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<PAGE> 1
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): July 8, 1994
REGIONS FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
- - --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street
Birmingham, Alabama 35203
----------------------------------------------------------------
(Address, including zip code, of principal executive offices)
(205) 326-7100
-----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
In connection with its program of acquiring financial institutions
in existing or adjacent markets, Regions Financial Corporation ("Regions") is
filing this Current Report on Form 8-K (the "Current Report") with respect to
certain aspects of its consummated and pending acquisitions for the 1994 fiscal
year.
As of the date of this Current Report, and since December 31,
1993, Regions has consummated the acquisitions (the "Recently Completed
Acquisitions") of Guaranty Bancorp, Inc. ("Guaranty"), located in Baton Rouge,
Louisiana, and First Fayette Bancshares, Inc. ("First Fayette"), located in
Fayette, Alabama, certain aspects of which transactions are set forth in the
following table.
RECENTLY COMPLETED ACQUISITIONS
<TABLE>
<CAPTION>
CONSIDERATION
---------------------
APPROXIMATE
--------------------- ACCOUNTING DATE ACQUISITION
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT COMPLETED
-------------------------------- ---------- ----- --------- ---------- ----------------
(In millions)
<S> <C> <C> <C> <C> <C>
Guaranty Bancorp, Inc., and its
subsidiary, Guaranty Bank and
Trust Company, located in Baton
Rouge, Louisiana(2).............. $189 $28 Regions Pooling of May 31, 1994
Comon Interests
Stock
First Fayette Bancshares, Inc.
and its subsidiary, First Bank
of Fayette, located in Fayette,
Alabama(3)....................... 77 17 Cash Purchase July 7, 1994
---- --- and Notes
Totals........................... $266 $45
==== ===
</TABLE>
(1) Calculated as of the date of closing of such transactions.
(2) At the effective time of the merger of Guaranty into Regions (the
"Guaranty Effective Time"), each share of Guaranty common stock issued
and outstanding at the Guaranty Effective Time, with certain exceptions,
was converted into the right to receive 1.09375 shares of the $.625 par
value common stock of Regions ("Regions Common Stock") resulting in the
issuance of an aggregate of 828,850 shares of Regions Common Stock.
(3) At the effective time of the merger of First Fayette into Regions (the
"First Fayette Effective Time"), all of the shares of First Fayette
common stock issued and outstanding at the First Fayette Effective Time
were purchased for $17 million in cash and notes.
Since December 31, 1993, Regions also has consummated certain
transactions with the Resolution Trust Corporation (the "RTC"), as a result of
which Regions acquired four branch offices in Panama City, Florida, and one
branch office in each of Atmore and Brewton, Alabama with combined deposits of
approximately $50 million.
- 2 -
<PAGE> 3
In addition, as of the date of this Current Report, Regions has
pending four additional acquisitions (the "Pending Acquisitions") in the States
of Alabama, Georgia, and Louisiana, certain aspects of which transactions are
set forth in the following table.
PENDING ACQUISITIONS
<TABLE>
<CAPTION>
CONSIDERATION
-----------------
APPROXIMATE ANTICIPATED
-------------------------- ACCOUNTING
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT
--------------------------------- ---------- ----- ---- ------------
(In millions)
<S> <C> <C> <C> <C>
American Bancshares, Inc. and its
subsidiary, First American Bank
and Trust Company of Louisiana,
located in Monroe, Louisiana(2) ........ $ 304 $ 61 Regions Purchase
Common
Stock
BNR Bancshares, Inc. and its
subsidiary, Bank of New Roads,
located in New Roads, Louisiana(3)...... 143 26 Regions Pooling of
Common Interests
Stock
First Community Bancshares, Inc.
and its subsidiary, First Bank of
Rome, located in Rome, Georgia(4)....... 124 24 Regions Pooling of
Common Interests
Stock
Union Bank & Trust Company, located
in Montgomery, Alabama(5) .............. 455 65 Regions Purchase
------ ---- Common
Stock
Totals.................................. $1,026 $176
====== ====
</TABLE>
(1) Calculated as of the date of announcement of such transactions.
