Filed by AmSouth Bancorporation
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6(b) under
the Securities Exchange Act of 1934
Subject Company: AmSouth Bancorporation
Commission File No.: 1-7476
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Act of 1995. These include statements as to the benefits of the proposed merger between Regions Financial and AmSouth (the Merger), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger as well as other statements of expectations regarding the Merger and any other statements regarding future results or expectations. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Regions and AmSouth caution readers that results and events subject to forward-looking statements could differ materially due to the following factors, among others: the risk that the businesses of Regions Financial and/or AmSouth in connection with the Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; the ability to obtain required governmental and stockholder approvals, and the ability to complete the merger on the expected timeframe; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of Regions and AmSouth to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing of restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectibility of loans; the effects of changes in interest rates and other risks and factors identified in each companys filings with the Securities and Exchange Commission (the SEC). Regions Financial and AmSouth do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this news release.
ADDITIONAL INFORMATION
The proposed Merger will be submitted to Regions Financials and AmSouths stockholders for their consideration. Regions Financial has filed a registration statement, which includes a joint proxy statement/prospectus which was sent to each companys stockholders, and each of Regions Financial and AmSouth may file other relevant documents concerning the proposed Merger with the SEC. Stockholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they
will contain important information. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Regions Financial and AmSouth, at the SECs Web site (http://www.sec.gov). You may also obtain these documents, free of charge, by accessing Regions Financials website (http://www.Regions.com) under the tab Investor Relations and then under the heading SEC Filings, or by accessing AmSouths Web site (http://www.amsouth.com) under the tab About AmSouth, then under the tab Investor Relations and then under the heading SEC Filings.
Regions Financial and AmSouth and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Regions Financial and/or AmSouth in connection with the proposed Merger. Information about the directors and executive officers of Regions Financial is set forth in the proxy statement for Regions Financials 2006 annual meeting of stockholders, as filed with the SEC on April 5, 2006. Information about the directors and executive officers of AmSouth is set forth in the proxy statement for AmSouths 2006 annual meeting of stockholders, as filed with the SEC on March 16, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger. You may obtain free copies of these documents as described above.
The following is an investor presentation of AmSouth Bancorporation in use beginning August 22, 2006.
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Original
Merger Presentation 2 |
The New
Regions Creating Shareholder Value Through
Improved Financial Returns, Enhanced Growth Opportunities, Increased Scale and Superior Execution May 25, 2006 3 |
Forward
Looking Statements This presentation contains forward-looking statements
made pursuant to the safe-harbor provisions of the Private Securities
Litigation Act of 1995. These include statements as to the benefits of the proposed merger between Regions Financial and AmSouth (the "Merger"), including future financial and
operating results, cost savings, enhanced revenues and the accretion /
dilution to reported earnings that may be realized from the Merger as well as other statements of expectations regarding the Merger and any other statements regarding future results or expectations. These statements involve risks and uncertainties that may cause
results to differ materially from those set forth in these statements.
Regions and AmSouth caution readers that results and events subject to forward-looking statements could differ materially due to the following factors,
among others: the risk that the businesses of Regions Financial and/or
AmSouth in connection with the Merger will not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected
time frame; revenues following the Merger may be lower than expected;
customer and employee relationships and business operations may be disrupted
by the merger; the ability to obtain required governmental and stockholder approvals, and the ability to complete the merger on the expected timeframe; possible changes in economic
and business conditions; the existence or exacerbation of general
geopolitical instability and uncertainty; the ability of Regions and AmSouth to integrate recent acquisitions and attract new customers; possible changes in monetary
and fiscal policies, and laws and regulations; the effects of easing of
restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit
worthiness of customers and the possible impairment of collectibility
of loans; the effects of changes in interest rates and other risks and factors
identified in each company's filings with the Securities and Exchange
Commission (the "SEC"). Regions Financial and AmSouth do not
undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this presentation. 4 |
Additional
Information The proposed Merger will be submitted to Regions
Financial's and AmSouth's stockholders for their consideration.
