 23,813 (999) 465,911 51,854 Noninterest Revenues 194,361 7,679 0 202,040 3,146 Noninterest Expenses 420,087 17,708 1,962 (H) 439,757 57,009 --------- ----------- --------- ---------- ----------- Income Before Applicable Taxes 217,371 13,784 (2,961) 228,194 (2,009) Applicable Income Taxes 71,144 5,880 (448)(H) 76,576 (3,673) --------- ----------- --------- ---------- ----------- Net Income $ 146,227 $ 7,904 $ (2,513) $ 151,618 $ 1,664 ========= =========== ========= ========== =========== Earnings Per Common Share $ 3.10 ========= Average Common Shares Outstanding 47,153 =========
TWELVE MONTHS ENDED DECEMBER 31, 1993 AMSOUTH, AMSOUTH, MID-STATE MID-STATE FEDERAL, FEDERAL & FORTUNE & FORTUNE TAMPA ADJUST- PRO FORMA ADJUST- PRO FORMA MENTS COMBINED TAMPA MENTS COMBINED** ---------- ----------- ------- ----- ----------- Revenue from Earning Assets $ 11,404 (E) $ 1,002,858 $ 13,223 $ 0 $ 1,016,081 Interest Expense (1,704)(C) 443,395 3,678 0 447,073 11,209 (D) (191)(E) ---------- ----------- ------- ----- ----------- Gross Interest Margin 2,090 559,463 9,545 0 569,008 Provision for Loan Losses 0 39,608 1,044 0 40,652 ---------- ----------- ------- ----- ----------- Net Interest Margin 2,090 519,855 8,501 0 528,356 Noninterest Revenues 0 205,186 1,918 0 207,104 Noninterest Expenses 11,022 (E) 507,788 7,985 0 515,773 ---------- ----------- ------- ----- ----------- Income Before Applicable Taxes (8,932) 217,253 2,434 0 219,687 Applicable Income Taxes 648 (C) 72,682 858 0 73,540 (4,259)(D) 3,390 (E) ---------- ----------- ------- ----- ----------- Net Income $ (8,711) $ 144,571 $ 1,576 $ 0 $ 146,147 ========== =========== ======= ===== =========== Earnings Per Common Share Average Common Shares Outstanding
** Continued on next page See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings. AMSOUTH BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS SIX MONTHS ENDED JUNE 30, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993 (In Thousands Except Per Share Data)
TWELVE MONTHS ENDED DECEMBER 31, 1993 AMSOUTH, AMSOUTH, MID-STATE MID-STATE FEDERAL, FEDERAL, FORTUNE, FORTUNE & TAMPA & TAMPA COMMUNITY PRO FORMA ADJUST- PRO FORMA COMBINED** COMMUNITY MENTS COMBINED PARKWAY --------- --------- -------- --------- ------ Revenue from Earning Assets $1,016,081 $ 8,223 $ (150)(F) $1,024,154 $ 8,425 Interest Expense 447,073 3,386 (251)(F) 450,208 3,791 --------- --------- -------- --------- ------ Gross Interest Margin 569,008 4,837 101 573,946 4,634 Provision for Loan Losses 40,652 82 0 40,734 319 --------- --------- -------- --------- ------ Net Interest Margin 528,356 4,755 101 533,212 4,315 Noninterest Revenues 207,104 78 0 207,182 1,566 Noninterest Expenses 515,773 2,250 406 (F) 518,429 4,220 --------- --------- -------- --------- ------ Income Before Applicable Taxes 219,687 2,583 (305) 221,965 1,661 Applicable Income Taxes 73,540 914 28 (F) 74,482 631 --------- --------- -------- --------- ------ Net Income $ 146,147 $ 1,669 $ (333) $ 147,483 $ 1,030 ========== ========== ========= ========== =======
AMSOUTH, AMSOUTH, MID-STATE MID-STATE FEDERAL, FEDERAL, FORTUNE, FORTUNE, TAMPA, TAMPA, COMMUNITY, COMMUNITY PARKWAY & & PARKWAY CALHOUN ADJUST- PRO FORMA ADJUST- PRO FORMA MENTS COMBINED CALHOUN (J) MENTS COMBINED*** ------- ----------- ---------- -------- ------------ Revenue from Earning Assets $ 0 $ 1,032,579 $ 5,284 $ 0 $ 1,037,863 Interest Expense (118)(I) 453,881 2,107 0 455,988 ------- ----------- ---------- -------- ------------ Gross Interest Margin 118 578,698 3,177 0 581,875 Provision for Loan Losses 0 41,053 119 0 41,172 ------- ----------- ---------- -------- ------------ Net Interest Margin 118 537,645 3,058 0 540,703 Noninterest Revenues 0 208,748 535 0 209,283 Noninterest Expenses 0 522,649 1,678 0 524,327 ------- ----------- ---------- -------- ------------ Income Before Applicable Taxes 118 223,744 1,915 0 225,659 Applicable Income Taxes 45 (I) 75,158 692 0 75,850 ------- ----------- ---------- -------- ------------ Net Income $ 73 $ 148,586 $ 1,223 $ 0 $ 149,809 ======= =========== ========== ======== ============
