First American Corp

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 1999-06-03 | Period of Report: 1999-05-31 SEC Accession No. 0000898822-99-000293

(HTML Version on secdatabase.com)

FILER FIRST AMERICAN CORP /TN/ Mailing Address Business Address FIRST AMERICAN CENTER FIRST AMERICAN CTR CIK:36068| IRS No.: 620799975 | State of Incorp.:TN | Fiscal Year End: 1231 NASHVILLE TN 37237 NASHVILLE TN 37237 Type: 8-K | Act: 34 | File No.: 001-14249 | Film No.: 99639670 6157482000 SIC: 6021 National commercial banks

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 31, 1999

FIRST AMERICAN CORPORATION (Exact Name of Registrant as Specified in Charter)

Tennessee 0-6198 62-0799975 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation)

First American Center, 37237-0700 Nashville, Tennessee (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (615) 748--2000

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

First American Corporation ("First American"), AmSouth Bancorporation ("AmSouth") and a wholly owned subsidiary of AmSouth ("Merger Sub") entered into an Agreement and Plan of Merger, dated as of May 31, 1999 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into First American and each share of common stock, par value $2.50 per share, of First American ("First American Common Stock") outstanding immediately prior thereto will be converted into the right to receive 1.871 shares of common stock, par value $1.00 per share, of AmSouth ("AmSouth Common Stock"), with cash in lieu of fractional shares of AmSouth Common Stock, in a transaction expected to be treated as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In connection with the Merger Agreement, First American entered into an agreement with AmSouth, dated as of June 1, 1999, granting AmSouth an option to purchase 23,250,165 shares of First American Common Stock (approximately 19.9% of those shares outstanding) at a price of $40.1625 per share, exercisable only under certain circumstances as set forth in such agreement, and AmSouth entered into a substantially identical agreement with First American, dated as of June 1, 1999, granting First American an option to purchase up to 35,025,240 shares of AmSouth Common Stock (approximately 19.9% of those shares outstanding) at a price of $28.5983 per share.

A copy of the press release dated June 1, 1999 and a copy of the analyst presentation materials dated June 1, 1999, each regarding the proposed Merger, are attached as Exhibits 99.1 and 99.2 hereto, respectively, and are hereby incorporated herein by reference.

In connection with and immediately prior to entering into the Merger Agreement and the stock option agreements, First American and First Chicago Trust Company of New York, as Rights Agent ("First Chicago Trust Company"), entered into an amendment to the Rights Agreement, dated as of July 16, 1998, by and between First American and First Chicago Trust Company. A copy of the amendment to the Rights Agreement is attached as Exhibit 4.1 hereto and is hereby incorporated herein by reference.

This current report on Form 8-K and Exhibit 99.1 hereto contain forward looking statements with respect to the financial condition, results of operations and business of AmSouth and First American and assuming the consummation of the Merger, a combined AmSouth and First American, including statements relating to: the synergies (including cost savings) and accretion to reported earnings expected to be realized from the Merger; business opportunities and strategies potentially available to the combined company; and the restructuring charges expected to be incurred in connection with the Merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among other things, the following possibilities: expected cost savings from the Merger cannot be fully realized or realized within the expected time; revenues following the Merger are lower than expected; competitive pressure among depository institutions increases significantly; costs or difficulties related to the integration of the businesses of AmSouth and First American are greater than expected; changes in the interest rate environment reduce interest margins; general economic

conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; legislation or regulatory requirements or changes adversely affect the business in which the combined company will be engaged; and changes may occur in the securities market. Such forward-looking statements speak only as of the date on which such statements were made, and neither First American nor AmSouth undertakes any

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document obligation to update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made to reflect the occurrence of unanticipated events.

Item 7. Financial Statements and Exhibits.

Exhibit Number Description

4.1 Amendment, dated as of May 31, 1999, to Rights Agreement, dated as of July 16, 1998, by and between First American Bancorporation Inc. and First Chicago Trust Company of New York, as Rights Agent.

99.1 Press Release issued June 1, 1999.

99.2 Analyst Presentation Materials dated June 1, 1999.

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.

