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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, 2001
Commission File Number 1-7476
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AmSouth Bancorporation
(Exact Name of registrant as specified in its charter)
Delaware 63-0591257
(State or other
jurisdiction of (I.R.S. Employer
Incorporation or
Organization) Identification No.)
AmSouth Center, 1900 Fifth Avenue North, Birmingham, Alabama 35203
(Address of principal executive offices) ( Zip Code)
(205) 320-7151
Registrant's telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Common Stock, par value New York Stock Exchange
$1.00 per share
Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of the common equity held by nonaffiliates of the
registrant as of February 19, 2002 was $7,331,720,080. (Note 1)
As of February 28, 2002, AmSouth Bancorporation had 362,783,423 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, 2001: Part I,
Part II
Proxy Statement for Annual Meeting to be held April 18, 2002: 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 19, 2002 by its directors and principal executive officers and
voting stock held by AmSouth's employee benefit plans; AmSouth has not treated
for purposes of this response stock held by any of AmSouth's subsidiaries as
pledgee or in a fiduciary capacity as stock held by affiliates of AmSouth.
AmSouth had no nonvoting common equity outstanding at February 19, 2002.
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.................................................................... 7
Item 4. Submission of Matters to a Vote of Security Holders.................................. 7
Executive Officers of the Registrant.......................................................... 8
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................ 9
Item 6. Selected Financial Data.............................................................. 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures about Market Risk........................... 10
Item 8. Financial Statements and Supplementary Data.......................................... 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 10
PART III
Item 10. Directors and Executive Officers of the Registrant................................... 11
Item 11. Executive Compensation............................................................... 11
Item 12. Security Ownership of Certain Beneficial Owners and Management....................... 11
Item 13. Certain Relationships and Related Transactions....................................... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..................... 12
SIGNATURES.................................................................................... 13
EXHIBIT INDEX................................................................................. 15
PART I
ITEM 1. BUSINESS
General
AmSouth Bancorporation (AmSouth) is a financial holding company and bank
holding company, which was organized in 1970 as a Delaware corporation and
began doing business in 1972. AmSouth offers a broad range of bank and
bank-related services through its principal subsidiary AmSouth Bank (the Bank)
and its other subsidiaries. At December 31, 2001, AmSouth had total
consolidated assets of approximately $38.6 billion.
The Bank is an Alabama banking corporation and a wholly owned subsidiary of
AmSouth. As of December 31, 2001, the Bank had total consolidated assets of
approximately $38.6 billion and total consolidated deposits of approximately
$26.3 billion and was the 21st largest U.S. based commercial bank in terms of
total assets. As of December 31, 2001, the assets of the Bank constituted
virtually all of the assets of AmSouth.
AmSouth has three reportable segments: Consumer Banking, Commercial Banking
and Wealth Management. Consumer Banking delivers a full range of financial
services to individuals and small businesses, including loan products such as
residential mortgages, equity lending, credit cards, and loans for automobile
and other personal financing needs, and various products designed to meet the
credit needs of small businesses. Consumer Banking also offers various deposit
products to meet customers' savings and transaction needs. Commercial Banking
meets the requirements of large and middle market corporate customers with a
comprehensive array of credit, treasury management, international and capital
markets services. Included among these are several specialty services such as
real estate finance, asset based lending, commercial leasing and healthcare
banking. Wealth Management is comprised of trust, institutional, retirement and
broker/dealer services. This area includes traditional trust, custody and
agency services as well as a substantial selection of investment management
services.
These services are offered to businesses and individuals through the Bank's
approximately 600 offices located in Alabama, Florida, Tennessee, Mississippi,
Louisiana and Georgia. In addition to these offices, the Bank operates a
network of more than 1,200 automated teller machines that are linked with
shared automated tellers in all 50 states. Further segment information is
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations and Note 22 of the Notes to Consolidated Financial
Statements, both of which are incorporated herein by reference pursuant to
Items 7 and 8 of this Form 10-K.
As of December 31, 2001, AmSouth and its subsidiaries had approximately
11,900 full-time equivalent employees.
Competition
AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee, Mississippi, Louisiana and Georgia, as well as large banks
in major financial centers, and with other financial institutions, such as
savings and loan associations, credit unions, consumer finance companies,
brokerage firms, insurance companies, investment companies, mortgage companies,
and financial service operations of major retailers, including automotive
retailers. Competition is based on a number of factors, including prices,
interest rates, services, and availability of products.
Financial institutions have been permitted to conduct significant activities
on an interstate basis for a number of years pursuant to the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the IBBEA). 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 authorized a bank to merge with a bank in another state as
long as neither of the states had 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
1
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 opted 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. None of the states in which the Bank has
branches has "opted out" of the provisions of the IBBEA permitting interstate
branching by acquisition. Although the management of AmSouth cannot predict
with certainty the full effect of the IBBEA on AmSouth, management believes the
IBBEA resulted in greater consolidation within the banking industry and such
consolidation is likely to continue.
