<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): November 23, 1994
REGIONS FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-6159 63-0589368
- --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
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.
During the first nine months of 1994, Regions has consummated the
acquisitions of (i) Guaranty Bank and Trust Company ("Guaranty"), located in
Baton Rouge, Louisiana, (ii) First Bank of Fayette ("First Fayette"), located
in Fayette, Alabama, (iii) Bank of New Roads, located in New Roads, Louisiana,
and (iv) First Rome Bank, located in Rome, Georgia, contributing an aggregate
of approximately $527 million in assets, $291 million in loans, and $470
million in deposits to Regions' consolidated balance sheet. Also during the
same period, Regions consummated certain transactions with the Resolution Trust
Corporation (the "RTC") as a result of which Regions Bank of Florida, Regions'
banking subsidiary in Florida, acquired four branch offices in Panama City,
Florida, First Alabama Bank, Regions' banking subsidiary in Alabama, acquired a
branch office in each of Atmore and Brewton, Alabama, Secor Bank, Federal
Savings Bank, a savings bank subsidiary of Regions in Louisiana, acquired a
branch office in Houma, Louisiana, and Guaranty acquired two branch offices in
Baton Rouge, Louisiana, with combined deposits in the nine offices of
approximately $90 million.
Since September 30, 1994, Regions has completed the acquisition of First
American Bank and Trust of Louisiana ("First American"), located in Monroe,
Louisiana (the "First American Acquisition"), which added approximately $307
million in assets to Regions' consolidated balance sheet, and which resulted in
the issuance of approximately 1,784,000 shares of Regions Common Stock having
an approximate value of $55 million, computed as of the date of consummation of
the First American Acquisition. Regions has accounted for the First American
Acquisition as a purchase.
In addition, as of the date of this Current Report, Regions has pending
three additional acquisitions (the "Pending Acquisitions") in Georgia,
Louisiana, and Alabama, 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>
Fidelity Federal Savings Bank
located in Dalton, Georgia (2) ........ $287 $ 32 Regions Common Pooling of
Stock Interests
First Commercial Bancshares, Inc.
and its subsidiary, First National
Bank of St. Bernard Parish, located
in Chalmette, Louisiana (3)...... 114 20 Regions Common Purchase
Stock and
Cash
Union Bank & Trust Company, located
in Montgomery, Alabama(4) .............. 419 65 Regions Common Purchase
---- ---- Stock
Totals.................................. $820 $117
==== ====
</TABLE>
(1) Calculated as of the date of announcement of such transactions.
(2) At the effective time of the merger of an interim subsidiary of Regions
into Fidelity Federal Savings Bank ("Fidelity") (the "Fidelity Effective
Time"), each share of Fidelity common stock issued and outstanding at the
Fidelity Effective Time, with certain exceptions, will be converted into 0.449
<PAGE> 3
of a share of Regions Common Stock, subject to possible adjustment in the event
the average of the closing prices of Regions common stock over a specified
period is less than $32.32 (the "Fidelity Exchange Ratio"), and each share of
Fidelity preferred stock issued and outstanding at the Fidelity Effective Time,
with certain exceptions, will be converted into that number of shares of
Regions Common Stock obtained by multiplying the Fidelity Exchange Ratio by the
number of shares of Fidelity common stock into which such share of preferred
stock is convertible at the Fidelity Effective Time.
(3) At the effective time of the merger of First Commercial Bancshares, Inc.
("First Commercial") into Regions (the "First Commercial Effective Time"),
each share of First Commercial common stock issued and outstanding at the First
Commercial Effective Time, with certain exceptions, will be converted, at the
option of the holder, into either (a) 2.626 shares of Regions Common Stock,
subject to possible adjustment, or (b) a combination of 1.444 shares of Regions
Common Stock, subject to possible adjustment, and $40.77 in cash.
(4) 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
(a) that fraction of a share of Regions Common Stock equal to the quotient
obtained by dividing (x) $16.02 by (y) the Average Closing Price (defined
generally as the average of the daily closing sales prices of Regions Common
Stock on the Nasdaq National Market for the ten consecutive full trading days
ending at the close of trading on the fifth trading day preceding the Union
Effective Time) and (b) the right to receive on a deferred basis and in
accordance with the terms of an escrow trust agreement that additional fraction
of a share of Regions Common Stock equal to the quotient obtained by dividing
(x) $0.51 by (y) the Average Closing Price.
