ATLANTA -- Capping a frenetic acquisition spree in Florida, Amsouth Barcorp on Monday said it would buy Fortune Bancorp for $285 million.

The Alabama company. which agreed to pay 1.63 times the Clearwater-based thrift's book value, will nearly double its size in Florida with the purchase.

Fortune, which plans to convert to a state-chartered bank, has $2.6 billion of assets and 46 offices spread along the state's west coast.

The deal would represent a sharp turnaround for Fortune, whose shares were trading as low as $7 when new management was brought in to revive the company in 1990.

Half Stock, Half Cash

Amsouth tentatively agreed to pay Fortune's investors $34.25 a share on Monday, half in stock and half in cash.

The thrift's stock rose $2.75 a share to $29.875 by Monday afternoon. Amsouth's stock fell $1 to $30.625 a share on the news.

Amsouth will become Florida's fifth-largest bank, with $6.2 billion in assets, if the deal closes, as planned, in mid-1994. It also will rank as the second-largest bank in deposit market share in fast-growing Pinellas County.

Amsouth had only $1.1 billion of assets in Florida at the beginning of the year, when it launched an ambitious acquisition plan with the purchase of a $458 million-asset commercial bank in Clearwater.

Since then, it unveiled plans to buy four more banks and three thrifts, counting Fortune, in Florida, nearly all on the west coast.

Rebuffed in Mississippi

John W. Woods, the chairman and chief executive of $1 1.1 billion-asset Amsouth, told analysts Monday that he intends to take a breather on "major acquisitions" until at least mid-1994 because of the need to integrate pending mergers. He also revealed that the company recently made overtures to some banks in Mississippi, without success.

C. Stanley Bailey, Amsouth's vice chairman and point man for acquisitions, said that the Fortune deal would produce 1.8% dilution for Amsouth shareholders in 1994, but that it would be nondilutive in subsequent years.

He projected shaving $14 million a year in Fortune's expenses by eliminating one-fourth of the combined companies' staff and 18 branches.

Mr. Bailey also forecast that Amsouth's five pending transactions in Florida, all of which involve pooling-of-interest accounting, would reduce its earnings to about $3.14 a share in 1993 and $3.39 a share in 1994, down from analysts' consensus estimates of $3.20 and $3.50 for the two years.

Amsouth earned $102 million, or $2.55 a share, in 1992.

The deal, which is still subject to due diligence by Amsouth, represents a clear victory for Fortune shareholders.

The thrift emerged from three years of heavy losses during fiscal 1992 under the leadership of its new chairman and chief executive, John R. Torell 3d.

In the nine months ended June 30, it has posted a profit of $9.6 million, for a relatively meager return on assets of 0.49%.

Fortune continues to hold $85.7 million of nonperforming assets, representing 5.91% of total loans and foreclosed real estate. Mr. Bailey said the deal is contingent on the resolution of one $21 million credit in that portfolio.

Other Bidders

Mr. Torell, a former president of Manufacturers Hanover Corp. and Calfed, who continues to reside in New York, said several parties besides Amsouth made unsolicited bids for the thrift.

"I looked at this thing as cleaning up a bank and creating a regional independent," he said with satisfaction. "But I knew that if we did a really good job we would come up on everybody's radar screen and receive unsolicited offers."

Mr. Torell, 54, will join Amsouth's board. But the executive said he may pursue other ventures, including formation of a bank investment fund or putting together a chain of small to medium-size financial institutions.

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