Competition between financial institutions is also affected by the
Gramm-Leach-Bliley Act, which was signed into law in November 1999. This Act
significantly revised the laws regulating banks and bank holding companies and
other providers of financial services, enabling bank holding companies and
foreign banks that meet applicable statutory requirements to engage in a
broader range of services and to compete more efficiently in existing business
lines. The Gramm-Leach-Bliley Act authorizes financial holding companies that
are deemed well capitalized and well managed by the Board of Governors of the
Federal Reserve System (the Federal Reserve Board) to engage in securities,
insurance, and other activities that are financial in nature or incidental or
complementary to a financial activity and that do not pose a substantial risk
to the safety and soundness of depository institutions or the financial system
generally. Subsidiaries of financial holding companies that are insured
depository institutions must have a rating of at least "satisfactory" under the
Community Reinvestment Act of 1977 for such financial holding companies to
engage in these expanded financial activities. The enactment of the
Gramm-Leach-Bliley Act is expected to intensify competition in, and the
consolidation of, the financial services industry. However, the management of
AmSouth cannot currently predict the full impact of the enactment of the
Gramm-Leach-Bliley Act on AmSouth. In 2000, AmSouth elected to be a financial
holding company under the Gramm-Leach-Bliley Act.
Business Combinations
AmSouth continually evaluates business combination opportunities and
sometimes conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations take
place, and transactions involving 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.
Supervision and Regulation
The following discussion addresses the regulatory framework applicable to
financial holding companies, bank holding companies and their subsidiaries, and
provides certain specific information relevant to AmSouth. Regulation of
financial institutions such as AmSouth and its subsidiaries is intended
primarily for the protection of depositors, the deposit insurance funds of the
Federal Deposit Insurance Corporation (the FDIC) and the banking system as a
whole, and generally is not intended for the protection of stockholders or
other investors.
The following is a summary of certain statutes and regulations that apply to
the operation of banking institutions. Changes in the applicable laws, and in
their application by regulatory agencies, cannot necessarily be predicted, but
may have a material effect on the business and results of banking
organizations, including AmSouth.
General
As a financial holding company and bank holding company, AmSouth is subject
to regulation and supervision by the Federal Reserve Board under the Bank
Holding Company Act of 1956, as amended (the BHCA). A financial holding company
may own insured depository institutions and engage through its non-bank
affiliates in a broader range of financial activities than previously
permissible for a bank holding company. These
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new activities include underwriting securities, insurance underwriting,
merchant banking and insurance company investments, in addition to any activity
that the Federal Reserve Board determines by rule or order to be financial in
nature or incidental to such financial activity. The Federal Reserve is
responsible for "umbrella" supervision and examination of financial holding
companies. Other federal and state regulators will regulate, supervise and
examine the "functionally regulated subsidiaries" such as insurance companies
and broker-dealers.
The Bank is a state bank, chartered under the laws of Alabama, and is a
member of the Federal Reserve System. It is generally subject to regulation and
supervision by both the Federal Reserve Board and the Office of the
Superintendent of Banking of the State of Alabama. The Bank is also an insured
depository institution, and, therefore, subject to regulation by the FDIC. In
addition, the Bank is subject to various requirements and restrictions under
federal and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the Bank.
In addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy.
Payment of Dividends
AmSouth is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow for AmSouth, including cash
flow to pay dividends on AmSouth's capital stock and interest and principal on
any debt of AmSouth, is dividends from the Bank. There are statutory and
regulatory limitations on the payment of dividends by the Bank to AmSouth as
well as by AmSouth to its shareholders. The payment of dividends by AmSouth and
the Bank also may be affected by other factors, such as the requirement to
maintain capital at or above regulatory guidelines. See "Capital Adequacy and
Related Matters" below.
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. The Bank is also required by Alabama law to obtain approval of the
Superintendent of the State Banking Department of Alabama prior to the payment
of dividends if the total of all dividends declared by the Bank in any calendar
year will exceed the total of (a) the Bank's net earnings (as defined by
statute) for that year plus (b) its retained net earnings for the preceding two
years, less any required transfers to surplus. Also, no dividends may be paid
from the Bank's surplus without the prior written approval of the
Superintendent.
In addition, as a member of the Federal Reserve System, the 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 income (as reportable in
its Reports of Condition and Income) for that year, plus (b) the Bank's
retained net income (as defined and interpreted by regulation) for the
preceding two years, less any net losses incurred in the current or prior two
years and any required transfers to surplus or a fund for the retirement of
preferred stock.