(2) At the effective time of the merger of American Bancshares, Inc. ("ABI")
into Regions (the "ABI Effective Time"), each share of ABI common stock
issued and outstanding at the ABI Effective Time, with certain
exceptions, will be converted into 2.4445 shares of Regions Common
Stock.
(3) At the effective time of the merger of BNR Bancshares, Inc. ("BNR") into
Regions (the "BNR Effective Time"), each share of BNR common stock
issued and outstanding at the BNR Effective Time, with certain
exceptions, will be converted into that number of shares of Regions
Common Stock equal to the quotient obtained by dividing (i) $79.70 by
(ii) the average of the daily closing sale prices of Regions Common
Stock on the Nasdaq National Market (as reported by The Wall Street
Journal or, if not reported thereby, another authoritative source chosen
by Regions) for the 20 consecutive full trading days in which such
shares are traded on the Nasdaq National
- 3 -
<PAGE> 4
Market ending at the close of trading on the fifth trading day preceding
the BNR Effective Time, subject to minimum and maximum exchange ratios
of 2.214 and 3.065.
(4) At the effective time of the merger of First Community Bancshares, Inc.
("First Community") into Regions (the "First Community Effective Time"),
each share of First Community common stock issued and outstanding at the
First Community Effective Time, with certain exceptions, will be
converted into .95 shares of Regions Common Stock.
(5) At the effective time of the merger of Union Bank & Trust Company
("Union") with Regions (the "Union Effective Time"), each share of Union
common stock issued and outstanding at the Union Effective Time will be
converted into that number of shares of Regions Common Stock equal to
the quotient obtained by dividing (i) $16.53 by (ii) the average of the
daily closing sales prices of Regions Common Stock on the Nasdaq
National Market (as reported by The Wall Street Journal or, if not
reported thereby, another authoritative source chosen by Regions) for
the 10 consecutive full trading days in which such shares are traded on
the Nasdaq National Market ending at the close of trading on the fifth
trading day preceding the Union Effective Time.
If the Recently Completed Acquisitions and all of the Pending
Acquisitions had been consummated on March 31, 1994, based on March 31, 1994
pro forma financial information, Regions' total consolidated assets would have
increased by approximately $1.3 billion to approximately $11.7 billion; its
total consolidated deposits would have increased by approximately $1.2 billion
to approximately $9.9 billion; and its total consolidated stockholders' equity
would have increased by approximately $38 million to approximately $916
million.
Consummation of the Pending Acquisitions is subject to the
approval of certain regulatory agencies and of the stockholders of the
institutions to be acquired and to the effectiveness of the registration
statements filed or to be filed with the Securities and Exchange Commission.
Moreover, the closing of each transaction is subject to various contractual
conditions precedent. No assurance can be given that the conditions precedent
to consummating the Pending Acquisitions will be satisfied in a manner that
will result in the consummation of all of the Pending Acquisitions.
In connection with the acquisitions of ABI and Union, Regions has
announced that it may purchase, in the open market, an equivalent number of
some or all of the shares of Regions Common Stock to be issued in such
transactions. As a result of the ABI and Union transactions, Regions
anticipates that it may purchase in the open market as much as approximately
$126 million of Regions Common Stock. The timing and amount of such possible
purchases will be determined based on Regions Common Stock price, capital
needs, and other factors. As of July 15, 1994, Regions had purchased
approximately $24.7 million of Regions Common Stock pursuant to this repurchase
program.
Regions continually evaluates business combination opportunities
and frequently conducts due diligence activities in connection with possible
business combinations. As a result, business combination discussions and, in
some cases, negotiations frequently take place, and future business
combinations involving cash, debt, or equity securities can be expected. Any
future business combination or series of business combinations that Regions
might undertake may be material, in terms of assets acquired or liabilities
assumed, to Regions'
- 4 -
<PAGE> 5
financial condition. Recent business combinations in the banking industry
typically have involved the payment of a premium over book and market values.
This practice could result in dilution of book value and net income per share
for the acquirer.
Included as an exhibit to this Current Report, and incorporated
herein by reference, is certain unaudited pro forma financial information of
Regions as of March 31, 1994, prepared in accordance with Regulation S-X,
giving effect to the above-discussed acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Unaudited Pro Forma Financial Information of Regions
Financial Corporation.