FIRST AMERICAN CORPORATION

Dated: June 2, 1999 /s/ Dennis C. Bottorff ------Name: Dennis C. Bottorff Title: Chairman, Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number Description

99.2 Analyst Presentation Materials dated June 1, 1999.

AMENDMENT TO RIGHTS AGREEMENT

AMENDMENT (the "Amendment"), dated as of May 31, 1999, to the Rights Agreement, dated as of July 16, 1998 (the "Rights Agreement"), between FIRST AMERICAN CORPORATION, a Tennessee corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent (the "Rights Agent").

RECITALS

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement.

WHEREAS, AmSouth Bancorporation, a Delaware corporation ("AmSouth") and the Company contemplate entering into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a wholly-owned subsidiary of AmSouth will merge with and into the Company (the "Merger"). The Board of Directors of the Company has approved the Merger Agreement.

WHEREAS, in connection with the Merger Agreement, AmSouth and the Company contemplate entering into a stock option agreement (the "Stock Option Agreement") pursuant to which the Company will grant to AmSouth an option to purchase shares of the Company's common stock, par value $2.50 per share, on the terms and subject to the conditions set forth in the Stock Option Agreement. The Board of Directors of the Company has approved the Stock Option Agreement.

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement and amend the Rights Agreement.

WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing.

WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.

Accordingly, the parties agree as follows:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. Amendment of Section 1.1. Section 1 of the Rights Agreement is supplemented to add the following definitions in the appropriate locations:

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"AmSouth" shall mean AmSouth Bancorporation, a Delaware corporation.

"Merger" shall have the meaning set forth in the Merger Agreement.

"Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of May 31, 1999, by and among AmSouth, First American and a wholly-owned subsidiary of AmSouth, as it may be amended from time to time.

"Stock Option Agreement" shall mean the First American Stock Option Agreement, as such term is defined in the Merger Agreement.

B. Amendment of the definitions of "Acquiring Person" and "Adverse Person". The definition of "Acquiring Person" in Section 1 of the Rights Agreement is amended by adding the following sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement to the contrary, neither AmSouth nor Merger Sub shall be deemed to be an Acquiring Person by virtue of (i) the execution of the Merger Agreement or the Stock Option Agreement, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated in the Merger Agreement or the Stock Option Agreement."

The definition of "Adverse Person" in Section 1 of the Rights Agreement is amended by adding the following sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement to the contrary, neither AmSouth nor Merger Sub shall be deemed to be an Adverse Person by virtue of (i) the execution of the Merger Agreement or the Stock Option Agreement, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated in the Merger Agreement or the Stock Option Agreement."

C. Amendment of the definition of "Stock Acquisition Date". The definition of "Stock Acquisition Date" in Section 1 of the Rights

"Notwithstanding anything in this Rights Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as the result of (i) the execution of the Merger Agreement or the Stock Option Agreement, (ii) the

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consummation of the Merger, or (iii) the consummation of any other transaction contemplated in the Merger Agreement or the Stock Option Agreement."

D. Amendment of definition of "Final Expiration Date". The definition of "Final Expiration Date" in Section 1 of the Rights Agreement is amended and restated to read in its entirety as follows:

"Final Expiration Date" shall mean the earlier of (i) the close of business on December 31, 2008, unless extended by the Board of Directors of the Company as provided in Section 7 hereof and (ii) immediately prior to the consummation of the Merger.

E. Amendment of definition of "Section 11(a)(ii) Event". The definition of "Section 11(a)(ii) Event" in Section 1 of the Rights Agreement is amended by adding the following sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement to the contrary, none of (i) the execution of the Merger Agreement and the Stock Option Agreement, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated in the Merger Agreement or the Stock Option Agreement shall be deemed to be an event of the type described in clause (A) or (B) of Section 11(a)(ii) and shall not cause the Rights to be adjusted or exercisable in accordance with Section 11."

F. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

"Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Rights Agreement by virtue of the execution of the Merger Agreement or the Stock Option Agreement or by virtue of any of the transactions contemplated by the Merger Agreement or the Stock Option Agreement."

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document G. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

H. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Tennessee and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made

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and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written.