If the First American Acquisition and all of the Pending Acquisitions had
been consummated on September 30, 1994, based on September 30, 1994 pro forma
financial information, Regions' total consolidated assets would have increased
by approximately $1.1 billion to approximately $12.8 billion; its total
consolidated deposits would have increased by approximately $946 million to
approximately $10.2 billion; and its total consolidated stockholders' equity
would have increased by approximately $77 million to approximately $978
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 First American 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 First American 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 November 22, 1994, Regions had
purchased approximately $80.5 million of Regions Common Stock pursuant to this
repurchase program.
As part of its ongoing business strategy, 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' 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 September 30, 1994, prepared in accordance with Regulation S-X, giving
effect to the above-discussed acquisitions.
<PAGE> 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Unaudited Pro Forma Financial Information of Regions
Financial Corporation.
<PAGE> 5
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: November 23, 1994
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- ----------
<S> <C>
99 Unaudited Pro Forma Financial Information
of Regions Financial Corporation ..............
</TABLE>
<PAGE> 1
EXHIBIT 99
Unaudited Pro Forma Financial Information
The following unaudited pro forma combined condensed statement of condition as
of September 30, 1994, gives effect to (i) the acquisition of Fidelity by
Regions, assuming such acquisition is accounted for as a pooling-of-interests,
and (ii) the acquisitions of First American, Union, and First Commercial,
assuming such acquisitions are treated as purchases for accounting purposes, as
if all such transactions had been consummated on September 30,1994.
The following unaudited pro forma combined condensed statements of income for
the nine months ended September 30, 1994, and year ended December 31, 1993,
give effect to (i) the acquisition of Fidelity by Regions, assuming such
acquisition is accounted for as a pooling-of-interests, and (ii) the
acquisitions of First American, Union and First Commercial, 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 acquisition of
Fidelity by Regions, assuming such acquisition is accounted for as a
pooling-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 September 30, 1994
(in thousands)
<TABLE>
<CAPTION>
Adjustments Regions and
First First Increase All Acquisitions
ASSETS Regions American Union Commercial Fidelity (Decrease) Pro Forma Combined
------- -------- ----- ---------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 470,005 $ 25,708 $ 20,659 $ 4,134 $ 12,828 ($4,615)e $ 528,719
Interest-bearing deposits in other banks 830 8,272 9,102
Securities - held to maturity 1,910,091 23,223 92,690 5,614 7,002 2,038,620
Securities - available for sale 574,744 12,907 93,548 714 (10,194)a 606,719
(65,000)c
Trading account assets 2,942 2,942
Mortgage loans held for sale 273,356 273,356
Federal fund sold and securities
purchased under agreement to resell 39,427 22,000 36,400 4,500 100 102,427
Loans, net of unearned income 8,037,888 214,516 160,573 92,048 251,280 8,756,305
Less: allowance for loan losses (112,864) (2,472) (3,618) (1,065) (3,825) (123,844)
Premises and equipment, net 147,769 5,984 7,134 6,310 6,287 173,484
Other real estate 8,262 376 2,245 11 73 10,967
Excess purchase price 53,779 1,579 (1,579)b 109,558
27,207 b
19,742 d
8,830 e
Due from customers on acceptances 33,852 33,852
Other assets 229,876 3,878 8,961 1,644 5,212 249,571
----------- -------- -------- --------- -------- ------- -----------
TOTAL ASSETS $11,669,957 $307,699 $418,592 $113,910 $287,229 ($25,609) $12,771,778
======================================================== ========================
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Adjustments Regions and