- 5 -
<PAGE> 6
SIGNATURES
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.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ ROBERT P. HOUSTON
----------------------------
Title: Executive Vice President and Comptroller
----------------------------------------
Date: July 18, 1994
- 6 -
<PAGE> 7
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- ----------
99 Unaudited Pro Forma Financial Information
of Regions Financial Corporation ..............
- 7 -
<PAGE> 1
Unaudited Pro Forma Financial Information
The following unaudited pro forma combined condensed statement of condition as
of March 31, 1994, gives effect to (i) the acquisitions of BNR, Guaranty, and
First Community by Regions, assuming such acquisitions are accounted for as
poolings-of-interests, and (ii) the acquisitions of First Fayette, Union, ABI,
and the transactions with the RTC, assuming such acquisitions are treated as
purchases for accounting purposes, as if all such transactions had been
consummated on March 31,1994.
The following unaudited pro forma combined condensed statements of income for
the three months ended March 31, 1994, and year ended December 31, 1993, give
effect to (i) the acquisitions of BNR, Guaranty, and First Community by
Regions, assuming such acquisitions are accounted for as poolings-of-interests,
and (ii) the acquisitions of First Fayette, Union, and ABI, assuming such
acquisitions are treated as purchases for accounting purposes, as if all such
transactions had been consummated on January 1,1993.
The following unaudited pro forma combined condensed statements of income for
the years ended December 31, 1992 and 1991, give effect to the acquisitions of
BNR, Guaranty, and First Community by Regions, assuming such acquisitions are
accounted for as poolings-of-interests and had been consummated on January 1,
1991.
The unaudited pro forma combined condensed financial statements are presented
for information purposes only and are not necessarily indicative of the
combined financial position or results of operation which would actually have
occurred if the transactions had been consummated at the date and for the
periods indicated or which may be obtained in the future.
<PAGE> 2
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Condition
As of March 31, 1994
(In thousands)
<TABLE>
<CAPTION>
First First RTC
ASSETS Regions BNR Fayette Guaranty Community Union ABI Transactions
------- --- ------- -------- --------- ----- --- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 416,422 $ 4,092 $ 2,606 $ 9,332 $ 3,970 $ 20,714 $ 35,696 $43,303
Interest-bearing deposits in other banks 794 100
Investment securities 1,914,403 25,884 44,229 35,946 32,528 96,001 21,297 4,749
Securities available for sale 564,536 38,481 9,407 10,184 114,821 13,178
Trading account assets 8,272
Mortgage loans held for sale 229,888
Federal fund sold and securities
purchased under agreement to resell 67,259 3,850 4,675 10,510 500 43,000 21,000
Loans, net of unearned income 6,848,701 64,105 15,025 129,686 72,390 164,324 206,894 187
Allowance for loan losses (103,330) (873) (171) (1,973) (1,192) (4,118) (3,031)
Premises and equipment, net 139,653 2,417 183 3,311 3,742 7,493 4,838
Other real estate 11,505 72 179 2,359 323
Excess purchase price 47,500 167 2,456
Due from customers on acceptances 71,095
Other assets 220,006 4,659 788 2,264 2,022 10,073 3,193 5
----------- -------- ------- -------- -------- -------- -------- -------
TOTAL ASSETS $10,436,704 $142,687 $76,742 $189,176 $124,323 $454,667 $303,555 $50,700
===================================================================================
Adjustments Regions and All
ASSETS Increase Other Acquisitions
(Decrease) Pro Forma Combined
---------- ------------------
<S> <C> <C>
Cash and due from banks $ 536,135
Interest-bearing deposits in other banks 894
Investment securities 2,175,037
Securities available for sale ($65,000)e 625,830
(59,777)g
Trading account assets 8,272
Mortgage loans held for sale 229,888
Federal fund sold and securities
purchased under agreement to resell (17,000)d 133,794
Loans, net of unearned income 7,501,312
Allowance for loan losses (114,688)
Premises and equipment, net 161,637