Attest: FIRST AMERICAN

By: /s/ Pamela R. Welch By: /s/ Dennis C. Bottorff ------Name: Pamela R. Welch Name: Dennis C. Bottorff Title: Assistant Secretary Title: Chairman, Chief Executive Officer and President

Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document By: /s/ Thomas A. Ferrari By: /s/ John G. Herr ------Name: Thomas A. Ferrari Name: John G. Herr Title: Vice President Title: Assistant Vice President

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FIRST AMERICAN CORPORATION (TICKER: FAM, EXCHANGE: THE NEW YORK STOCK EXCHANGE)

NEWS RELEASE - TUESDAY, JUNE 01, 1999

Contact

For AmSouth For First American

List Underwood (investment community) Carroll Kimball (investment community) (205) 801-0265 (615) 736-6267

Jim Underwood (news media) Vicki Kessler (news media) (205) 326-5184 (615) 320-7532

AMSOUTH TO ACQUIRE FIRST AMERICAN IN $6.3 BILLION STOCK MERGER, CREATING PREMIER SOUTHEAST FINANCIAL SERVICES FRANCHISE

BIRMINGHAM, ALABAMA, and NASHVILLE, TENNESSEE, June 1, 1999 --- AmSouth Bancorporation (NYSE:ASO) and First American Corporation (NYSE: FAM) today jointly announced that AmSouth will acquire First American in a tax-free stock merger. The transaction will create a premier Southeast financial services franchise serving 2 million households in nine states, with $40 billion in assets and a market capitalization of more than $11 billion.

Under the terms of the definitive merger agreement, unanimously approved by the Boards of Directors of both companies, First American shareholders will receive 1.871 shares of AmSouth common stock for each First American common share. Based on AmSouth's closing stock price on Friday, May 28, the transaction is currently valued at approximately $6.3 billion, or $53.09 per First American share. This price represents a multiple of 17.6 times consensus analyst estimates of First American's 2000 earnings per share.

The combined company, which will be called AmSouth Bancorporation, will have 680 branches in nine Southeastern states with leading market positions in Tennessee, Florida, Alabama, and Mississippi. The company also will have a presence in Georgia, Louisiana, Arkansas, Kentucky and Virginia, and the largest ATM network in the Southeast with 1,350 ATMs. The corporate headquarters for the combined companies will be in Birmingham, and

Nashville will be headquarters for AmSouth's Tennessee banking operations. In addition, AmSouth and First American will be exploring over the next several months additional opportunities to leverage the benefits of having a strong presence in the Nashville metropolitan area.

AmSouth's extensive fee-based business will be significantly enhanced by the addition of IFC Holdings (INVEST and Investment Centers of America), the country's largest third-party marketer of investment and insurance products with $7 billion in product sales anticipated in 1999, and by First American's $3 billion in mutual fund assets under management. These assets will nearly double AmSouth's mutual fund assets and make it one of the Southeast's largest bank mutual fund managers.

AmSouth expects the acquisition to be immediately and substantially accretive to earnings per share. Based on a conservative estimate of synergies, AmSouth anticipates accretion of approximately 2.5 percent in 2000 and 9 percent in 2001. The transaction will be accounted for as a pooling of interests and is expected to be completed in the fourth quarter of 1999, subject to shareholder approval and customary regulatory approvals. Due diligence is completed, and 19.9 percent cross options are in place.

"This outstanding combination of two complementary and compatible banking organizations offers compelling strategic and financial benefits," said C. Dowd Ritter, AmSouth chairman and CEO. "Strategically, it creates a premier Southeast financial services franchise with increased scale, leading positions in attractive markets through the mid-South and Florida's west coast, and increased fee-based revenues. The transaction will push AmSouth's already strong return on equity even higher, ranking it among the top tier of banks in the country. The combination also will enhance economies of scale which will allow us to achieve a lower efficiency ratio while continuing to deliver superior customer service."

"This is an ideal partnership that brings together both companies' strong positions in contiguous markets," said Dennis C. Bottorff, chairman and CEO of First American. "By joining forces with AmSouth, we will create immediate value as well as long-term upside for our shareholders, provide significant benefits to our customers and new opportunities for our talented and dedicated employees."

Ritter will be president and CEO of the combined company. Bottorff will serve as chairman and be available to assist Ritter until Jan. 1, 2001, to ensure a smooth transition, after which Ritter will become chairman. In addition to Bottorff, four other First American directors will join the AmSouth Board, increasing its size from 12 to 17 members. In conjunction with the transaction, the AmSouth Board has rescinded its previously approved stock repurchase

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AmSouth's financial advisor on the transaction is Donaldson, Lufkin and Jenrette and its legal advisor is Sullivan & Cromwell. First American's financial advisor is Merrill Lynch and its legal advisor is Wachtell, Lipton, Rosen & Katz.