Regions Financial has filed a registration statement, which includes a joint proxy
statement / prospectus sent to each company's stockholders, and each of
Regions Financial and AmSouth may file other relevant documents concerning
the proposed Merger with the SEC. Stockholders are urged to read the registration statement and the joint proxy statement / prospectus regarding the proposed Merger and any other relevant
documents filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information. You may obtain a free copy of the joint proxy statement / prospectus, as well as other
filings containing information about Regions Financial and AmSouth, at the
SEC's website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing Regions Financial's website (http://www.Regions.com) under the tab "Investor Relations" and then under the heading "SEC Filings", or by accessing
AmSouth's website (http://www.AmSouth.com) under the tab "About
AmSouth", then under the tab "Investor Relations" and then under the heading "SEC Filings". Regions Financial and AmSouth and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Regions Financial and/or AmSouth in connection with the proposed Merger. Information about the directors and executive officers of Regions Financial is set forth in the proxy statement for Regions Financial's 2006 annual meeting of stockholders, as filed with the SEC on April 5, 2006. Information about the directors and executive officers of AmSouth is set forth in the proxy statement for AmSouth's 2006 annual meeting of stockholders, as filed with the SEC on March 16, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger. You may obtain free copies of these documents as described above. 5 |
Transaction Rationale The Power of the Combination Financially Compelling Market-for-market exchange Substantial cost takeout opportunities Significant potential EPS accretion Meaningful excess capital generated Strategically Compelling Creates top 10 U.S. bank Strong presence in its core markets Combination enhances revenue composition, growth prospects and capital efficiency
Willingness to reallocate resources to higher growth markets Key management roles defined Disciplined approach to integration 6 |
Transaction Summary Regions Financial Corporation 0.7974 Regions shares per AmSouth share 62% Regions / 38% AmSouth $27 billion 12 Regions / 9 AmSouth Jack Moore Chairman Dowd Ritter Chief Executive Officer Current Regions dividend $2.5 billion Q4 2006 Normal shareholder and regulatory Completed 19.9% Name: Exchange Ratio: Ownership: Combined Market Capitalization: Board of Directors: Executive Management: Dividend Policy: Illustrative Divestitures: Anticipated Closing: Approvals: Due Diligence: Reciprocal Options: 7 |
Proposed
Executive Management Team Human Resources Dave Edmonds Operations & Technology Dave Gordon Chief Financial Officer Bryan Jordan Financial Services Doug Edwards General Banking Group Sam Upchurch Alan Deer General Counsel Corporate Secretary Lines of Business Group Grayson Hall Transition & Integration Rick Horsley Chief Risk Officer Bill Wells Board of Directors Jackson W. Moore Chairman Allen Morgan Vice Chairman C. Dowd Ritter President and CEO 8 |
Integration and Strategic Vision Strategic combination of like-minded partners with a shared vision of the
future Execution risk mitigated by similar operating models and conservative
transaction structure Draw on successful integration track records of both organizations Communicate consistently with employees, customers and affected communities Both companies are well prepared and ready for this merger 9 |
Combined
Franchise Footprint AL MS TN AR LA TX NC FL VA KY MO MD IN IL GA IA SC AmSouth Regions Morgan Keegan Insurance Source: SNL DataSource. Deposit data as of 30-Jun-2005. Note: Does not include impact of deposit divestitures. 2,000 Bank Branches 2,800 ATMS 5mm Households Pro Forma States State Dep. Mkt. Share Rank AL $20.4 31% #1 FL 17.8 5 #4 TN 17.2 18 #2 LA 6.1 11 #3 MS 5.8 17 #1 GA 5.8 4 #6 AR 4.5 11 #1 IL 2.7 1 #20 TX 2.7 1 #20 MO 2.5 3 #7 IN 1.9 2 #10 Other 2.4 10 |
Combination Creates Scale and Regional Leadership Rank Statistics National Southeast Market Capitalization #10 #4 Tangible Common Equity 10 4 Deposits 10 4 Branches 8 3 Source: SNL DataSource; statistics pro forma for recent acquisitions. Note: Market data as of 23-May-2006; pro forma for recent
