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AMSOUTH SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CITIZENS NATIONAL CORPORATION IN NAPLES, FLA.

 BIRMINGHAM, Ala., and NAPLES, Fla., Aug. 10 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire Citizens National Corporation (NASDAQ-NMS: CNCN), parent company of Citizens National Bank headquartered in Naples.
 The agreement was announced jointly today by Walter R. Rogers, chairman, and Michael M. Viechec Jr, president and chief executive officer of Citizens National Corporation, and by John W. Woods, AmSouth Bancorporation's chairman and chief executive officer.
 Under the terms of the agreement, AmSouth will exchange the equivalent of $11.25 in AmSouth stock for each common share of Citizens National. The number of AmSouth shares to be exchanged is subject to change based on the price of AmSouth common stock under certain circumstances. At the $11.25 equivalent of AmSouth stock, the transaction is valued at approximately $48.8 million.
 The acquisition, which is to be accounted for as a pooling of interests, is expected to be completed during 1994, pending approval by Citizens National's shareholders and regulatory authorities and the completion of other closing conditions.
 In making today's announcement, AmSouth's Woods said: "Naples is projected to be one of the nation's five fastest-growing cities during the next two decades, and Citizens National has already proven it can compete successfully in this highly attractive market. Under the direction of Walter Rogers and Citizens National's board of directors, the bank has performed very well with respect to such traditional measures as return on assets and return on equity while also achieving commendable growth."
 Citizens National's Rogers said: "We look forward to becoming part of a company that has achieved high marks for quality and performance and that is dedicated to building a major banking franchise in Florida. Trust and upscale banking are two of AmSouth's strengths which match ideally with the demographics of Naples and Collier County."
 Citizens National's Viechec added, "We are delighted that our shareholders, customers and the communities we serve will share the benefits of our affiliation with AmSouth."
 Citizens National reported June 30 assets of $289.6 million and deposits of $259.2 million. The bank operates six banking offices in Collier County.
 Woods also said the addition of Citizens National's offices in Naples and Marco Island is a natural complement to AmSouth's recently announced pending acquisition of Parkway Bank in Fort Myers. "The combination of Citizens National and Parkway will give us a significant presence in this fast-growing area and will provide us with a strong nucleus to build an even stronger southwest Florida banking franchise," Woods said.
 He added that the economic environment in the area "will give us an outstanding opportunity to achieve the higher levels of performance that we have set for our corporation."
 Other pending AmSouth acquisitions in Florida include The First National Bank of Clearwater, Mid-State Federal Savings Bank headquartered in Ocala, First Gulf Bank in St. Petersburg, Orange Bank headquartered in Orlando, and FloridaBank in Jacksonville.
 These pending acquisitions represent more than $2 billion in assets and approximately 80 banking offices. AmSouth Bank of Florida presently operates 24 banking offices in northwest Florida and reported June 30 assets of $1.2 billion.
 AmSouth Bancorporation, headquartered in Birmingham, operates banking offices in four states and mortgage banking offices in eight southeastern states. The company's assets at June 30 totaled $11.1 billion.
 In addition to AmSouth Bank of Florida, other AmSouth Bancorporation affiliates include AmSouth Bank N.A. with 151 banking offices throughout Alabama, AmSouth Bank of Tennessee with 20 offices, and AmSouth Bank of Georgia. AmSouth also has signed definitive agreements to acquire The Georgia State Bank of Rome and First Federal Savings Bank of Calhoun, Ga.
 AmSouth Bancorporation's bank-related affiliates include AmSouth Mortgage Company, Inc., with 30 branches, satellite offices and processing centers, AmSouth Investment Services, Inc., and AmSouth Leasing Corporation.
 Reasons for the Acquisition
 Of Citizens National Corporation
 1. Consistent with AmSouth's geographic expansion strategy
 2. Operates in one of the most rapidly growing areas in the
 nation -- Household incomes significantly higher than
 existing AmSouth markets, making it ideal for AmSouth's
 upscale banking and trust services, two of AmSouth's strengths
 3. Citizens National is a profitable, well-managed company with
 the potential for significant earnings growth, especially
 when linked with other pending acquisitions
 Description of Transaction
 Accounting treatment: Pooling of interests
 Total price: Approximately $48.8 million
 Total price to adjusted book value: 2.74x
 Method of payment: AmSouth will exchange the
 equivalent of $11.25 in
 AmSouth stock for each common
 share of Citizens National.
 The number of AmSouth shares
 to be exchanged is subject
 to change based on the price
 of AmSouth common stock under
 certain circumstances.
 Estimated closing date: During 1994
 Number of AmSouth shares to be
 issued: Approximately 1,509,000
 Number of AmSouth shares
 outstanding at June 30, 1993: 43,778,000
 Combined assets pro forma
 including all pending
 acquisitions: $13.6 billion
 Citizens National Corporation Profile
 (June 30, 1993)
 Headquarters: Naples, Fla.
 Assets: $289.6 million
 Loans: Residential Real Estate $106.5 million
 Commercial $ 50.9 million
 Consumer $ 38.4 million
 Total loans $195.8 million
 Allowance for loan losses: $ 1.8 million
 Nonperforming assets: $ 4.9 million
 Deposits: $259.2 million
 Equity: $ 17.8 million
 Equity to assets ratio: 6.15 percent
 Profitability for six months ended June 30, 1993
 Net income: $1,566,566
 Return on average assets: 1.11 percent
 Return on average equity: 18.38 percent
 -0- 8/10/93
 /CONTACT: Harvey E. Campbell of AmSouth, 205-326-5316, or Walter R. Rogers of Citizens National, 813-262-1040/
 (ASO CNCN)


CO: AmSouth Bancorporation; Citizens National Corporation ST: Alabama, Florida IN: FIN SU: TNM

BN-RA -- AT003 -- 1023 08/10/93 08:10 EDT
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Publication:PR Newswire
Date:Aug 10, 1993
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