-----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, VRKcf5Z2fauixNVVdp4qXdvaL0scmo0pgv0GoFq8icZ7W0qqFhbbvzWoK/pwuppP BQKXoOhNiz5Ini3hgiLq0w== 0001021408-97-000098.txt : 19970329 0001021408-97-000098.hdr.sgml : 19970329 ACCESSION NUMBER: 0001021408-97-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970320 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970328 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07476 FILM NUMBER: 97568126 BUSINESS ADDRESS: STREET 1: 1400 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 8-K 1 FORM 8-K 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 March 20, 1997 Date of Report (Date of earliest event reported) AMSOUTH BANCORPORATION (Exact name of registrant as specified in its charter) Delaware 1-7476 63-0591257 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) AmSouth-Sonat Tower 1900 5th Avenue North Birmingham, Alabama 35203 (Address, including zip code, of principal executive office) (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 report the following: On March 20, 1997, AmSouth issued a press release announcing the approval of the Board of Directors of (a) a three-for-two stock split in the form of a stock dividend in which each holder will receive one-half share of common stock for each share held, payable April 30, 1997 to shareholders of record on April 4, 1997 and (b) the approval of the repurchase of up to four million shares of AmSouth Common Stock (six million shares on a post-split basis) over the next two years. A copy of the press release is attached hereto. A pro forma schedule showing the effect of the three-for-two stock split on selected financial data from the last five years is set forth below. AmSouth Bancorporation Selected Pro Forma Financial Data Per Common Share Assuming Three-for-Two Common Stock Split
1996* 1996 1995 1994 1993 1992 ----------------------------------------- Earnings per common share As reported $3.50 $3.23 $3.00 $2.25 $2.89 $2.50 Pro forma 2.33 2.15 2.00 1.50 1.93 1.67 Cash dividends declared As reported 1.62 1.62 1.54 1.43 1.22 1.07 Pro forma 1.08 1.08 1.03 0.95 0.81 0.71
*Excludes one-time assessment with respect to deposits assessable by the Savings Association Insurance Fund. Item 7. Financial Statements and Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K. Exhibit No. Exhibit 99 Press Release dated March 20, 1997 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: March 27, 1997 EX-99 2 PRESS RELEASE DATED MARCH 20, 1997 Exhibit 99 - -------------------------------------------------------------------------------- News Release AmSouth Bancorporation Post Office Box 11007 Birmingham, Alabama 35288 - -------------------------------------------------------------------------------- AMSOUTH FOR IMMEDIATE RELEASE Contact: (Investment Community) List Underwood (205) 801-0265 (News Media) Jim Underwood (205) 326-5184 AmSouth Bancorporation Board announces 3-for-2 stock split and approves additional stock repurchase BIRMINGHAM, ALABAMA, MARCH 20, 1997 -- The board of directors of AmSouth Bancorporation (NYSE: ASO) today authorized a three-for-two stock split in the form of a 50 percent stock dividend payable April 30, 1997, to stockholders of record as of April 4, 1997. As a result of the three-for-two stock split, shareholders of record as of April 4 will receive one additional share for every two shares held. Cash will be paid in lieu of fractional shares. AmSouth's board also authorized the company to repurchase up to four million shares of the company's outstanding common stock. This equates to six million shares on a post-split basis. The shares will be used to fund stock issued under the company's dividend reinvestment and employee benefit plans, or for general corporate purposes.The program authorizes purchases to be made from time to time over the next two years. In the first quarter of 1997, AmSouth repurchased 800,000 shares of stock in conjunction with a July 1996 board authorization to repurchase approximately 2.8 million shares. Approximately 350,000 shares remain to be purchased under the 1996 authorization. Commenting on the board's actions, AmSouth Bancorporation chairman, president and chief executive officer, C. Dowd Ritter, said, "The three-for-two stock split and new stock repurchase program reflect the confidence we have in the future of our company and are consistent with our goal of enhancing shareholder value." AmSouth Bancorporation is a regional bank holding company with headquarters in Birmingham, Alabama. At December 31, 1996, the corporation reported assets of $18.4 billion. AmSouth operates 272 banking offices in Alabama, Florida, Tennessee and northwest Georgia, and a network of more than 600 ATMs at strategic locations throughout its key markets. AmSouth, or its subsidiaries, also engages in mortgage banking, commercial banking, trust services and investment management. -----END PRIVACY-ENHANCED MESSAGE-----