Furthermore, if, in the opinion of the applicable federal bank regulatory
authority, a bank under its jurisdiction is engaged in or is about to engage in
an unsafe or unsound practice (which, depending on the financial condition of
the bank, could include the payment of dividends), such authority may require,
after notice and a hearing, that such bank cease and desist from such practice.
The Federal Reserve Board has indicated that paying dividends that deplete a
bank's capital base to an inadequate level would be an unsafe and unsound
banking practice. In addition, the Federal Deposit Insurance Act (the FDI Act)
imposes restrictions on the payments of dividends by the Bank, as described
under "Capital Adequacy and Related Matters-Prompt Corrective Action" below.
Moreover, the Federal Reserve Board has issued a policy statement that provides
that bank holding companies and state member banks should generally pay
dividends only out of current operating earnings.
3
Under dividend restrictions imposed under federal and Alabama law, including
those described above, the Bank, without obtaining government approvals, could
declare aggregate dividends in 2002 of an amount equal to $16,000,000 plus its
net income for 2002.
Capital Adequacy and Related Matters
Capital Guidelines
AmSouth is subject to risk-based capital guidelines adopted by the Federal
Reserve Board. The minimum guideline for the ratio of total regulatory capital
(Total Capital) to risk-weighted assets (including certain off-balance-sheet
items, such as standby letters of credit) is 8 percent. At least half of the
Total Capital must be composed of common stockholders' equity, retained
earnings, minority interests in the equity accounts of consolidated
subsidiaries, noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and certain
other intangible assets (Tier 1 Capital). The remainder may consist of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves. At December 31, 2001, AmSouth's consolidated Tier 1 Capital and Total
Capital ratios were 7.72 percent and 10.96 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, 2001 was 6.98
percent. The guidelines also provide that bank holding companies experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve
Board has indicated that it will consider a "Tangible Tier 1 Capital Leverage
Ratio" (deducting all intangibles) and other indicators of capital strength in
evaluating proposals for expansion or new activities.
The Bank is also subject to risk-based and leverage capital requirements,
similar to those described above. The Bank complied with applicable minimum
capital requirements as of December 31, 2001. Neither AmSouth nor the Bank has
been advised by any federal banking agency of any specific minimum Leverage
Ratio requirement applicable to it.
The Federal Reserve Board has adopted modifications to the Tier 1 Capital
and Total Capital ratios applicable to both banks and bank holding companies
that are intended to address "market risk" arising from large trading
portfolios. These modifications are applicable only to banks and bank holding
companies whose trading activities exceed certain thresholds, and to those that
voluntarily comply with the market risk capital requirement. AmSouth is not
subject to, nor has voluntarily adopted, these new requirements.
Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels. However, the
management of AmSouth is unable to predict whether and when higher capital
requirements would be imposed, and, if so, at what levels and on what schedule.
On February 14, 2001, the Federal Reserve Board and other banking regulators
jointly issued a proposed rule that would establish minimum regulatory capital
requirements for equity investments of banks and bank holding companies in
nonfinancial companies. This rule was finalized substantially as proposed on
January 25, 2002, and will go into effect on April 1, 2002. Management does not
expect this rule to have a material impact on AmSouth.
4
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 as well capitalized if
it maintains a Leverage Ratio of at least 5 percent, a risk-adjusted Tier 1
Capital Ratio of at least 6 percent, a Total Capital Ratio of at least 10
percent and is not subject to any order or written directive to maintain any
specific capital level. A state member bank is defined as adequately
capitalized if it maintains a Leverage Ratio of at least 4 percent, a
risk-adjusted Tier 1 Capital Ratio of at least 4 percent, and a Total Capital
Ratio of at least 8 percent. In addition, a state member bank will be
considered: (a) undercapitalized if it fails to meet any minimum required
measure; (b) significantly undercapitalized if it is significantly below such
measure; and (c) critically undercapitalized if it fails to maintain a level of
tangible equity equal to not less than 2 percent of total assets. A state
member bank may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position if it is operating in an unsafe or
unsound manner or receives an unsatisfactory examination rating. AmSouth
believes that at December 31, 2001, the Bank 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 such as
the Bank, and are not directly applicable to holding companies, like AmSouth,
that control such institutions. However, the Federal Reserve Board has
indicated that 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, 2001.
The FDI Act generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized insured depository
institutions are subject to restrictions on borrowing from the Federal Reserve
System. In addition, undercapitalized depository institutions are subject to
growth limitations and are required to submit capital restoration plans. An
insured depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5 percent of the depository
institution's assets at the time it becomes undercapitalized or the amount of
the capital deficiency when the institution fails to comply with the plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. If an
insured depository institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized.
Significantly undercapitalized insured depository institutions may be
subject to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized insured depository institutions are subject
to appointment of a receiver or conservator.
