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AMSOUTH BANCORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FIRST GULF BANK

 BIRMINGHAM, Ala., and ST. PETERSBURG, Fla., March 15 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire First Gulf Bank and its parent company, Charter Banking Corp. of St. Petersburg, Fla.
 The agreement was announced jointly today by David A. Straz Jr., chairman of First Gulf Bank, and by John W. Woods, AmSouth Bancorporation's chairman and chief executive officer.
 Under the terms of the agreement, AmSouth will pay $15.50 in cash for each share of First Gulf Bank common stock, or $12.8 million. The price represents a premium of 1.43 times First Gulf's Dec. 31, 1992, book value.
 The acquisition, which is to be accounted for as a purchase, is expected to be completed by year-end 1993, pending approval by regulatory authorities and other closing conditions. The transaction is expected to have no dilutive effect on the future earnings per share of AmSouth common stock.
 In making today's announcement, AmSouth CEO Woods said: "This transaction enhances our franchise in Pinellas County when coupled with the recently announced agreement to acquire The First National Bank of Clearwater, Florida. First Gulf Bank is the largest remaining independent bank in Pinellas County not headquartered in Clearwater."
 First Gulf Bank, which earned $629,000 in 1992, reported total assets of $116 million and total deposits of $107 million at Dec. 31, 1992, and operates five banking offices in Pinellas County including two in St. Petersburg. On Jan. 21, AmSouth signed a definitive agreement to acquire The First National Bank of Clearwater which reported year-end assets of $458 million and operates 10 banking offices in Pinellas County.
 Straz, chairman of First Gulf Bank, said: "We're excited over the prospects of becoming part of AmSouth and helping build a dynamic banking franchise in the Pinellas County market.
 "This agreement is advantageous for all concerned including our customers and our shareholders. We will complement AmSouth's recently announced plans to acquire First National in Clearwater, and our customers will benefit from AmSouth's extensive product line and expertise in all areas of banking," Straz added.
 Ralph Harshbarger, First Gulf Bank President and CEO, said, "The employees and I are very excited about our association with AmSouth and the benefits it will bring to the bank's customers through expanded products and services."
 With current assets of approximately $10.8 billion and deposits of approximately $8.3 billion, AmSouth presently operates 23 banking offices in northwest Florida, 153 throughout Alabama and 21 offices in Tennessee. AmSouth entered the northwest Georgia market in February 1993 by opening AmSouth Bank of Georgia in Summerville. In addition to the First National Bank of Clearwater and First Gulf Bank, AmSouth has announced a letter of intent to acquire the Georgia State Bank of Rome, Ga. Bank related affiliates of AmSouth Bancorporation include AmSouth Mortgage Company, Inc. with 15 offices in eight southeastern states, AmSouth Investment Services, Inc., and AmSouth Leasing Corporation.
 AMSOUTH REASONS FOR THE ACQUISITION OF FIRST GULF BANK
 1. The Pinellas County market is a growing, high income market.
 2. The acquisition enhances AmSouth's market presence in Pinellas
 County when coupled with the previously announced acquisition of
 The First National Bank of Clearwater.
 3. The transaction will be anti-dilutive to AmSouth's shareholders
 and will enhance shareholder value.
 DESCRIPTION OF TRANSACTION
 Accounting treatment: Purchase
 Total price: $12.8 million
 Method of payment: $15.50 cash for each share of
 First Gulf Bank common stock
 Estimated closing date: End of 1993
 Combined assets pro forma
 including the acquisition
 of The First National Bank
 of Clearwater, Georgia State
 Bank of Rome, and First Gulf
 Bank: $11.4 billion
 FIRST GULF BANK PROFILE
 (Dec. 31, 1992)
 Headquarters: Gulfport, Fla.
 Assets: $116.3 million
 Loans: Real Estate $38.3 million
 Commercial 2.4 million
 Consumer 1.8 million
 Total Loans $42.5 million
 Allowance for loan losses: $1.2 million
 Nonperforming assets: $2.9 million
 Deposits: $106.6 million
 Shareholders' Equity: $8.9 million
 Equity to assets ratio: 7.64 percent
 Profitability for 1992
 Net income: $629,000
 Return on average assets: .55 percent
 Return on average equity: 6.82 percent
 -0- 3/15/93
 /CONTACT: Harvey E. Campbell of AmSouth, 205-326-5316/
 (ASO)


CO: AmSouth Bancorporation; First Gulf Bank ST: Alabama, Florida IN: FIN SU: TNM

BR-RA -- AT002 -- 5924 03/15/93 10:01 EST
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Date:Mar 15, 1993
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