acquisitions. Pro forma market capitalization, deposits and branches do not include the impact of branch consolidation or divestitures. 11 |
Strengthens Presence in Key MSAs MSA MSA Rank Rank Branches Branches Deposits Deposits AmSouth AmSouth Regions Regions Contribution Contribution Source: SNL DataSource. Deposit data as of 30-Jun-2005. Note: Does not include impact of deposit divestitures. Ranked #1-5 in 21 of Top 25 Markets Ranked #1-5 in 21 of Top 25 Markets Ranked #1-5 in 21 of Top 25 Markets #1 in 10 of Top 25 Markets #1 in 10 of Top 25 Markets #1 in 10 of Top 25 Markets 1. Birmingham-Hoover, AL 1 90 $ 6,340 61% 39 % 2. Nashville, TN 1 102 6,102 73 27 3. Miami, FL 5 71 5,416 100 4. Tampa-St.Petersburg-Clearwater, FL 4 80 3,530 91 9 5. Memphis, TN-MS-AR 2 80 3,493 19 81 6. Mobile, AL 1 46 3,305 38 62 7. Saint Louis, MO-IL 4 78 3,251 100 8. Atlanta-Sandy Springs-Marietta, GA 7 58 2,596 100 9. Montgomery, AL 1 32 2,207 34 66 10. Jackson, MS 2 45 1,916 77 23 11. New Orleans-Metairie-Kenner, LA 4 44 1,911 27 73 12. Huntsville, AL 1 33 1,907 41 59 13. Knoxville, TN 2 41 1,866 81 19 14. Little Rock-North Little Rock, AR 1 34 1,772 100 15. Baton Rouge, LA 4 38 1,426 16 84 16. Pensacola-Ferry Pass-Brent, FL 1 28 1,384 71 29 17. Chattanooga, TN-GA 3 36 1,301 84 16 18. Tuscaloosa, AL 1 16 1,232 38 62 19. Orlando-Kissimmee, FL 6 43 1,213 76 24 20. Daphne-Fairhope, AL 1 20 1,028 28 72 21. Shreveport-Bossier City, LA 2 23 993 77 23 22. Indianapolis-Carmel, IN 6 30 843 100 23. Panama City-Lynn Haven, FL 1 12 828 40 60 24. Houston-Sugar Land-Baytown, TX 18 31 805 100 25. Naples-Marco Island, FL 5 11 711 100 12 |
Combination Creates Strategic Opportunities Greater portfolio diversity Limited credit overlap Increased lending capacity Diverse business mix Morgan Keegan Trust Insurance Mortgage Benefit from size and diversity Excess capital from synergies Accelerate investment in high growth markets Balance Sheet Benefits Broad Customer Penetration Enhanced Fee Revenues Improved Capital Efficiency Accelerated Deposit Growth 13 |
A
Balanced Loan Portfolio Residential Real Estate 20% Construction 13% Consumer 22% Commercial Real Estate 17% Small/Middle Market Business 28% Total Combined Loans = $95.2 Billion Minimal Overlapping Credits Minimal Overlapping Credits Minimal Overlapping Credits 14 |
Leading
Regional Brokerage Platform to be Levered Across AmSouth Franchise AmSouth AmSouth Morgan Keegan Morgan Keegan Incremental opportunity through successful leveraging of Morgan Keegan across AmSouths franchise 300+ brokerage locations in 16 states 1,070 financial advisors Customer assets of $61 billion Trust assets of $37 billion Presence in over 250 Regions bank branches 644 full-service bank branch locations 270 Series 7 licensed financial consultants Trust assets of $27 billion Strong de novo experience capabilities Private banking / 25,000 households 97 Morgan Keegan locations in AmSouths footprint Leverage private banking capabilities Increased Florida opportunities 15 |
AmSouths Successful De Novo Branching Track Record in Florida AmSouth has opened 93 Florida offices since 2002 Generated $1.6 billion in deposits Produced $1 billion in loans Represents 70,000 consumer households Given strong market demographics, additional growth opportunities exist 45 additional locations will be opened during the remainder of this year Opportunity to leverage de novo branching expertise across the combined footprint Broader access to demographically attractive markets 16 |
Enhanced
Capital Generation and Efficiency Tangible Common Equity / Tangible
Assets Tangible Common Equity / Tangible Assets 6.11% 5.72% 5.88% 4.95% 5.88% Pro Forma¹ Regions SunTrust BB&T Large-Cap Banks Regional Banks Ratings² (S&P / Moody's) A / A1 A+ / Aa3 A+ / Aa3 ~ $1 bn of Annual Capital Generation ~ $1 bn of Annual Capital Generation ~ $1 bn of Annual Capital Generation Source: SNL DataSource. Financial data at 31-Mar-2006. Note: Large Caps: Bank of America, Wells Fargo, Wachovia, U.S. Bancorp. Regional Banks: SunTrust, National City, BB&T, Fifth Third, PNC, KeyCorp,
M&T, M&I, Comerica. 1 Includes estimated goodwill, restructuring charges and core deposit intangibles.