First American Corporation is a $20 billion Nashville, Tennessee, based financial services holding company with approximately 390 banking offices and 700 ATMs in Arkansas, Georgia, Kentucky, Louisiana, Mississippi, Tennessee and Virginia. The corporation is the parent company of First American National Bank, First American Federal Savings Bank and First American Enterprises Inc. and owns 98.75 percent of IFC Holdings Inc. and 49 percent of The SSI Group, Inc., a healthcare payments processor. Additional information about First American can be accessed through the company's website at www.fanb.com

Headquartered in Birmingham, Alabama, AmSouth Bancorporation is a regional bank holding company with assets of $20 billion. AmSouth operates approximately 290 banking offices and 650 ATMs in Alabama, Florida, Tennessee and Georgia. AmSouth and its subsidiaries provide a full line of traditional and nontraditional financial services, including consumer and commercial banking, mortgages, trust services and investment management. For more information visit AmSouth's website at www.amsouth.com.

# # # #

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Enhancing Shareholder Value through Creation of a Premier Southeast Financial Services Franchise

[AmSouth Logo]

Merges with

[First American Logo]

Forward Looking Statement

This presentation contains forward looking statements with respect to the financial condition, results of operations and business of AmSouth Bancorporation and, assuming the consummation of the merger, a combined AmSouth Bancorporation/First American Corporation including statements relating to: (a) the cost savings and accretion to reported earnings that will be realized from the merger; (b) the impact on revenues of the merger; and (c) the restructuring charges expected to be incurred in connection with the merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of AmSouth Bancorporation and First American Corporation are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the business in which the combined company would be engaged.

[AmSouth and First American Logos]

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Terms of the Transaction

Strategic Rationale

Pro Forma Financial Impact

AmSouth's Record of Performance

Summary

Appendix

[AmSouth and First American Logos]

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Terms of the Transaction

[AmSouth and First American Logos]

Transaction Summary

Fixed Exchange Ratio: 1.871 AmSouth shares per First American share

Price Per First American Share(1) $53.09

Structure: Merger; Pooling of interests; Tax-free exchange; 19.9% cross options in place

Transaction Value: $6.3 Billion

Expected Closing: Fourth quarter 1999

Due Diligence: Completed, including Y2K review

Systems Conversion: Second quarter 2000

(1) Based on AmSouth's price per share of $28.375 as of May 28, 1999.

[AmSouth and First American Logos]

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Transaction Summary

Management: C. Dowd Ritter - President and CEO

Sloan Gibson - CFO and head of integration team

Board of Directors: 17 members

AmSouth 12

First American 5

Ownership: 44% AmSouth / 56% First American

Name: AmSouth Bancorporation

Headquarters: Birmingham, Alabama

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Compelling Economics

-- Substantially Accretive to EPS - 2000 Accretion = 2.7% - 2001 Accretion = 9.1%

-- Internal Rate of Return Significantly Exceeds AmSouth's Cost of Equity - IRR = 15.5%

Note: 2000 EPS accretion assumes cost saves 75% phased-in; revenue enhancements 50% phased-in; and leveraging of excess capital 60% phased-in.

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Principal Benefits

-- Enhances Shareholder Value - Accelerated earnings growth - Strong and sustainable ROE - Improved operating efficiency - Increase in noninterest income as a percentage of total revenues

-- Further Diversifies Revenue and Earnings Mix - More balanced loan portfolio - Addition of high return fee generating businesses - Expanded regional footprint

-- Creates a Premier Southeast Financial Services Franchise - Leading positions in key markets - Enhanced scale across all products and services

[AmSouth and First American Logos]

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-- Conservative Assumptions for Revenue and Expense Synergies -- Natural Extension of Franchise to Complementary and Contiguous Markets -- Due Diligence is Complete, Including Y2K and Credit -- Common Platforms -- Common Systems Facilitate Ease of Transition - Deposit system - Commercial loan system - Consumer loan system - Trust system - Treasury services

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Strategic Rationale

[AmSouth and First American Logos]

Premier Southeast Financial Services Franchise

-- $40B in Assets; $28B in Deposits

-- $11 +B Market Cap

-- Over 2 Million Households

-- 680 Branches in 9 States

-- #1 ATM Network in the Southeast (1,350 ATM's)

-- #3 Small Business Lender HQ'd in the Southeast

-- #3 Bank-owned Leasing Company in the Southeast

Combined Company's Deposits by State

[Geographical Chart showing the following:

AmSouth

- Florida - 18.2%

- Alabama - 24.6%

AmSouth and First American

- Tennessee - 35.0%

- Georgia - 1.0%

First American

- Virginia - 0.6%

- Kentucky - 0.8%

- Mississippi - 13.6%

- Arkansas - 0.8%]

Source: Sheshunoff Database.