Other real estate 14,438
Excess purchase price 2,212 d 107,666
20,923 f
(167)h
34,575 h
Due from customers on acceptances 71,095
Other assets 243,010
-------- -----------
TOTAL ASSETS ($84,234) $11,694,320
==========================
</TABLE>
<PAGE> 3
<TABLE>
First First RTC
LIABILITIES AND STOCKHOLDERS' EQUITY Regions BNR Fayette Guaranty Community Union ABI Transactions
------- --- ------- -------- --------- ----- --- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest-bearing deposits $ 1,133,105 $ 9,728 $ 7,722 $ 38,658 $ 12,691 $ 70,895 $ 88,783 $18,485
Interest-bearing deposits 7,633,890 115,593 52,574 136,185 100,069 293,506 187,520 31,959
Federal funds purchased and securities
sold under agreements to repurchase 114,642 42,496
Other borrowed money 469,794 705 420 553
Bank acceptances outstanding 71,095
Other liabilities 135,939 1,734 953 798 1,673 3,693 1,883 256
----------- -------- ------- -------- -------- -------- -------- -------
Total Liabilities 9,558,465 127,055 61,954 176,061 114,986 410,590 278,186 50,700
Common stock 26,587 3,375 256 766 700 1,935 8,287
Surplus 376,200 3,813 5,110 2,670 8,007 13,978 4,122
Undivided Profits 483,113 8,976 9,098 9,709 1,355 28,396 12,936
Treasury and unearned restricted stock (13,850) (439) (30)
Unrealized gain (loss) on securities
available for sale, net of tax 6,189 (93) 324 (725) (232) 24
----------- -------- ------- -------- -------- -------- --------
Total Stockholders' Equity 878,239 15,632 14,788 13,115 9,337 44,077 25,369
----------- -------- ------- -------- -------- -------- --------
TOTAL LIABILITIES AND EQUITY $10,436,704 $142,687 $76,742 $189,176 $124,323 $454,667 $303,555 $50,700
====================================================================================
Adjustments Regions and All
Increase Other Acquisitions
(Decrease) Pro Forma Combined
---------- ------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-interest-bearing deposits $ 1,380,067
Interest-bearing deposits 8,551,296
Federal funds purchased and securities
sold under agreements to repurchase 157,138
Other borrowed money 471,472
Bank acceptances outstanding 71,095
Other liabilities 146,929
-----------
Total Liabilities 10,777,997
Common stock ($2,890)a 28,006
(248)b
(284)c
(256)d
(1,935)f
(8,287)h
Surplus 2,451 a 393,643
218 b
284 c
(5,110)d
(13,978)f
(4,122)h
Undivided profits (9,098)d 503,153
(28,396)f
(12,936)h
Treasury and unearned restricted
stock 439 a (13,850)
30 b
(65,000)e
65,000 f
(59,777)g
59,777 h
Unrealized gain (loss) on securities
available for sale, net of tax (324)d 5,371
232 f
(24)h
--------
Total Stockholders' Equity (84,234) 916,323
-------- -----------
TOTAL LIABILITIES AND EQUITY ($84,234) $11,694,320
============================
</TABLE>
See notes to the unaudited pro forma combined condensed statement of condition.
<PAGE> 4
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition
(a) Upon consummation of the merger with BNR, each share of BNR common stock
will be converted into 2.3791 shares of Regions Common Stock, assuming a
$33.50 per share market price of Regions Common Stock. The BNR transaction
will be accounted for as a pooling-of-interests, therefore the effect upon
stockholders' equity will be to increase Regions stockholders' equity by
the total equity of BNR. The unaudited pro forma financial statements have
been prepared assuming that Regions will issue approximately 776,105
(2.3791 x 326,218) shares of Regions Common Stock to the stockholders of
BNR. A reclassification from common stock to surplus results from the
issuance of the shares.
(b) Upon consummation of the merger with Guaranty, each share of Guaranty
common stock was converted into 1.09375 shares of Regions Common Stock.
The Guaranty transaction was accounted for as a pooling-of-interests,
therefore the effect upon stockholders' equity was to increase Regions
stockholders' equity by the total equity of Guaranty. The unaudited pro
forma financial statements have been prepared assuming that Regions issued
828,850 (1.09375 x 757,805) shares of Regions Common Stock to the
stockholders of Guaranty. A reclassification from common stock to surplus
results from the issuance of the shares.