Does not include impact of deposit divestitures. 2 Regions ratings are prior to transaction announcement. 17 |
Pro
Forma Financial Impact 18 |
Transaction Assumptions Cost Savings: Restructuring Charge: Revenue Enhancements: Illustrative Divestitures: Core Deposit Intangible: Earnings estimates: Closing: $400 million pre-tax annual cost savings (approximately 10% of combined expenses) Full run-rate cost saves achieved by Q2 2008 Realization of $150 million pre-tax in 2007, $350 million pre-tax in 2008 $700 million pre-tax None assumed $2.5 billion 3% of AmSouths core deposits amortized over 10 years using sum of the years digits methodology AmSouth 2006E and 2007E EPS of $2.13 and $2.30, respectively; 2008E EPS applies 7.5% growth to 2007E Regions 2006E and 2007E EPS of $2.58 and $2.77, respectively; 2008E EPS applies 8.0% growth to 2007E Q4 2006 19 |
Pro Forma
Financial Results Note: Analysis does not take into account impact
of purchase accounting mark to market adjustments or revenue synergies. 20 Cost -Savings Phase -In $350mm $400mm 2007 2008 2008 Impact to Regions GAAP EPS 0.1% 6.8% 8.3% Cash EPS 4.2% 10.2% 11.7% Impact to AmSouth GAAP EPS (3.9)% 3.0% 4.5% Cash EPS 1.4% 7.6% 9.1% Dividend Impact to AmSouth 7.3% |
Substantial Synergies with Low Integration Risk Personnel $200 Occupancy / Equipment 65 Operations / Technology Reductions 75 Corporate / Other 60 Total (Pre-Tax) $400 (Dollars in Millions) Fully Phased-in Cost Savings Expected Sources of Cost Savings Expected Sources of Cost Savings Significant branch overlap Over 230 branches within 1 mile radius Full run-rate cost savings achieved by Q2 2008 21 |
Cost
Savings Value Creation for Shareholders 1 Capitalizes managements estimated cost savings of $400mm pre-tax (38% marginal
tax rate) at a 12.5x earnings multiple, less the impact of estimated restructuring costs of $700mm pre-tax (30% tax rate). Regions 62% $1.6bn Approximately 10% Per Share AmSouth 38% $1.0bn Approximately 10% Per Share $2.6bn of Value¹ $400mm Cost Savings Ownership: Share of Cost Savings: Value Creation: 22 |
Deliberate, Disciplined Approach to Combining Financial Models Generate positive operating leverage through expense control and quality revenue growth Financial metric driven Rigorous evaluation of capital allocation Willingness to exit low return markets and businesses Focus on high density / higher growth markets Redeploy capital at higher returns Focus relentlessly on execution Measurement and accountability 23 |
Transaction Rationale The Power of the Combination Financially Compelling Market-for-market exchange Substantial cost takeout opportunities Significant potential EPS accretion Meaningful excess capital generated Strategically Compelling Creates top 10 U.S. bank Strong presence in its core markets Combination enhances revenue composition, growth prospects and capital efficiency
Willingness to reallocate resources to higher growth markets Key management roles defined Disciplined approach to integration 24 |
Appendix 25 |
Combined
Balance Sheet Source: Publicly available financial statements. 1 Does not include purchase accounting adjustments and/or merger costs. (Dollars in Millions) As of 03/31/2006 AmSouth Regions Combined 1 Assets: Cash and Investment Securities $ 12,505 $ 13,913 $ 26,418 Loans, net of unearned income 36,738 58,460 95,198 Goodwill & Intangibles 296 5,292 5,588 Other Assets 3,320 6,929 10,249 Total Assets $ 52,858 $ 84,595 $ 137,453 Liabilities and Equity Deposits $ 37,119 $ 60,519 $ 97,638 Borrowings 10,296 11,518 21,814 Other Liabilities 1,825 1,900 3,726 Total Liabilities $ 49,240 $ 73,938 $ 123,178 Equity 3,618 10,657 14,275 Total Liabilities and Equity $ 52,858 $ 84,595 $ 137,453 26 |
Loan
Composition Source: Publicly available financial statements. (Dollars in Millions) As of 03/31/2006 Residential $ 6,078 17 % Residential RE $ 12,925 22 % Residential RE $ 19,003 20 % Commercial RE 3,068 8 Commercial RE 13,379 23 Commercial RE 16,448 17 Commercial 11,369 31 Commercial 14,954 26 Commercial 26,323 28 Consumer 11,395 31 Consumer 9,500 16 Consumer 20,895 22 Construction 4,827 13 Construction 7,701 13 Construction 12,529 13 Total $ 36,738 Total $ 58,460 Total $ 95,198 AmSouth Regions Combined 27 |
Strengthened Balance Sheet / Diversified Portfolio Improves Credit Risk Profile Allowance / Loans² 0.96% 1.34% 1.19% 1.06% Allowance / NPAs² 351.1 191.3 222.7 288.4 NPAs / Assets 0.19 0.48 0.37 0.27 NCOs / Avg. Loans 0.47 0.20 0.30 0.17 AmSouth Regions Combined Regional Banks¹ Expanded geographic and loan category diversification of portfolio improves pro