Brokered Deposits and Pass-Through Insurance
The FDIC has adopted regulations under the FDI Act governing the receipt of
brokered deposits. Under the regulations, an FDIC-insured depository
institution cannot accept, roll over or renew brokered deposits unless (a) it
is well capitalized or (b) it is adequately capitalized and receives a waiver
from the FDIC. A depository institution that cannot receive brokered deposits
also cannot offer "pass-through" insurance on certain employee benefit
accounts. Whether or not it has obtained such a waiver, an adequately
capitalized depository institution may not pay an interest rate on any deposits
in excess of 75 basis points over certain prevailing market rates specified by
regulation. There are no such restrictions on a depository institution that is
well capitalized. Because the Bank was well capitalized as of December 31,
2001, AmSouth believes the brokered deposits regulation will have no material
effect on the funding or liquidity of the Bank.
6
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 the Bank. The
Bank (and its subsidiaries) may only engage in borrowing and other "covered
transactions" with nonbank and nonsavings bank affiliates to the following
extent: (a) in the case of any single such affiliate, the aggregate amount of
covered transactions of the Bank and its subsidiaries may not exceed 10 percent
of the capital stock and surplus of the Bank; and (b) in the case of all
affiliates, the aggregate amount of covered transactions of the Bank and its
subsidiaries may not exceed 20 percent of the capital stock and surplus of the
Bank. 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. On May 11, 2001, the
Federal Reserve Board issued proposed Regulation W that would comprehensively
implement statutory restrictions on transactions between a bank and its
affiliates. Regulation W combines the Federal Reserve Board's interpretations
and exemptions relating to Sections 23A and 23B of the Federal Reserve Act with
proposed interpretations of these statutory sections that were affected by the
Gramm-Leach-Bliley Act. For example, Regulation W addresses the definition of
"financial subsidiaries" for the purposes of affiliate transactions and the
valuation of a bank's investment in a financial subsidiary affiliate. To date,
final rules have not been released. AmSouth cannot predict whether and when
proposed Regulation W may be adopted and its possible effect on AmSouth.
Under Federal Reserve Board policy, AmSouth is expected to act as a source
of financial strength to, and to commit resources to support, the Bank. This
support may be required at times when, absent such Federal Reserve Board
policy, AmSouth may not be inclined to provide it. In addition, any capital
loans by a bank holding company to a subsidiary bank are subordinate in right
of payment to deposits and to certain other indebtedness of such subsidiary
bank. In the event of a bank holding company's bankruptcy, any commitment by
the bank holding company to a federal bank regulatory agency to maintain the
capital of a subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
The FDI Act provides that, in the event of the "liquidation or other
resolution" of an insured depository institution, the claims of depositors of
such institution (including claims by the FDIC as subrogee of insured
depositors) and certain claims for administrative expenses of the FDIC as
receiver would be afforded a priority over other general unsecured claims
against the institution including any claims of the bank's holding company as a
creditor. If an insured depository institution fails, insured and uninsured
depositors, along with the FDIC, will be placed ahead of unsecured, nondeposit
creditors, including a parent holding company such as AmSouth, in its capacity
as creditor, in order of priority of payment.
FDIC Deposit Insurance Assessments
The Bank is subject to FDIC deposit insurance assessments pursuant to two
separate assessment schedules, one applicable to those deposits insured by the
Bank Insurance Fund (BIF) and another applicable to those deposits insured by
the Savings Association Insurance Fund (SAIF).
The FDIC's current risk-based system places a bank in one of nine risk
categories, principally on the basis of its capital level and an evaluation of
the bank's risk to the fund, and bases premiums on the probability of loss to
the FDIC with respect to each individual bank. Currently, the FDIC's risk-based
system provides that the highest and lowest annual assessments per $100 of
deposits insured by the BIF or SAIF are $.27 and $0. The assessment rate
schedule is subject to change by the FDIC and accordingly assessment rates
could increase in the future. The Bank's total FDIC assessments were $4.8
million pretax in 2001.
A number of proposals have been made in the last year by various entities
regarding possible changes to the deposit insurance system. For example, in
April 2001, the FDIC issued recommendations for modifying the deposit insurance
system, including proposals to merge the BIF and the SAIF and to index deposit
insurance coverage to respond to inflation. Legislation has been introduced
that would implement certain of these proposals
8
and otherwise modify the assessment scheme applicable to banks. These changes
might result in an increase in the amount that AmSouth pays for deposit
insurance. AmSouth cannot predict whether and in what form such changes may be
adopted and their possible effect on AmSouth.