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[AmSouth and First American Logos]

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Attractive Market Demographics

Personal Median HH Growth Rates 1998 - 2003 Population Income Households Income ------

United States 4.2% 21.6% 5.3% 15.4%

Southeast 5.3% 23.5% 6.5% 15.9% ------

The New AmSouth 5.9% 24.3% 7.1% 16.0% ------

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Leading Share in Key Markets

($ in billions)

Deposit Market Share Total Branch Top Ten MSA's Rank Deposits Offices ------

Nashville, TN 1 $3.7 65

Birmingham, AL 2 2.7 40

Tampa - St. Petersburg - Clearwater, FL 4 2.1 44

Jackson, MS 2 1.7 30

Knoxville, TN 2 1.3 27

Chattanooga, TN 1 1.2 35

Mobile, AL 2 1.1 22

Tri-Cities, TN 1 0.9 18

Pensacola, FL 1 0.6 14

Montgomery, AL 3 0.5 10

Source: Sheshunoff Data Services

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Strengthened Investment Services Platform

-- Largest Third-party Marketer of Investment and Insurance Products in the United States (IFC Holdings, Inc.) - Over $5 billion of products sold in 1998 - 400 financial institution clients in 44 states - 2,500 registered reps

-- Substantial Mutual Fund and Asset Management Capabilities - $6.5 billion of assets under management - 37 proprietary mutual funds

-- Largest Bank Platform Annuity Sales Force in the Southeast and Among the Largest in the Country With Over 1,400 Licensed Employees

-- 168 Full Service Brokers

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Enhanced Noninterest Income Contribution

Services Charges $105M 32% Trust $67M 21% Investment Services $31M 10% Mortgage $18M 6% Other $98M 31%

FIRST AMERICAN ($471M) [Pie Chart]

Services Charges $132M 28% Trust $43M 9% Investment Services $151M 33% Mortgage $49M 10% Other $96M 20%

PRO FORMA COMBINED ($790M) [Pie Chart]

Services Charges $237M 30% Trust $110M 14% Investment Services $182M 23% Mortgage $67M 8% Other $194M 25%

NONINTEREST INCOME TO TOTAL REVENUES

AMSOUTH: 31% FIRST AMERICAN: 39% PRO FORMA COMBINED: 35%

Note: Financial data for the twelve months ended December 31, 1998. Excludes nonrecurring items.

[AmSouth and First American Logos]

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[AmSouth and First American Logos]

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Immediate and Substantial EPS Accretion

($ in millions, except per share data) 2000 2000 Fully 2001 Projected PhasedIn Projected ------

Projected Net Income

AmSouth $ 327 $ 327 $ 362

First American 353 353 388 ------

Pro Forma Combined $ 680 $ 680 $ 750 ------

Adjustments (After-Tax)

Cost Savings $ 62 $ 82 $ 89

Leverage of Excess Equity 6 13 35 ------

Pro Forma Earnings $ 755 $ 789 $ 890

Pro Forma EPS $1.88 $1.96 $2.21

AmSouth's EPS Estimates $1.83 $1.83 $2.03

EPS Accretion $0.05 $0.13 $0.18

EPS % Accretion 2.7% 7.1% 9.1%

Note: Earnings estimates based on First Call as of May 20, 1999; 2000 phase-ins reflect 50% revenue enhancements, 75% cost savings and 60% leveraging excess capital; Excludes merger related charges.

[AmSouth and First American Logos]

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Transaction Accelerates AmSouth's EPS Growth Rate

[Graph showing following:

Am South Stand Alone EPS:

1995A $0.88/33%

1996A $1.03/17%

1997A $1.21/17%

1998A $1.45/20%

1999E $1.63/12%

2001E $2.03

Pro Forma EPS:

2000E $1.88/15% (showing accretion = 2.7%) -- $1.96(1)

2001E $2.21/18% (showing accretion = 9.1%)

Note: 1995-1998 as reported for AmSouth. Estimates 1999 - 2000 based upon First Call consensus estimates as of May 20, 1999. (1) Pro forma EPS including fully phased in synergies.]