(c) Upon consummation of the merger with First Community, each share of First
Community common stock will be converted into .95 shares of Regions Common
Stock. The First Community transaction will be accounted for as a
pooling-of-interests, therefore the effect upon stockholders' equity will
be to increase Regions stockholders' equity by the total equity of First
Community. The unaudited pro forma financial statements have been prepared
assuming that Regions will issue approximately 664,914 (.95 x 699,909)
shares of Regions Common Stock to the stockholders of First Community. A
reclassification from common stock to surplus results from the issuance of
the shares.
(d) To reflect the purchase of all outstanding shares of First Fayette common
stock for $17,000,000 in cash and notes.
(e) To reflect the purchase of 1,940,299 shares of treasury stock at $33.50 per
share to effect the Union transaction.
(f) To reflect the elimination of Union's capital accounts in accordance with
purchase accounting, and corresponding exchange of 1,940,299 shares of
Regions Common Stock for all the outstanding shares of Union common stock,
assuming a market price of $33.50 per share for Regions Common Stock. The
Regions Common Stock exchanged is reflected as being issued from treasury
stock.
(g) To reflect the purchase of 1,784,387 shares of treasury stock at $33.50 per
share to effect the ABI transaction.
(h) To reflect the elimination of ABI's capital accounts in accordance with
purchase accounting, and corresponding exchange of 1,784,387 shares of
Regions Common Stock for all the outstanding shares of ABI common stock,
assuming a market price of $33.50 per share for Regions Common Stock. The
Regions Common Stock exchanged is reflected as being issued from treasury
stock.
<PAGE> 5
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Three months ended March 31, 1994
<TABLE>
<CAPTION>
Adjustments Regions and All
(In thousands, except per share amounts) First First Increase Other Acquisitions
Regions BNR Fayette Guaranty Community Union ABI (Decrease) Pro Forma Combined
------- --- ------- -------- --------- ----- --- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $170,906 $2,393 $1,138 $3,321 $2,201 $6,139 $5,274 $ (132)c $189,181
(986)e
(1,073)d
Interest expense 73,539 804 441 1,168 964 2,873 1,619 81,408
-------- ------ ------ ------ ------ ------ ------ ------- --------
Net interest income 97,367 1,589 697 2,153 1,237 3,266 3,655 (2,191) 107,773
Provision for loan losses 4,326 90 10 150 108 (745) 243 4,182
Noninterest income 36,548 373 167 334 340 1,042 1,280 40,084
Noninterest expense 80,145 1,305 394 1,513 712 3,172 2,995 (15)a 90,989
-------- ------ ------ ------ ------ ------ ------ 843 b --------
(75)f
---------
Income before income taxes 49,444 567 460 824 757 1,881 1,697 (2,944) 52,686
Applicable income taxes 16,292 163 163 320 260 651 537 (811)g 17,575
-------- ------ ------ ------ ------ ------ ------ --------- --------
Net Income $ 33,152 $ 404 $ 297 $ 504 $ 497 $1,230 $1,160 $(2,133) $ 35,111
========================================================================== ========
Earnings per common share $ 0.81 $ 0.81
======== ========
Average common shares outstanding 41,059 776 829 665 43,329
</TABLE>
See notes to unaudited pro forma combined condensed statements of income.