** Continued from prior page *** Continued to next page See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings. AMSOUTH BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS SIX MONTHS ENDED JUNE 30, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993 (In Thousands Except Per Share Data) TWELVE MONTHS ENDED DECEMBER 31, 1993
AMSOUTH, AMSOUTH, MID-STATE MID-STATE FEDERAL, FEDERAL, FORTUNE, FORTUNE, TAMPA, TAMPA, COMMUNITY, COMMUNITY, PARKWAY, PARKWAY & CALHOUN & CALHOUN CITIZENS PRO FORMA ADJUST- PRO FORMA COMBINED*** CITIZENS MENTS COMBINED OBC ------------ ----------- ---------- ----------- ---------- Revenue from Earning Assets $ 1,037,863 $ 20,994 $ 0 $ 1,058,857 $ 25,495 Interest Expense 455,988 8,259 0 464,247 6,383 ----------- ----------- --------- ----------- ---------- Gross Interest Margin 581,875 12,735 0 594,610 19,112 Provision for Loan Losses 41,172 1,731 0 42,903 6,400 ----------- ----------- --------- ----------- ---------- Net Interest Margin 540,703 11,004 0 551,707 12,712 Noninterest Revenues 209,283 1,310 0 210,593 6,390 Noninterest Expenses 524,327 8,763 0 533,090 19,386 ----------- ----------- --------- ----------- ---------- Income Before Applicable Taxes 225,659 3,551 0 229,210 (284) Applicable Income Taxes 75,850 1,235 0 77,085 45 ----------- ----------- --------- ----------- ---------- Net Income $ 149,809 $ 2,316 $ 0 $ 152,125 $ (329) =========== =========== ========= =========== ========== Earnings Per Common Share Average Common Shares Outstanding
AMSOUTH, MID-STATE FEDERAL, FORTUNE, TAMPA, COMMUNITY, PARKWAY, CALHOUN, CITIZENS & OBC TOTAL ADJUST- PRO FORMA FLORIDA- ADJUST- PRO FORMA MENTS COMBINED BANK MENTS COMBINED ----------- ----------- --------- ----------- ---------- Revenue from Earning Assets $ 0 $ 1,084,352 $ 17,177 $ 0 $1,101,529 Interest Expense 0 470,630 9,806 0 480,436 ----------- ----------- --------- ----------- ---------- Gross Interest Margin 0 613,722 7,371 0 621,093 Provision for Loan Losses 0 49,303 445 0 49,748 ----------- ----------- --------- ----------- ---------- Net Interest Margin 0 564,419 6,926 0 571,345 Noninterest Revenues 0 216,983 2,008 0 218,991 Noninterest Expenses 0 552,476 10,239 0 562,715 ----------- ----------- --------- ----------- ---------- Income Before Applicable Taxes 0 228,926 (1,305) 0 227,621 Applicable Income Taxes 0 77,130 (304) 0 76,826 ----------- ----------- --------- ----------- ---------- Net Income $ 0 $ 151,796 $ (1,001) $ 0 $ 150,795 =========== =========== ========= =========== ========== Earnings Per Common Share $ 2.58 ========== Average Common Shares Outstanding 58,413 ==========
*** Continued from prior page See Notes to Unaudited Pro Forma Combined Condensed Statement of Earnings. AMSOUTH BANCORPORATION NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS SIX MONTHS ENDED JUNE 30, 1994 AND TWELVE MONTHS ENDED DECEMBER 31, 1993 (In Thousands Except Per Share Amounts) (A) On June 23, 1994, Fortune was merged into AmSouth in a transaction accounted for as a purchase under GAAP. Therefore, the Unaudited Pro Forma Combined Condensed Statement of Condition at June 30, 1994, includes the balances acquired from Fortune as well as the necessary purchase accounting adjustments. Included in the Unaudited Pro Forma Combined Condensed Statement of Earnings for the six months ended June 30, 1994, is the Fortune statement of earnings for the period January 1, 1994 through June 23, 1994. (B) The amounts for the twelve months ended December 31, 1993 are reconciled with the reported operating results of Fortune for the year ended September 30, 1993 as follows:
Year Deduct Three Add Three Twelve Months Ended Months Ended Months Ended Ended September 30, December 31, December 31, December 31, 1993 1992 1993 1993 ------------- ------------ ------------ ------------- Revenue from Earning Assets $168,651 $ 44,648 $ 38,833 $162,836 Interest Expense 97,665 26,431 22,057 93,291 -------- -------- -------- -------- Gross Interest Margin 70,986 18,217 16,776 69,545 Provision for Loan Losses 13,819 5,296 9,168 17,691 -------- -------- -------- -------- Net Interest Margin 57,167 12,921 7,608 51,854 Noninterest Revenues 9,147 7,920 1,919 3,146 Noninterest Expenses 55,430 13,793 15,372 57,009 -------- -------- -------- -------- Income Before Applicable Taxes 10,884 7,048 (5,845) (2,009) Applicable Income Taxes 1,650 2,991 (2,332) (3,673) -------- -------- -------- -------- Net Income $ 9,234 $ 4,057 $ (3,513) $ 1,664 ======== ======== ======== ========
(C) To eliminate interest expense on $17,044 of Fortune's 10% subordinated convertible debentures which were outstanding during 1993 and were converted or redeemed during January 1994.
