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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 26, 1998
(December 22, 1997)
FIRST STATE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 0-23890 58-1439347
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
333 W. BROAD AVENUE, ALBANY, GEORGIA 31701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (912) 432-8000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 22, 1997, First State Corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Agreement") with Regions Financial
Corporation ("Regions"). Pursuant to the Agreement, the Company will merge
with Regions in a stock-for-stock exchange (the "Merger"). Under the terms of
the Agreement, Regions will exchange .56 of a share of its common stock for
each share of the Company's common stock, subject to possible adjustment.
The Merger is subject to approval of Company shareholders, federal and
state bank regulatory authorities and other customary closing conditions. The
Company and Regions issued a press release on December 11, 1997 describing
merger discussions between the two parties. Such press release if filed as
Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of First State Corporation
and Regions Financial Corporation dated
December 11, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST STATE CORPORATION
By: /s/ Douglas E. Wren
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Its: President
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Date: January 26, 1998
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Press Release of First State Corporation and
Regions Financial Corporation dated
December 11, 1997
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REGIONS FINANCIAL EXPANDS IN GEORGIA
FRIDAY, DECEMBER 12, 1997 08:16 AM
BIRMINGHAM, Ala.--Regions Financial Corporation and First State Corporation
of Albany, Georgia jointly announced that they have entered into a
non-binding letter of intent with regards to a proposed merger of First State
Corporation into Regions Financial.
Under the terms of the proposal, Regions would exchange .56 of a share of its
common stock for each share of First State common stock, subject to possible
adjustment. Based on Regions' closing stock price of $41.75 on December 11,
1997, the transaction would be valued at approximately $161 million. The
merger, which is anticipated to be accounted for as a pooling of interests,
is expected to be consummated during the first half of 1998, pending
execution of a definitive merger agreement, approval of First State
stockholders and regulatory authorities, completion of due diligence by
Regions and other customary conditions of closing. The transaction is
expected to be a tax-free reorganization for federal income tax purposes.
J. Stanley Mackin, chairman and chief executive officer of Regions, stated,
"We are very pleased to expand our Georgia franchise in the southern part of
the state through our affiliation with First State. First State is an
excellent bank that enjoys a strong market position. We expect the management
of First State to take a real leadership role in growing our south Georgia
franchise. We look forward to our new relationship with First State's
employees, stockholders and customers."
Morgan G. Murphy, chairman and chief executive officer of First State, said,
"Combining with Regions Financial is a logical next step in our ongoing drive
to provide value to our shareholders, service to our customers, support for
our communities, and opportunities for our employees. At a time when many
large financial institutions are abandoning Albany and markets like it, it is
refreshing and encouraging to have a partner that is committed to the type of
personal, service-oriented, community-based banking that is the hallmark of
First State Bank. We are delighted to welcome Regions Financial to southwest
Georgia, and we are excited about the role we believe your First State team
will continue to play as Regions Financial expands its presence throughout
this market area."
First State Corporation is a two-bank holding company headquartered in
Albany, Georgia. First State's banking subsidiaries, First State Bank & Trust
Company, Albany and First State Bank & Trust company, Cordele, operate 14
offices in Albany, Bainbridge, Cordele, Cuthbert, Fort Gaines and Leesburg.
First State also operates First State Mortgage, which originates and services
residential mortgage loans. As of September 30, 1997, First State had total
assets of $540 million, total deposits of $462 million and total
stockholders' equity of $52 million. Annualized return on assets was 1.40%,
with an annualized return on equity of 14.72% through the first nine months
of 1997, based on a 9.63% equity to assets ratio. First
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State's common stock is traded on the Nasdaq national market system under the
symbol FSBT.
In other acquisition-related developments, Regions announced the execution of
definitive agreements and the successful completion of due diligence reviews
in connection with its proposed acquisition of First United Bancorporation
(Nasdaq:FUSC) and Key Florida Bancorp, Inc. (Nasdaq:KEYB). Regions and First
United Bancorporation of Anderson, South Carolina, previously announced on
September 23, that they had reached an agreement in principle to merge. On
November 7, Regions and Key Florida Bancorp of Bradenton, Florida, announced
their intention to merge.
Regions Financial Corporation is a regional multi-bank holding company
providing banking services from more than 430 offices in five southeastern
states and bank-related services in the fields of mortgage banking,
insurance, securities brokerage and mutual funds. Regions currently has six
pending acquisitions--three in South Carolina, and one each in Florida,
Georgia and Louisiana. After all pending acquisitions are completed, Regions'
total assets are expected to exceed $24 billion. Regions' common stock is
traded in the Nasdaq National Market System under the symbol RGBK.
CONTACT: Ronald C. Jackson
Assistant Comptroller and
Director of Investor Relations
205-326-7374
QUOTE FOR REFERENCED TICKER SYMBOLS: FSBT, RGBK, FUSC, KEYB
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