forma companies credit profile Historically strong credit quality metrics with shared underwriting standards Total Hurricane Katrina reserves of $77 million of which $72 million are still
available Credit Quality Metrics Credit Quality Metrics 1 Includes SunTrust, National City, BB&T, Fifth Third, PNC, KeyCorp, M&T, M&I,
Comerica. 2 Does not give effect to SOP03-3 adjustment. 28 |
Deposit
Composition Source: Publicly available financial statements. (Dollars in Millions) As of 03/31/2006 Non-Interest $ 8,291 22 % Non-Interest $ 13,328 22 % Non-Interest $ 21,619 22 % Savings/NOW/MMKT 17,387 47 Savings/NOW/MMKT 25,570 42 Savings/NOW/MMKT 42,957 44 Time 10,424 28 Time 18,355 30 Time 28,779 29 Foreign 1,017 3 Foreign 3,266 5 Foreign 4,283 4 Total $ 37,119 Total $ 60,519 Total $ 97,638 AmSouth Regions Combined 29 |
Pro Forma
Financial Results (Dollars in millions, except EPS data) Operating Income 2007 2008 Regions Stand Alone GAAP Net Income $1,247 $1,312 AmSouth Stand Alone GAAP Net Income 800 840 $2,047 $2,152 After-Tax Transaction Adjustments Cost Savings $93 $217 Incremental CDI Amortization (95) (86) Loss of Income from Illustrative Deposit Divestitures (31) (31) Other Adjustments (6) (9) Pro Forma Net Income $2,008 $2,243 Pro Forma GAAP EPS $2.77 $3.19 Pro Forma Cash EPS 2.93 3.34 Average Diluted Shares Outstanding (Millions) 725 702 Impact to Regions GAAP EPS 0.1% 6.8% Cash EPS 4.2 10.2 Impact to AmSouth GAAP EPS (3.9)% 3.0% Cash EPS 1.4 7.6 30 |
Merger
Status 31 |
Accomplishments Since the deal was announced in May, numerous activities have been completed or are underway: Key accomplishments to date include: Analyst Calls and Conferences Key Organizational Announcements Matrix Management 477 Leadership Decisions Announced Merger Integration process initiated Initial Systems Recommendations Securities and Exchange Commission filing completed August 17, 2006 Special Shareholder Meeting October 3, 2006 32 |
Objectives A set of integration objectives was developed to clearly define and measure the goals for a successful integration Integrate the business systems and processes of the combined organization to deliver the following: Enhanced efficiency Retention of customers and associates Minimized changes to customer products, pricing or features Growth in revenue and consumer households Highest levels of customer service Speed of execution but tempered with respect for customers, risk management and operating environment 33 |
Guiding
Principles A set of guiding principles was developed to focus the direction of the decision-making efforts throughout the life cycle of the integration. Leverage the strengths of both legacy organizations to create a combined organization with better products and operating excellence Utilize the best systems and processes from each legacy organization for a sound, highly reliable, efficient operating base Each Line of Business will conduct an extensive business review to develop recommendations for their respective business units for: Products Business Processes Technology Organizational Structure Business Review will be a collaborative effort with representation from Operations, Technology, Risk Management and Human Resources 34 |
35 Success Metrics In order to consistently and effectively measure success during the integration, three critical success criteria have been identified: protect the core business, enhance efficiency and grow revenue Revenue Growth Revenue Growth Summary Household Growth Loan Growth Deposit Growth Enhance Efficiency Financial Targets Progress on Merger Savings (updated quarterly) One-time Costs Protect the Core Customer Retention Associate Retention Customer Satisfaction 35 |
Divestiture Process Potential Bidders Offering Memorandum Purchase Agreement Due Diligence Online Data Room 36 |
Principal
Issues Customer Retention Creation of new competitor Personnel Retention of associates Creating the appropriate business climate Rules of engagement 12 month restriction on soliciting divested customers or associates Keeping a Focused Perspective Prescriptive process, driven by DOJ and the Federal Reserve Customer retention is critical Divestiture is undesirable but required 37 |
Branch
Expansion 2006 Status Combined de novo expansion for 2006 83 branches 55 in Florida 7 in Georgia 5 in Mississippi 4 in Texas 3 in Alabama, Tennessee and South Carolina 2 in North Carolina and 1 in Indiana 78 locations considered viable and are in an active land bank for 2007 and beyond 38 |
Branch
Expansion 2007 and Beyond Continue focus on branch expansion Follow rigorous process for site selection, planning and profitability 2007 Open 50 new branches 2008 Open 100 new branches 39 |