Liability for Affiliate Insured Depository Institutions
Under the FDI Act, an insured depository institution, such as the Bank, can
be held liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with (a) the default of a commonly controlled
FDIC-insured depository institution or (b) any assistance provided by the FDIC
to any commonly controlled FDIC-insured depository institution "in danger of
default." "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a default is likely to occur in the absence
of regulatory assistance. The Bank is currently the only depository institution
subsidiary of AmSouth. It is possible, however, that AmSouth will have other
depository institution subsidiaries in the future.
ITEM 2. PROPERTIES
The executive offices of AmSouth are located in the AmSouth Center in
downtown Birmingham, Alabama, which is owned by the Bank. The Bank is also a
principal tenant of other multi-story office buildings and has other banking
and operational offices located in its six-state market area.
At December 31, 2001, AmSouth and its subsidiaries had 747 offices
(principally bank buildings) of which 476 were owned and 271 were either leased
or subject to a ground lease.
ITEM 3. LEGAL PROCEEDINGS
Several of AmSouth's subsidiaries are defendants in legal proceedings
arising in the ordinary course of business. Some of these proceedings seek
relief or damages that are substantial. The actions relate to AmSouth's
lending, collections, loan servicing, deposit taking, investment, trust and
other activities.
Among the actions which are pending against AmSouth subsidiaries are actions
filed as class actions. The actions are similar to others that have been
brought in recent years against financial institutions in that they seek
punitive damage awards in transactions involving relatively small amounts of
actual damages. A disproportionately higher number of the more significant
lawsuits against AmSouth are filed in Mississippi relative to the amount of
business done by AmSouth in Mississippi. In addition, lawsuits brought in
Alabama and Mississippi against AmSouth and other corporate defendants
typically demand higher damages than similar lawsuits brought elsewhere, and
often request punitive damages. Legislation has been enacted in Alabama that is
designed to limit the potential amount of punitive damages that can be
recovered in individual cases in the future. However, AmSouth cannot predict
the effect of the legislation at this time.
It may take a number of years to finally resolve some of these legal
proceedings pending against AmSouth subsidiaries, due to their complexity and
for other reasons. It is not possible to determine with any certainty at this
time the corporation's potential exposure from the proceedings. At times, class
actions are settled by defendants without admission or even an actual finding
of wrongdoing but with payment of some compensation to purported class members
and large attorney's fees to plaintiff class counsel. Nonetheless, based upon
the advice of legal counsel, AmSouth's management is of the opinion that the
ultimate resolution of these legal proceedings will not have a material adverse
effect on AmSouth's financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters brought to a vote of security holders during the
fourth quarter of 2001.
7
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 54 Chairman of AmSouth (September 1996 to October 1999 and January 2001 to date)
and AmSouth Bank (September 1996 to date), President and Chief Executive
Officer (January 1996 to date) of AmSouth and AmSouth Bank, and Director of
AmSouth and AmSouth Bank.
Sloan D. Gibson 48 Vice Chairman (April 2000 to date), Chief Financial Officer (October 1997 to
October 1999 and April 2000 to date) and Finance and Credit Group Head (April
2000 to date) of AmSouth and AmSouth Bank. Formerly, Senior Executive Vice
President (October 1994 to April 2000) of AmSouth and AmSouth Bank,
Tennessee/Mississippi/Louisiana Banking Group Head (October 1999 to April
2000) of AmSouth Bank, President and Chief Executive Officer (October 1999 to
December 1999) of First American National Bank, and Finance, Commercial and
Credit Group Head (October 1993 to December 1999) of AmSouth and AmSouth
Bank.
Candice W. Bagby 52 Senior Executive Vice President and Consumer Banking Group Head of AmSouth
and AmSouth Bank (August 1995 to date).
Grayson Hall 44 SeniorExecutive Vice President (December 2000 to date) and Operations and
Technology Group Head (January 1993 to date) of AmSouth and AmSouth Bank.
Formerly, Executive Vice President (June 1994 to December 2000) of AmSouth
and AmSouth Bank.
W. Charles Mayer, III 47 SeniorExecutive Vice President of AmSouth and AmSouth Bank (October 1994 to
date) and Alabama/South Louisiana Banking Group Head (October 1999 to date)
and Commercial Banking Group Head (November 2000 to date) of AmSouth Bank.
Formerly, Alabama/Tennessee/Georgia Banking Group Head (November 1997 to
October 1999), Birmingham City President (May 1995 to December 1998) of
AmSouth Bank, and Alabama Banking Group Head (May 1995 to October 1999).
Beth E. Mooney 47 SeniorExecutive Vice President of AmSouth and AmSouth Bank and Tennessee/
North Louisiana Banking Group Head (June 2000 to date). Formerly, President
(June 1999 to June 2000) of Bank One, NA, Chief Operating Officer (June 1998 to
June 1999) of DPL Incorporated (electric public utility), and Chairman and Chief
Executive Officer (September 1995 to June 1998) Bank One Dayton, NA.