Year Ended December 31, 1993 ------------ Decrease in Interest Expense $1,704 Decrease in Pro Forma Net Income due to 38% Taxes (648) ------ Increase in Pro Forma Net Income $1,056 ======
(D) To record interest expense on $144,627 (the cash consideration paid to Fortune shareholders) of 7.75% Subordinated Notes Due 2004 issued by AmSouth.
Six Months Year Ended Ended December 31, June 30, 1993 1994 ------------ ---------- Increase in Interest Expense $(11,209) $ (5,604) Increase in Pro Forma Net Income due to 38% Taxes 4,259 2,130 -------- -------- Decrease in Pro Forma Net Income $ (6,950) $ (3,474) ======== ========
(E) Fortune's accretion and amortization of purchase price adjustments resulting from the adjustments to estimated fair values are as follows:
Purchase Twelve Months Six Months Discount Ended December 31, 1993 Ended June 30, 1994 (Premium) Accretion (Amortization) Accretion (Amortization) ------------------------------------------------------------------- Loans $ 35,125 $ 8,771 3,761 Held-to-Maturity Securities 7,898 2,633 $ 1,053 --------- --------- Increase in Revenues from Earning Assets $ 11,404 $ 11,404 $ 4,814 $ 4,814 ========= ========= Deposits 2,617 $ 1,820 $ 465 Other Borrowings (2,536) (1,629) (393) --------- --------- Decrease in Interest Expense $ 191 191 $ 72 72 ========= ========= Fixed Assets-Buildings and Land 9,553 $ 478 $ 239 Purchased Mortgage Servicing Rights (9,250) (2,313) (991) Interest Rate Cap (1,480) (740) (370) Miscellaneous Asset (2,000) (100) (50) Excess of Cost Over Fair Value of Net Assets Acquired (166,932) (8,347) (4,173) --------- --------- Increase in Noninterest Expenses $ (11,022) (11,022) $ (5,345) (5,345) ========= ========= Decrease in Pro Forma Net Income due to 38% taxes (3,390) (1,411) --------- --------- Decrease in Pro Forma Net Income $ (2,817) $ (1,870) ========= =========
The expected decrease for each of the twelve months ended December 31, indicated below, on future net income and shareholders' equity of the projected aggregate purchase accounting adjustments reflected in the accompanying unaudited pro forma combined condensed financial statements assuming the merger was consummated on January 1, 1993 are as follows: 1994 $ (3,743) 1995 (4,351) 1996 (5,237) 1997 (6,068) 1998 (6,949)
The Excess of Cost Over Fair Value of Net Assets Acquired is being amortized on a straight line basis over twenty years. The accretion (amortization) of all other items is generally over a shorter period and generally on an accelerated method. Therefore, the expected decrease for each of the twelve months ended December 31, 1994 - 1998 on future net income and shareholders' equity increases each year. (F) Community's accretion and amortization of purchase price adjustments resulting from the adjustments to estimated fair values, as set forth in Note (C) of Notes to Unaudited Pro Forma Combined Condensed Statement of Condition are as follows:
Purchase Twelve Months Six Months Discount Ended December 31, 1993 Ended June 31, 1994 (Premium) Accretion (Amortization) Accretion (Amortization) ------------------------------------------------------------------- Loans $ (817) $ (149) $ (67) Held-to-Maturity Securities (11) (1) (1) ------- ------- Decrease in Revenues from Earning Assets $ (150) $ (150) $ (68) $ (68) ======= ======= Deposits 754 $ 251 $ 101 ------- ------- Decrease in Interest Expense $ 251 251 $ 101 101 ======= ======= Purchased Mortgage Servicing Rights (100) $ (29) $ (12) Excess of Cost Over Fair Value of Net Assets Acquired (7,540) (377) (189) ------- ------- Increase in Noninterest Expenses $ (406) (406) $ (201) (201) ======= ======= Decrease in Pro Forma Net Income due to 38% taxes (28) (8) ------- ------- Decrease in Pro Forma Net Income $ (333) $ (176) ======= =======
The expected decrease for each of the twelve months ended December 31, indicated below, on future net income and shareholders' equity of the projected aggregate purchase accounting adjustments reflected in the accompanying unaudited pro forma combined condensed financial statements assuming the merger was consummated on January 1, 1993 are as follows: 1994 $ (371) 1995 (390) 1996 (409) 1997 (428) 1998 (447)