First First Increase All Acquisitions
LIABILITIES AND STOCKHOLDERS' EQUITY Regions American Union Commercial Fidelity (Decrease) Pro Forma Combined
------- -------- ----- ---------- -------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing deposits $ 1,280,713 $ 73,497 $ 62,765 $ 16,174 $ 18,919 $ 1,452,068
Interest-bearing deposits 7,989,143 204,309 252,556 81,273 236,858 8,764,139
Federal funds purchased and securities
sold under agreements to repurchase 700,650 700,650
Other borrowed money 645,955 54,750 5,000 4,675 710,380
Bank acceptances outstanding 33,852 33,852
Other liabilities 118,111 1,989 3,263 984 7,925 132,272
----------- -------- -------- -------- -------- -------- -----------
Total Liabilities 10,768,424 279,795 373,334 103,431 268,377 11,793,361
Preferred stock 2,100 ($2,100)f
Common stock 28,084 8,759 1,937 226 1,774 (8,759)b 29,018
(1,937)d
306 e
(226)e
(1,146)f
Surplus 390,171 4,593 14,073 5,507 167 (7,980)b 399,992
(4,593)b
(14,073)d
14,388 e
(5,507)e
3,246 f
Undivided Profits 553,081 14,616 30,392 4,746 14,811 (14,616)b 567,892
(30,392)d
(4,746)e
Less: Treasury and unearned restricted stock (64,867) (10,194)a (13,549)
61,512 b
(65,000)c
65,000 d
Unrealized gain (loss) on securities AFS,
net of tax 64 b (4,936)
1,144 d
(4,936) (64) (1,144)
----------- -------- -------- -------- -------- -------- -----------
Total Stockholders' Equity 901,533 27,904 45,258 10,479 18,852 (25,609) 978,417
----------- -------- -------- -------- -------- -------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $11,669,957 $307,699 $418,592 $113,910 $287,229 ($25,609) $12,771,778
======================================================== ======== ===========
</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) To reflect the purchase, in the open market, of an additional 339,787
shares of Regions Common Stock at $30.00 per share to effect the First American
transaction. As of September 30, 1994, 1,444,600 shares of Regions Common Stock
were held in treasury stock for issuance in connection with the First American
transaction
b) To reflect the elimination of First American'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 First American
common stock, assuming a market price of $30.00 per share for Regions Common
Stock. The Regions Common Stock exchanged is reflected as being issued from
treasury stock.
c) To reflect the purchase, in the open market, of 2,166,532 shares of Regions
Common Stock at $30.00 per share to effect the Union transaction.
d) To reflect the elimination of Union's capital accounts in accordance with
purchase accounting, and corresponding exchange of 2,166,532 shares of Regions
Common Stock for all the outstanding shares of Union common stock, assuming a
market price of $30.00 per share for Regions Common Stock. The Regions Common
Stock exchanged is reflected as being issued from treasury stock.
e) To reflect the elimination of First Commercial's capital accounts in
accordance with purchase accounting, and corresponding exchange of 489,808
shares of Regions Common Stock and $4.6 million in cash for all the outstanding
shares of First Commercial common stock, assuming a market price of $30 per
share for Regions Common Stock, and assuming that 50% of First Commercial's
outstanding shares will elect to receive Regions Common Stock and 50% will
elect to receive a combination of Regions Common Stock and cash.
f) Upon consummation of the merger with Fidelity, each share of Fidelity common
and preferred stock is assumed to be converted into .484 shares of Regions
Common Stock. resulting in the issuance of 1,004,203 shares of Regions Common
Stock. The Fidelity 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 Fidelity. The
unaudited pro forma financial statements have been prepared assuming that
Regions will issue approximately 1,004,203 shares of Regions Common Stock to
the stockholders' of Fidelity, based on a market price of $30.00 per share for
Regions Common Stock. A reclassification from preferred and common stock to
surplus results from the issuance of the shares.