E. W. Stephenson, Jr. 55 SeniorExecutive Vice President of AmSouth (July 1993 to date), Senior Executive
Vice President and Florida Banking Group Head (July 1997 to date) and
Mississippi Banking Group Head (November 2000 to date) of AmSouth Bank.
Formerly, Chairman of the Board and Chief Executive Officer of AmSouth Bank of
Florida (July 1993 to June 1997).
Geoffrey A. von 50 SeniorExecutive Vice President of AmSouth and AmSouth Bank and Wealth
Kuhn Management Group Head (April 2001 to date). Formerly, Head of U.S. Private
Bank for Citigroup (April 2000 to April 2001), Senior Managing Director and Vice
Chairman of Banc One Capital Markets (February 1998 to April 2000), and Senior
Managing Director of Banc One Institutional Investment Services, Inc. (May 1996
to February 1998).
David B. Edmonds 48 Executive Vice President and Human Resources Director of AmSouth and
AmSouth Bank (October 1994 to date).
Stephen A. Yoder 48 Executive Vice President and General Counsel (August 1995 to date) and Secretary
(October 1999 to date) of AmSouth and AmSouth Bank.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AmSouth's common stock, par value $1.00 per share, is listed for trading on
the New York Stock Exchange under the symbol ASO. Quarterly high and low sales
prices of, and cash dividends declared on, AmSouth common stock are set forth
in Note 25 of the Notes to Consolidated Financial Statements, which are
incorporated herein by reference pursuant to Item 8 of this Form 10-K. As of
February 19, 2002, there were approximately 34,632 holders of record of
AmSouth's common stock (including participants in the Dividend Reinvestment and
Common Stock Purchase Plan).
Restrictions on the ability of the Bank to transfer funds to AmSouth at
December 31, 2001, are set forth in Note 18 of the Notes to Consolidated
Financial Statements, which are incorporated herein by reference pursuant to
Item 8 of this Form 10-K. A discussion of certain limitations on the ability of
the Bank to pay dividends to AmSouth, and the ability of AmSouth to pay
dividends on its common stock, is set forth in Part I under the headings
"Supervision and Regulation--Payment of Dividends" and "Supervision and
Regulation--Capital Adequacy and Related Matters."
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five
years.
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
(Dollars in thousands except per share data)
Earnings summary
Net interest income.................... $ 1,394,884 $1,379,103 $ 1,507,944 $ 1,444,284 $ 1,384,729
Provision for loan losses.............. 187,100 227,600 165,626 99,067 83,508
----------- ----------- ----------- ----------- -----------
Net interest income after provision for
loan losses.......................... 1,207,784 1,151,503 1,342,318 1,345,217 1,301,221
Noninterest revenues................... 748,222 669,494 847,560 799,854 658,724
Noninterest expenses................... 1,185,394 1,366,435 1,648,507 1,406,272 1,221,675
----------- ----------- ----------- ----------- -----------
Income before income taxes............. 770,612 454,562 541,371 738,799 738,270
Income taxes........................... 234,266 125,435 200,903 264,725 264,589
----------- ----------- ----------- ----------- -----------
Net income.......................... $ 536,346 $ 329,127 $ 340,468 $ 474,074 $ 473,681
=========== =========== =========== =========== ===========
Earnings per common share.............. $ 1.46 $ 0.86 $ 0.87 $ 1.22 $ 1.20
Diluted earnings per common share...... 1.45 0.86 0.86 1.20 1.18
Cash dividends declared................ 0.85 0.81 0.71 0.57 0.51
Return on average assets............... 1.40% 0.79% 0.81% 1.22% 1.32%
Return on average equity............... 18.56 11.57 10.69 15.33 16.00
Operating efficiency................... 53.72 64.72 69.24 61.97 59.20
Selected year end balances
Loans net of unearned income........... $25,124,493 $24,616,435 $26,266,759 $24,445,296 $24,415,004
Assets................................. 38,600,414 38,935,978 43,415,351 40,639,522 37,381,105
Deposits............................... 26,167,017 26,623,304 27,912,443 28,533,760 27,045,700
Long-term debt......................... 6,102,255 5,883,405 5,603,486 4,392,825 2,247,442
Shareholders' equity................... 2,955,099 2,813,407 2,959,205 3,207,424 3,029,138
9
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
(Dollars in thousands except per share data)
Selected average balances
Loans net of unearned income.......... $24,763,798 $25,879,910 $25,471,295 $24,027,839 $23,753,817
Assets................................ 38,238,393 41,860,171 41,817,240 38,842,481 35,918,328
Deposits.............................. 25,916,181 27,323,133 27,718,029 27,150,710 26,260,410
Long-term debt........................ 6,117,333 6,031,983 5,292,217 3,791,953 1,869,577
Shareholders' equity.................. 2,889,248 2,844,987 3,185,084 3,091,737 2,960,023
Selected ratios
Net interest margin................... 4.20% 3.75% 4.02% 4.14% 4.27%
Allowance for loan losses to loans net
of unearned income.................. 1.45 1.55 1.35 1.51 1.50
Nonperforming assets to loans net of
unearned income, foreclosed
properties and repossessions........ 0.76 0.80 0.61 0.54 0.53
Ending equity to ending assets........ 7.66 7.23 6.82 7.89 8.10
Average equity to average assets...... 7.56 6.80 7.62 7.96 8.24
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 2001 Annual Report to
Shareholders is hereby incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included on pages 50 through 53 of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", which is hereby incorporated herein by reference pursuant to Item
7, above.