The Excess of Cost Over Fair Value of Net Assets Acquired is being amortized on a straight line basis over twenty years. The accretion (amortization) of all other items is generally over a shorter period and generally on an accelerated method. Therefore, the expected decrease for each of the twelve months ended December 31, 1994 - 1998 on future net income and shareholders' equity increases each year. (G) On December 9, 1993, Mid-State Federal was merged into AmSouth Bank of Florida, a wholly owned subsidiary of AmSouth, in a transaction accounted for as a purchase under GAAP. Therefore, the Unaudited Pro Forma Combined Condensed Statement of Condition at June 30, 1994, includes the balances acquired from Mid-State Federal, as well as, the necessary purchase accounting adjustments. Included in the Unaudited Pro Forma Combined Condensed Statement of Earnings for the twelve months ended December 31, 1993, is the Mid-State Federal statement of earnings for the twelve months ended September 30, 1993, the last available twelve month period (which is representative of normal operations). (H) Mid-State Federal's accretion and amortization of purchase price adjustments resulting from the adjustments to fair values are as follows:
Purchase Twelve Months Discount Ended December 31, 1993 (Premium) Accretion (Amortization) --------- ------------------------ Investment Securities $ (4,629) $ (839) Loans (7,707) (2,578) -------- Decrease in Revenues from Earning Assets $ (3,417) $ (3,417) ======== Deposits 5,156 $ 1,901 Other Borrowings 1,293 517 -------- Decrease in Interest Expense $ 2,418 2,418 ======== Fixed Assets-Buildings and Land (1,722) $ (86) Purchased Mortgage Servicing Rights (378) (95) Excess of Cost Over Fair Value of Net Assets Acquired (35,619) (1,781) -------- Increase in Noninterest Expenses $ (1,962) (1,962) ======== Increase in Pro Forma Net Income due to 38% taxes 448 -------- Decrease in Pro Forma Net Income $ (2,513) ========
The expected decrease for each of the twelve months ended December 31, indicated below, on future net income and shareholders' equity of the projected aggregate purchase accounting adjustments reflected in the accompanying unaudited pro forma combined condensed financial statements assuming the merger was consummated on January 1, 1993 are as follows: 1994 $ (2,324) 1995 (2,294) 1996 (2,227) 1997 (2,258) 1998 (2,081)
(I) To eliminate interest expense on $1,310 of Parkway's 9% convertible subordinated debentures which were outstanding during 1993 and were converted or redeemed during the first quarter of 1994.
Year Ended December 31, 1993 ------------ Decrease in Interest Expense $ 118 Decrease in Pro Forma Net Income due to 38% Taxes (45) ------- Increase in Pro Forma Net Income $ 73 =======
(J) The amounts for the twelve months ended December 31, 1993 are reconciled with the reported operating results of Calhoun for the year ended September 30, 1993 as follows:
Year Deduct Three Add Three Twelve Months Ended Months Ended Months Ended Ended September 30, December 31, December 31, December 31, 1993 1992 1993 1993 ------------- ------------ ------------ ------------- Revenue from Earning Assets $ 5,382 $ 1,392 $ 1,294 $ 5,284 Interest Expense 2,183 584 508 2,107 ------- ------- ------- ------- Gross Interest Margin 3,199 808 786 3,177 Provision for Loan Losses 125 31 25 119 ------- ------- ------- ------- Net Interest Margin 3,074 777 761 3,058 Noninterest Revenues 520 123 138 535 Noninterest Expenses 1,587 390 481 1,678 ------- ------- ------- ------- Income Before Applicable Taxes 2,007 510 418 1,915 Applicable Income Taxes 722 174 144 692 ------- ------- ------- ------- Net Income $ 1,285 $ 336 $ 274 $ 1,223 ======= ======= ======= =======
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMSOUTH BANCORPORATION By: /s/ Carl L. Gorday ---------------------------------- Carl L. Gorday Assistant Secretary Date: October 14, 1994 -----END PRIVACY-ENHANCED MESSAGE-----