<PAGE> 6
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1993
<TABLE>
<CAPTION>
Adjustments Regions and All
(In thousands, except per share amounts) First First Increase Other Acquisitions
Regions BNR Fayette Guaranty Community Union ABI (Decrease) Pro Forma Combined
------- --- ------- -------- --------- ----- --- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $555,667 $10,131 $4,854 $13,430 $8,058 $26,060 $22,082 $ (517)c $630,718
(4,334)e
(4,713)d
Interest expense 213,614 3,349 1,811 4,910 3,805 12,347 6,474 246,310
-------- ------- ------ ------- ------ ------- ------- ------- --------
Net interest income 342,053 6,782 3,043 8,520 4,253 13,713 15,608 (9,564) 384,408
Provision for loan losses 21,533 220 40 680 168 0 1,281 23,922
Noninterest income 132,027 1,007 345 1,446 985 4,176 4,135 144,121
Noninterest expense 287,026 4,707 1,351 5,514 2,692 13,279 11,929 (60)a 329,508
-------- ------- ------ ------- ------ ------- ------- 3,370 b --------
(300)f
-------
Income before income taxes 165,521 2,862 1,997 3,772 2,378 4,610 6,533 (12,574) 175,099
Applicable income taxes 53,476 824 695 1,250 670 142 2,144 (3,545)g 55,656
-------- ------- ------ ------- ------ ------- ------- ------- --------
Net Income before cumulative
effect of change in accounting
principle $112,045 $ 2,038 $1,302 $ 2,522 $1,708 $ 4,468 $ 4,389 $(9,029) $119,443
========================================================================================
Earnings per common share $ 3.01 $ 3.03
======== ========
Average common shares outstanding 37,205 776 829 665 39,475
</TABLE>
See notes to unaudited pro forma combined condensed statements of income.
<PAGE> 7
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1992
<TABLE>
<CAPTION>
Regions and All Other
(In thousands, except per share amounts) First Poolings-of-Interests Acquisitions
Regions BNR Guaranty Community Pro Forma Combined
------- --- -------- --------- ------------------
<S> <C> <C> <C> <C> <C>
Interest income $536,747 $10,479 $13,010 $7,246 $567,482
Interest expense 224,068 3,987 5,117 3,743 236,915
-------- ------- ------- ------ --------
Net interest income 312,679 6,492 7,893 3,503 330,567
Provision for loan losses 27,072 140 962 431 28,605
Noninterest income 119,077 1,033 1,252 925 122,287
Noninterest expense 264,659 4,967 4,864 2,348 276,838
-------- ------- ------- ------ --------
Income before income taxes 140,025 2,418 3,319 1,649 147,411
Applicable income taxes 44,977 563 1,109 550 47,199
-------- ------- ------- ------ --------
Net income before cumulative effect
of change in
accounting principle $ 95,048 $ 1,855 $ 2,210 $1,099 $100,212
========================== ====== ========
Earnings per common share $ 2.60 $ 2.58
======== ========
Average common shares outstanding 36,532 776 829 665 38,802
</TABLE>
<PAGE> 8
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1991
<TABLE>
<CAPTION>
Regions and All Other
(In thousands, except per share amounts) First Poolings-of-Interests Acquisitions
Regions BNR Guaranty Community Pro Forma Combined
------- --- -------- --------- ------------------
<S> <C> <C> <C> <C> <C>
Interest income $556,821 $11,245 $12,219 $6,189 $586,474
Interest expense 292,017 5,995 6,234 3,595 307,841
-------- ------- ------- ------ --------
Net interest income 264,804 5,250 5,985 2,594 278,633
Provision for loan losses 24,005 75 806 278 25,164
Noninterest income 101,457 619 1,096 614 103,786
Noninterest expense 230,340 4,824 4,125 1,834 241,123
-------- ------- ------- ------ --------
Income before income taxes 111,916 970 2,150 1,096 116,132
Applicable income taxes 33,660 84 703 394 34,841
-------- ------- ------- ------ --------
Net income before cumulative
effect of change in
accounting principle $ 78,256 $ 886 $ 1,447 $ 702 $ 81,291
========================== ====== ========
Earnings per common share $ 2.16 $ 2.11
======== ========
Average common shares outstanding 36,191 776 829 665 38,461
</TABLE>
<PAGE> 9
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statements of Income
(a) To reflect elimination of amortization expense related to excess purchase
price on ABI's books at acquisition.
(b) To reflect amortization over 15 to 18 years of new excess purchase price
resulting from acquisitions.
(c) To reflect elimination of interest income foregone on Federal Funds used
to fund the purchase of First Fayette.
(d) To reflect elimination of interest income foregone on securities used to
fund the purchase of treasury stock to be issued in the Union transaction.
(e) To reflect elimination of interest income foregone on securities used to
fund the purchase of treasury stock to be issued in the ABI transaction.
(f) To reflect depreciation savings achieved through the consolidation of
facility duplication.
(g) To reflect the income tax provision related to adjustments to income
arising out of the acquisition transactions.
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