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 2001 Annual Report to Shareholders are hereby
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
10
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 18, 2002 (the Proxy Statement) and the
information incorporated by reference pursuant to Item 13 below is hereby
incorporated herein by reference. Information on AmSouth's executive officers
is included in Part I of this report.
Information regarding late filings under Section 16(a) of the Securities
Exchange Act of 1934 included at page 13 of the Proxy Statement under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" is hereby
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding compensation of directors and executive officers
included at pages 13 through 22 of the Proxy Statement is hereby incorporated
herein by reference. However, the information provided in the Proxy Statement
under the headings "Executive Compensation Committee Report on Executive
Compensation" and "Performance Graph" shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, or
subject to Regulation 14A or 14C, other than as provided in Item 402 of
Regulation S-K, or to liabilities of Section 18 of the Securities Exchange Act
of 1934.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Voting Securities and Principal
Holders Thereof " at pages 3 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.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
Financial Statements
The following management's statement on responsibility for financial
reporting, report of independent auditors and consolidated financial statements
of AmSouth and its subsidiaries included in AmSouth's 2001 Annual Report to
Shareholders are incorporated herein by reference pursuant to Item 8.
Management's Statement on Responsibility for Financial Reporting
Report of Ernst & Young LLP, Independent Auditors
Consolidated Statement of Condition--December 31, 2001 and 2000
Consolidated Statement of Earnings--Years ended December 31, 2001, 2000
and 1999
Consolidated Statement of Shareholders' Equity--Years ended December 31,
2001, 2000 and 1999
Consolidated Statement of Cash Flows--Years ended December 31, 2001, 2000
and 1999
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, or
the required information is contained in the Consolidated Financial Statements
or the notes thereto, which are incorporated herein by reference pursuant to
Item 8, Financial Statements and Supplementary Data.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by AmSouth during the period October 1,
2001 to December 31, 2001.
(c) Exhibits
The exhibits listed in the Exhibit Index at page 15 of this Form 10-K are
filed herewith or are incorporated herein by reference.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMSOUTH BANCORPORATION
/s/ C. DOWD RITTER
By: _______________________________
C. Dowd Ritter
Chairman, President and Chief
Executive Officer
Date: March 27, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ C. DOWD RITTER Chairman, President and Chief Executive March 27, 2002
By: ______________________ Officer (Principal Executive Officer)
C. Dowd Ritter
/s/ SLOAN D. GIBSON Vice Chairman and Chief Financial Officer March 27, 2002
By: ______________________ (Principal Financial Officer)
Sloan D. Gibson
/s/ DONALD R. KIMBLE Executive Vice President, Chief Accounting March 27, 2002
By: ______________________ Officer and Controller (Principal
Donald R. Kimble Accounting Officer)
* March 27, 2002
By: ______________________
J. Harold Chandler A Director
* March 27, 2002
By: ______________________
James E. Dalton, Jr. A Director
* March 27, 2002
By: ______________________
Earnest W. Deavenport, Jr. A Director
* March 27, 2002
By: ______________________
Rodney C. Gilbert A Director
* March 27, 2002
By: ______________________
Elmer B. Harris A Director
* March 27, 2002
By: ______________________
Martha R. Ingram A Director
* March 27, 2002
By: ______________________
Victoria B. Jackson A Director
* March 27, 2002
By: ______________________
Ronald L. Kuehn, Jr. A Director
* March 27, 2002
By: ______________________
James R. Malone A Director
13
Signature Title Date
--------- ----- ----
*
By: _____________________
Charles D. McCrary A Director March 27, 2002
*
By: _____________________
Claude B. Nielsen A Director March 27, 2002
*
By: _____________________
Benjamin F. Payton, Ph.D. A Director March 27, 2002
--------
* 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
14
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 (2)
4-a Agreement and Addendum for Advances and Security Agreement with Blanket Floating Lien (3)
4-b Second Addendum to the Agreement for Advances and Security Agreement with Blanket Floating
Lien (4)
4-c Stockholder Protection Rights Agreement dated as of December 18, 1997, including as Exhibit A the
forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of
Designation and Terms of Series A Preferred Stock (5)
*10-a AmSouth Bancorporation Executive Incentive Plan
*10-b AmSouth Bancorporation Relocation Policy for Executive Officers (6)