<PAGE> 5
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Nine months ended September 30, 1994
<TABLE>
<CAPTION>
Adjustments Regions and
(in thousands, except per share amounts) First First Increase All Acquisitions
Regions American Union Commercial Fidelity (Decrease) Pro Forma Combined
------- -------- ----- ---------- -------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $568,358 $16,670 $18,336 $7,131 $13,920 ($198)d $624,217
Interest expense 246,294 5,053 8,638 2,151 7,170 6,558 c 275,864
-------- ------- ------- ------ ------ ------ --------
Net interest income 322,064 11,617 9,698 4,980 6,750 (6,756) 348,353
Provision for loan losses 13,804 607 (2,526) 305 0 12,190
Non-interest income 108,996 3,733 3,608 661 4,840 121,838
Non-interest expense 254,376 9,363 9,882 3,574 7,218 (55)a 286,458
-------- ------- ------- ------ ------ --------
2,325 b
(225)e
-------
Income before income taxes 162,880 5,380 5,950 1,762 4,372 (8,801) 171,543
Applicable income taxes 54,243 1,736 1,949 584 1,622 (2,456)f 57,678
-------- ------- ------- ------ ------- ------- --------
Net Income $108,637 $ 3,644 $ 4,001 $1,178 $ 2,750 ($6,345) $113,865
================================================== ====== ========
Earnings per common share $ 2.52 $ 2.54
======== ========
Average common shares outstanding 43,029 334 490 1,004 44,857
</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
(in thousands, except per share amounts) First First Increase All Acquisitions
Regions American Union Commercial Fidelity (Decrease) Pro Forma Combined
------- -------- ----- ---------- -------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $555,667 $22,082 $26,060 $9,320 $16,444 $629,573
Interest expense 213,614 6,474 12,347 2,707 8,366 $ 9,663 c 253,171
------- -------- ------- ------ ------- ------- --------
Net interest income 342,053 15,608 13,713 6,613 8,078 (9,663) 376,402
Provision for loan losses 21,533 1,281 0 480 127 23,421
Non-interest income 132,027 4,135 4,176 838 5,750 146,926
Non-interest expense 287,026 11,929 13,279 4,710 9,434 (60)a 329,117
------- -------- ------- ------ ------- --------
3,099 b
(300)e
-------
Income before income taxes 165,521 6,533 4,610 2,261 4,267 (12,402) 170,790
Applicable income taxes 53,476 2,144 142 (75) 1,544 (3,520)f 53,711
------- -------- ------- ------ ------- ------- --------
Income before cumulative effect of
change in accounting principle $112,045 $ 4,389 $ 4,468 $2,336 $ 2,723 ($8,882) $117,079
================================================== ======= ========
Earnings per common share $ 3.01 $ 3.03
======== ========
Average common shares outstanding 37,205 490 1,004 38,699
</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
(in thousands, except per share amounts) Pooling-of-interests Acquisitions
Regions Fidelity Pro Forma Combined
------- -------- ---------------------------------
<S> <C> <C> <C>
Interest income $536,747 $17,373 $554,120
Interest expense 224,068 10,092 234,160
-------- ------- --------
Net interest income 312,679 7,281 319,960
Provision for loan losses 27,072 2,737 29,809
Non-interest income 119,077 4,065 123,142
Non-interest expense 264,659 8,287 272,946
-------- ------- --------
Income before income taxes 140,025 322 140,347
Applicable income taxes 44,977 14 44,991
-------- ------- --------
Net Income $ 95,048 $ 308 $ 95,356
================== ========
Earnings per common share $ 2.60 $ 2.54
======== ========
Average common shares outstanding 36,532 1,004 37,536
</TABLE>
<PAGE> 8
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1991
<TABLE>
<CAPTION>
Regions and All
(in thousands, except per share amounts) Pooling-of-interests Acquisitions
Regions Fidelity Pro Forma Combined
------- -------- ---------------------------------
<S> <C> <C>
Interest income $556,821 $20,918 $577,739
Interest expense 292,017 13,727 305,744
-------- ------- --------
Net interest income 264,804 7,191 271,995
Provision for loan losses 24,005 465 24,470
Non-interest income 101,457 4,449 105,906
Non-interest expense 230,340 6,578 236,918
-------- ------- --------
Income before income taxes 111,916 4,597 116,513
Applicable income taxes 33,660 1,714 35,374
-------- ------- --------
Net Income $ 78,256 $ 2,883 $ 81,139
================== ========
Earnings per common share $ 2.16 $ 2.18
======== ========
Average common shares outstanding 36,191 1,004 37,195
</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 First American's books at acquisition.
b) To reflect amortization over 18 years of new excess purchase price
resulting from acquisitions.
c) To reflect additional interest expense on subordinated notes issued to
effect the First American and Union transactions. Regions issued $25 million in
subordinated notes at 7.65% in July 1994 and $100 million in subordinated notes
at 7.75% in September1994. This adjustment represents the additional interest
expense that would have been incurred if both issuances of subordinated notes
had been outstanding as of the beginning of each period shown, assuming that
the proceeds of the subordinated notes were used to purchase Regions Common
Stock in connection with the acquisition of First American and Union.
d) To reflect elimination of interest income that would have been foregone on
the proceeds from the issuance of the subordinated notes which were invested in
earning assets until used for purchasing Regions Common Stock in connection
with the acquisition of First American and Union.
e) To reflect depreciation savings achieved through the consolidation of
facility duplication.
f) To reflect the income tax provision related to adjustments to income
arising out of the acquisition transactions.