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Enhanced Profitability

2000 Pro 2001 Pro ASO 1Q99 Forma(1) Forma ------

ROE 20.1% 21.5% 22.5%

ROA 1.4 1.5 1.6

Efficiency 56.0 50.1 47.2

NIR to Total Revenue 32.8 36.0 37.0

(1) 2000 phase-in reflects 50% of target revenue enhancements, 75% of target cost savings and 60% of target leveraging of excess capital. Excludes merger related charges.

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Transaction Synergies

-- Cost Savings - $133 Million Pre-tax (18% of First American's NIE)

-- Revenue Enhancements - $23 Million Pre-tax (5% of First American's NIR)

-- Leverage of Excess Equity - $30 Million Pre-tax

[AmSouth and First American Logos]

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Conservative Cost Savings

($ in millions)

Operations / Systems $50

Staff / Support Areas 41

Branch Consolidation 12

Facilities / Purchasing / Contracts 30 ----

Total $133

18% of First American's Total Noninterest Expenses

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Revenue Enhancements

-- Revenue Enhancements are a Modest 5% of FAM's Noninterest Revenue Base = $23 Million Pre-tax

-- Specific Items Include: - Platform annuity improvements = $15 - 19 million - Consumer lending = $8 - 15 million - Growth in home equity lending - Risk based pricing

-- Additional Opportunities Include: - Market by market deposit pricing

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document - Mutual fund sales through INVEST - Bank owned life insurance - Improved indirect lending performance profile

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Merger & Integration Charges

($ in millions)

Pre-tax Charges:

Employee Related $146

Branch / ATM / Marketing 31

Operations & Data Processing 64

Transaction Related Costs 55 ----

Total $296

[AmSouth and First American Logos]

Comparable Transaction Pricing

Price to Forward EPS Price Premium to Cost Acquiror Target Estimate to Book Market Savings(1) ------

AmSouth First American 18.9x 3.4x 30% 18%

Firstar Mercantile 21.0x 3.4x 29% 20%

SunTrust Crestar 25.8 4.3 31 17

Star Firstar 22.1 4.1 27 19

Regions First Commercial 23.3 3.8 3 22

First American Deposit Guaranty 25.8 4.2 22 22

National City First of America 22.9 3.8 36 27

First Bank System US Bancorp 17.4 3.4 22 28

Mean 22.6x 3.8x 24% 22%

Median 22.9 3.8 27 22

(1) Announced cost savings and revenue enhancement ratios based upon target LTM financials

[AmSouth and First American Logos]

Comparable Transaction Pricing

Forward P/E % of Acquiror P/E ------Trans- Trans- action action Trans- with Trans- with Acquiror Target Acquiror action Synergies action Synergies ------

AmSouth First American 16.6x 18.9x 14.0x 114% 84%

Firstar Mercantile 26.1 x 21.0x 17.3x 81% 66%

SunTrust Crestar 23.6 25.8 17.8 109 75

Star Banc Firstar 22.0 22.1 16.3 101 74

Regions First 16.9 23.3 16.1 138 95 Commercial

First American Deposit 20.6 25.8 16.5 125 80 Guaranty

National City First of 16.9 22.9 14.1 136 84 America

First Bank US Bancorp 14.5 17.4 11.6 120 80 System Mean 20.1 x 22.6x 15.7x 116% 79%

Median 20.6 22.9 16.3 120 80

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AmSouth's Record of Performance

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Goals Set / Goals Met

EPS Growth ROE ------

First Quarter 1999 Results 15.7% 20.1%

Three Year Goals 1997 - 1999 18% CAGR 18%+ ------

1998 Results 19.2% 18.6% 1997 Results 18.2% 16.5%

One Year Goal 1996 - 1997 10% Per Annum 15%+ ------

First Quarter 1997 18.1% 15.9% 1996 Results 16.7% 14.3%

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Superior EPS Growth

[GRAPH showing the following:

$ Per Share

1Q95 -- $0.20

2Q95

3Q95

4Q95

2Q96

3Q96

4Q96

1Q97 -- $0.29

2Q97

3Q97

4Q97

1Q98 -- $0.34

2Q98

3Q98

4Q98

1Q99 -- $0.39

* 3Q96 excludes one-time SAIF assessment]