* 10-c AmSouth Bancorporation Amended and Restated Supplemental Retirement Plan (7)
*10-d 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (8)
*10-e Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (9)
*10-f Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (10)
*10-g 1997 Performance Incentive Plan (11)
*10-h 1996 Long Term Incentive Compensation Plan, as amended (12)
*10-i Amended and Restated Deferred Compensation Plan for Directors of AmSouth Bancorporation (13)
*10-j AmSouth Bancorporation Amended and Restated Supplemental Thrift Plan (14)
*10-k Employment Agreement for C. Dowd Ritter (15)
*10-l Form of Change-in-Control Agreement for certain Executive Officers (16)
*10-m AmSouth Bancorporation Deferred Compensation Plan (17)
*10-n Amended and Restated Stock Option Plan for Outside Directors (18)
*10-o Life Insurance Agreement (19)
*10-p Supplemental Long-Term Disability Plan (20)
*10-q AmSouth Bancorporation Amended and Restated 1991 Employee Stock Incentive Plan (21)
*10-r First American Corporation 1993 Non-Employee Director Stock Option Plan (22)
*10-s First American Corporation Directors' Deferred Compensation Plan as amended October 18, 1996 (23)
13 AmSouth Bancorporation's 2001 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
15
NOTES TO EXHIBITS
(1) Filed as Exhibit 3.1 to AmSouth's Report on Form 8-K filed October 15,
1999, incorporated herein by reference
(2) Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 2001, incorporated herein by reference
(3) Filed as Exhibit 4-a to AmSouth's Form 10-K Annual Report for the year
ended December 31, 2000, incorporated herein by reference
(4) Filed as Exhibit 4 to AmSouth's Form 10-Q Quarterly Report for the quarter
ended September 30, 2001, incorporated herein by reference
(5) Filed as Exhibit 4.1 to AmSouth's Report on Form 8-K filed on December 18,
1997, incorporated herein by reference
(6) Filed as Exhibit 10-b to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1996, 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)
(7) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 2001, incorporated herein by reference
(8) Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the quarter
ended March 31, 1993, incorporated herein by reference (filed with the
Securities and Exchange Commission in Washington, D.C., SEC File No.
1-7476, former File No. 0-6907)
(9) Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1994, incorporated herein by reference (filed with the
Securities and Exchange Commission in Washington, D.C., SEC File No. 1-
7476, former File No. 0-6907)
(10) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 1995, incorporated herein by reference (filed
with the Securities and Exchange Commission in Washington, D.C., SEC File
No. 1-7476, former File No. 0-6907)
(11) 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
(12) Filed as Appendix B to AmSouth's Proxy Statement, dated March 12, 2001,
for the Annual Meeting of Shareholders on April 19, 2001, incorporated
herein by reference
(13) Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1997, incorporated herein by reference
(14) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended September 30, 2001, incorporated herein by reference
(15) Filed as Exhibit 10-m to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1999, incorporated herein by reference
(16) Filed as Exhibit 10-n to AmSouth's Form 10-K Annual Report for the year
ended December 31, 1999. Agreements in this form have been entered into
with the following Executive Officers: David B. Edmonds, Sloan D. Gibson,
Grayson Hall, W. Charles Mayer, III, Candice W. Bagby, E. W. Stephenson,
Jr., Beth E. Mooney, Geoffrey A. von Kuhn and Stephen A. Yoder
(17) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 2000, incorporated herein by reference
(18) Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the
quarter ended June 30, 2000, incorporated herein by reference
(19) Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1998, incorporated herein by reference
(20) Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1998, incorporated herein by reference
16
(21) Filed as part of First American's Proxy Statement dated March 18, 1991 for
the Annual Meeting of Shareholders held April 19, 1991 with amendments
filed as part of the Proxy Statements for the Annual Meetings held on
April 21, 1994 and April 17, 1997, incorporated herein by reference (filed
with the Securities and Exchange Commission in Washington, D.C., SEC File
No. 0-6198)
(22) Filed as part of First American's Proxy Statement dated March 18, 1993 for
the Annual Meeting of Shareholders on April 15, 1993, incorporated herein
by reference (filed with the Securities and Exchange Commission in
Washington, D.C., SEC File No. 0-6198)
(23) Filed as Exhibit 10.3(e) to First American's Annual Report on Form 10-K
for the year ended December 31, 1996, incorporated herein by reference
(filed with the Securities and Exchange Commission in Washington, D.C.,
SEC File No. 0-6198)
17