SEC Info - Schmidt E Frank - ‘4’ for 11/1/04 re: Southtrust Corp.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHMIDT E FRANK

(Last)

(First)

(Middle)

420 NORTH 20TH STREET - 4TH FLOOR

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHTRUST CORP [ SOTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/1/04

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/1/04		D		376,032.0206 ⁽¹⁾	D	⁽²⁾	0	D
Common Stock	11/1/04		D		2,036.583	D	⁽²⁾	0	I	Spouse-custodian for child
Common Stock	11/1/04		D		300	D	⁽²⁾	0	I	IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to buy	$6.375	11/1/04		D			18,000	⁽³⁾	1/18/05	common stock	18,000	⁽³⁾	0	D
Right to buy	$8.4167	11/1/04		D			6,538	⁽³⁾	1/17/06	common stock	6,538	⁽³⁾	0	D
Right to buy	$8.4167	11/1/04		D			11,464	⁽³⁾	1/17/06	common stock	11,464	⁽³⁾	0	D
Right to buy	$12.125	11/1/04		D			17,964	⁽³⁾	1/16/07	common stock	17,964	⁽³⁾	0	D
Right to buy	$12.125	11/1/04		D			4,536	⁽³⁾	1/16/07	common stock	4,536	⁽³⁾	0	D
Right to buy	$18.0834	11/1/04		D			5,530	⁽³⁾	1/27/08	common stock	5,530	⁽³⁾	0	D
Right to buy	$18.0834	11/1/04		D			24,472	⁽³⁾	1/27/08	common stock	24,472	⁽³⁾	0	D
Right to buy	$18.9063	11/1/04		D			34,712	⁽³⁾	1/20/09	common stock	34,712	⁽³⁾	0	D
Right to buy	$18.9063	11/1/04		D			5,288	⁽³⁾	1/20/09	common stock	5,288	⁽³⁾	0	D
Right to buy	$15.6875	11/1/04		D			47,000	⁽³⁾	1/18/10	common stock	47,000	⁽³⁾	0	D
Right to buy	$20.03	11/1/04		D			50,000	⁽³⁾	1/15/11	common stock	50,000	⁽³⁾	0	D
Right to buy	$24.02	11/1/04		D			50,000	⁽³⁾	1/15/12	common stock	50,000	⁽³⁾	0	D
Right to buy	$26.18	11/1/04		D			3,819	⁽³⁾	1/13/13	common stock	3,819	⁽³⁾	0	D
Right to buy	$26.18	11/1/04		D			56,181	⁽³⁾	1/13/13	common stock	56,181	⁽³⁾	0	D
Right to buy	$33.55	11/1/04		D			72,020	⁽³⁾	1/20/14	common stock	72,020	⁽³⁾	0	D
Right to buy	$33.55	11/1/04		D			2,980	⁽³⁾	1/20/14	common stock	2,980	⁽³⁾	0	D

Explanation of Responses:

(1) Includes 42,094.8314 shares of common stock held in the profit sharing plan of the company and allocated to the reporting person's account, which shares of common stock are exempt from Section 16(b) by virtue of Rule 16B-3(b)(3). Does not include shares of common stock of the company held by the company's pension plan under circumstances where only cash balances are allocated to participants (rather than such shares of common stock) and as to which the reporting person does not possess voting or investment powers. Also includes 781.1900 shares of common stock held in the Employee Stock Ownership Plan as of 10/1/04.

(2) Shares disposed of in the merger between SouthTrust Corporation and Wachovia Corporation pursuant to which each share of SouthTrust common stock was exchanged for 0.89 shares of Wachovia common stock, having a market value of $49.48 per share on the effective date of the merger.

(3) In the merger of SouthTrust and Wachovia, each outstanding option to purchase SouthTrust common stock was converted to an option to purchase Wachovia stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of SouthTrust options by 0.89, the exercise price was adjusted by dividing the SouthTrust exercise price by 0.89, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the option.

Remarks:

	John D. Buchanan, Attorney-in-fact	11/3/04
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Schmidt E Frank – ‘4’ for 11/1/04 re: Southtrust Corp.

On: Wednesday, 11/3/04, at 11:29am ET · For: 11/1/04 · As: Officer · Accession #: 1209191-4-50864 · File #: 33-49512

Previous ‘4’: ‘4’ on 1/23/04 for 1/21/04 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Schmidt E Frank – ‘4’ for 11/1/04 re: Southtrust Corp.

On: Wednesday, 11/3/04, at 11:29am ET · For: 11/1/04 · As: Officer · Accession #: 1209191-4-50864 · File #: 33-49512

Previous ‘4’: ‘4’ on 1/23/04 for 1/21/04 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents