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 BIRMINGHAM, Ala., and CALHOUN, Ga., Aug. 3 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire First Federal Savings Bank in Calhoun.
 The agreement was announced jointly today by Henry E. Holland, chairman, president and chief executive officer of First Federal, and by John W. Woods, AmSouth Bancorporation's chairman, president and chief executive officer.
 Under the terms of the agreement, AmSouth will exchange .9991 shares of AmSouth common stock for each share of common stock of First Federal. The transaction is valued at approximately $14.0 million.
 The acquisition, which is to be accounted for as a pooling of interests, is expected to be completed during 1994, pending approval by First Federal's shareholders and regulatory authorities and the completion of other closing conditions.
 In making today's announcement, Woods said First Federal's strong performance and location makes it an ideal complement to AmSouth's plans to develop a major banking franchise in northwest Georgia.
 "Calhoun is strategically located between our Chattanooga franchise and The Georgia State Bank of Rome, which we are in the process of acquiring," Woods said. "First Federal operates in the growth corridor along I-75 and in a county with a much higher projected growth rate than surrounding counties," he added.
 Holland said: "We are delighted to become part of such a well- respected and quality institution as AmSouth. Our customers will benefit through a significant increase in the number and variety of financial services available, and our entire market will benefit from AmSouth's traditions for supporting worthwhile community interests." Holland added that AmSouth is dedicated to improving the quality of life in the communities it serves through support of varied charitable, civic, cultural and educational programs.
 First Federal reported June 30 assets of $69.4 million and deposits of $57.7 million.
 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 AmSouth's pending acquisition of The Georgia State Bank of Rome, AmSouth also has signed definitive agreements to acquire six financial institutions in rapidly growing areas of Florida.
 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 First Federal Savings Bank
 1. Consistent with AmSouth's geographic expansion strategy,
 strengthens northwest Georgia franchise.
 2. Operates within a growing area of northwest Georgia
 3. First Federal has sound management, a good record of performance
 over recent years and the potential for significant
 earnings growth, especially when linked with AmSouth's pending
 acquisition of The Georgia State Bank of Rome.
 Description of Transaction
 Accounting treatment: Pooling of interests
 Total price(a): Approx. $14.0 million
 Total price to book
 value(a): 1.23x
 Method of payment: AmSouth will exchange .9991 shares of
 AmSouth common stock for each share of
 First Federal
 Estimated closing date: During 1994
 Number of AmSouth shares
 to be issued: Approx. 434,000
 Number of AmSouth shares
 outstanding at 6/30/93: 43,778,000
 Combined assets pro forma
 including all pending
 acquisitions: approx. $13.2 billion
 (a) Based on AmSouth's stock price of $32.03 which represents the
 90-day average stock price for the period ending July 28, 1993.
 First Federal Profile
 (June 30, 1993)
 Headquarters: Calhoun, Ga.
 Assets: $69.4 million
 Loans: Residential real estate $38.6 million
 Commercial $ 0.2 million
 Consumer $11.7 million
 Total loans: $50.5 million
 Allowance for loan losses: $414,000
 Nonperforming assets: $178,000
 Deposits: $57.7 million
 Equity: $11.3 million
 Equity to assets ratio: 16.29 percent
 Profitability for nine months ended June 30, 1993
 Net income: $1.03 million
 Return on average assets: 2.01 percent
 Return on average equity: 12.47 percent
 -0- 8/3/93
 /CONTACT: Harvey E. Campbell of AmSouth, 205-326-5316, or Henry E. Holland of First Federal, 706-629-2848/

CO: AmSouth Bancorporation; First Federal Savings Bank ST: Alabama, Georgia IN: FIN SU: TNM

BR-RA -- AT015 -- 9111 08/03/93 17:47 EDT
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Publication:PR Newswire
Date:Aug 3, 1993

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