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Consistently Improving ROE's

[GRAPH showing the following:

1Q95 - 12.3

3Q95 - 13.4

4Q95 - 13.7

1Q96 - 13.8

2Q96 - 14.3

3Q96 - 14.4

4Q96 - 14.8

1Q97 - 15.9

2Q97 - 16.3

3Q97 - 16.6

4Q97 - 17.2

1Q98 - 18.0

2Q98 - 18.5

3Q98 - 18.7

4Q98 - 19.1

1Q99 - 20.1

* 3Q96 excludes one-time SAIF assessment]

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Working For The Shareholder

AmSouth Market Capitalization

($'s in Billions)

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Summary

-- Financially compelling - Immediately and substantially accretive - Strong, sustainable ROE - IRR significantly exceeds cost of equity

-- Leading southeastern franchise - 2 million households in key markets - High growth demographic profile

-- Enhances strategic position - Broadens product line and revenue sources - Improved operating efficiency creates competitive advantage

-- Manageable execution risk

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Appendix

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Combined Balance Sheet

($ in millions, as of March 31, 1999)

ASO FAM Combined ------

Loans $ 13,194 $ 11,469 $ 24,663

Other Earning Assets 123 201 324 ------

Total Earning Assets 18,436 18,529 36,965

Loan Loss Allowance (177) (190) (367)

Other Assets 1,825 1,987 3,812 ------

Total Assets $ 20,084 $ 20,326 $ 40,410 ======

Total Deposits $ 12,945 $ 14,435 $ 27,380

Purchased Funding 5,308 3,760 9,068

Other Liabilities 403 313 716

Stockholders' Equity 1,428 1,818 3,246 ------

Total Liabilities & Equity $ 20,084 $ 20,326 $ 40,410 ======

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Balanced Loan Mix

($ in millions, as of March 31, 1999)

Balances Mix Balances Mix Balances Mix ------

Commercial Real Estate $ 3,587 27% $ 1,460 13% $ 5,047 20%

Commercial Loans & Leases 3,622 28 5,568 49 9,190 37

Residential First Mortgages 1,419 11 1,421 12 2,840 12

Home Equity 1,850 14 391 4 2,241 9

Consumer 2,716 20 2,639 22 5,355 22 ------

Total $ 13,194 100% $11,479 100% $ 24,673 100% ======

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Favorable Deposit Mix

($ in millions, as of March 31, 1999)

ASO FAM Combined ------Balances Mix Balances Mix Balances Mix ------

Noninterest-Bearing Demand $ 2,159 17% $ 2,820 19% $ 4,979 18%

Interest-Bearing Demand 4,483 35 5,373 37 9,856 36

Savings 969 7 1,046 7 2,015 7

CD's > $100,000 938 7 1,670 12 2,608 10 ------

Total $12,945 100% $14,602 100% $ 27,547 100% ======

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Net Interest Margin

(For the quarter ended March 31, 1999)

ASO FAM Combined ------

Yields ------

Loan Yield 8.42% 8.29% 8.36%

Investment Yield 6.90 6.55 6.70

Earning Assets 7.98 7.57 7.77

Rates Paid ------

Interest-Bearing Deposits 4.12% 3.74% 3.93%

Interest-Bearing Liabilities 5.11 4.83 5.00

Spreads ------

Net Interest Margin 4.08 4.23 4.15

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Strong Asset Quality

(As of March 31, 1999)

ASO FAM Combined ------

Allowance/Loans 1.34% 1.65% 1.49%

Annualized Net Charge-offs/ 0.28% 0.33%(1) 0.30% Average Loans

NPAs / Loans + OREO 0.59% 0.47% 0.53%

Allowance / Non-Performing 265% 415% 326% Loans

(1) Net charge-offs for 1Q99 exclude a $7.9 million charge-off on a single loan to a sub-prime lender.

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Capital Ratios

($ in millions, as of March 31, 1999)

ASO FAM Combined ------

Average Equity $1,421 $1,805 $3,226

Equity to Assets Ratio 7.18% 8.90% 8.05%

Total Capital Ratio 10.78% 12.58% 11.61%

Leverage Ratio 6.07% 7.99% 7.04%

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