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AMSOUTH SIGNS DEFINITIVE AGREEMENT TO ACQUIRE PARKWAY BANCORP IN FLORIDA

 BIRMINGHAM, Ala., and FORT MYERS, Fla., July 29 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire Parkway Bancorp, Inc., parent company of Parkway Bank headquartered in Fort Myers.
 The agreement was announced jointly today by Edward B. Knapke, chairman, and Larry P. Donovan, president of Parkway Bancorp, and by John W. Woods, AmSouth Bancorporation's chairman and chief executive officer.
 Under the terms of the agreement, AmSouth will exchange .4886 shares of AmSouth common stock for each share of common stock of Parkway. The transaction is valued at approximately $19.6 million, or 2.06 times Parkway Bancorp's June 30 adjusted book value.
 The acquisition, which is to be accounted for as a pooling of interests, is expected to be completed during the first part of 1994, pending approval by Parkway's shareholders and regulatory authorities and the completion of other closing conditions. Parkway Bancorp has granted AmSouth an option to acquire, in certain events, shares of Parkway common stock.
 In making today's announcement, Woods said: "Parkway Bank operates in one of the nation's fastest growing areas, which is projected to experience double-digit population growth throughout the 1990s. In addition, area demographics related to income and median age make this an ideal market for AmSouth's upscale banking services and extensive trust capabilities."
 Woods said the addition of Parkway offices in Lee, Charlotte and Collier counties will complement AmSouth's previously announced pending Florida acquisitions. These 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.
 "When these pending acquisitions are consummated, AmSouth Bank of Florida will have assets of more than $3 billion and approximately 100 banking offices," Woods said.
 Knapke said: "We are delighted to become part of such a well- respected and high performing institution as AmSouth. Our customers will benefit through a significant increase in the number and variety of quality financial services available, and our entire market will benefit from AmSouth's traditions for supporting worthwhile community interests. Our existing management and staff will continue to serve Parkway customers with the same outstanding quality of service that has been provided in the past."
 Donovan added that he was also excited for current Parkway shareholders and noted that AmSouth is recognized as one of Moody's Investors Service's Dividend Achievers, having increased dividends every year for the past 19 years.
 Parkway reported June 30 assets of $125.5 million and deposits of $114.9 million. Parkway operates seven banking offices in Lee, Charlotte and Collier counties.
 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.
 The corporation's lead bank, AmSouth Bank N.A., operates 151 banking offices throughout Alabama. Other bank affiliates include AmSouth Bank of Florida with 24 banking offices in northwest Florida, AmSouth Bank of Tennessee with 20 offices, AmSouth Bank of Georgia, and AmSouth Bank of Walker County, Ala. In addition to pending Florida acquisitions, AmSouth also has signed a definitive agreement to acquire The Georgia State Bank of Rome.
 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 Parkway Bancorp
 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. Parkway has sound management and the potential for significant
 earnings growth, especially when linked with other pending
 acquisitions.
 Description of Transaction
 Accounting treatment: Pooling of interests
 Total price: Approx. $19.6 million
 Total price to adjusted
 book value: 2.06x
 Method of payment: AmSouth will exchange .4886 shares of
 AmSouth common stock for each share of
 Parkway Bancorp
 Estimated closing date: First part of 1994
 Number of AmSouth shares
 to be issued: Approx. 626,000
 Number of AmSouth shares
 outstanding at 6/30/93: 43,778,000
 Combined assets pro forma
 including all pending
 acquisitions: $13.1 billion
 Parkway Bancorp Profile
 (June 30, 1993)
 Headquarters: Fort Myers, Fla.
 Assets: $125.5 million
 Loans: Residential real estate $49.7 million
 Commercial $16.3 million
 Consumer $10.1 million
 Total loans: $76.1 million
 Allowance for loan losses: $1.0 million
 Nonperforming assets: $2.6 million
 Deposits: $114.9 million
 Equity: $8.2 million
 Equity to assets ratio: 6.39 percent
 Profitability for six months ended June 30, 1993
 Net income: $651,000
 Return on average assets: 1.02 percent
 Return on average equity: 16.49 percent
 -0- 7/29/93
 /CONTACT: Harvey E. Campbell of AmSouth, 205-326-5316, or Edward B. Knapke of Parkway, 813-482-1577/
 (ASO)


CO: AmSouth Bancorporation; Parkway Bancorp, Inc. ST: Florida, Alabama IN: FIN SU: TNM

RA-BN -- AT013 -- 7515 07/29/93 12:17 EDT
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Date:Jul 29, 1993
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