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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): September 8, 1994
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 0-6159 63-0589368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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417 North 20th Street
Birmingham, Alabama 35203
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(Address, including zip code, of principal executive offices)
(205) 326-7100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On September 8, 1994, Regions Financial Corporation (the "Company")
entered into an Underwriting Agreement and related Terms Agreement
(collectively, the "Underwriting Agreement") with CS First Boston Corporation;
Bear, Stearns & Co. Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation covering the issuance and sale of $100,000,000 in aggregate
principal amount of 7 3/4% Subordinated Notes Due 2024 (the "Notes"), Issuable
under an Indenture, dated December 1, 1992 (the "Indenture"), by and between
the Company and Bankers Trust Company, as trustee. The Notes were registered
under the Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form S-3 (File Nos. 33-54225 and 22-21712) as filed
with the Securities and Exchange Commission on June 21, 1994, and as amended on
September 6, 1994 (the "Registration Statement"). Five exhibits are filed
herewith in connection with the issuance and sale of such Notes, consisting of
the Underwriting Agreement, the related Terms Agreement, an Officers'
Certificate pursuant to Section 301 of the Indenture and the two forms of the
Notes.
Copies of documents incorporated by reference in the Registration
Statement, excluding exhibits not specifically incorporated into the
information incorporated therein, are available without charge upon written or
telephone request to Stockholder Assistance, Ronald C. Jackson, Regions
Financial Corporation, P.O. Box 1448, Montgomery, Alabama 36102. Telephone
requests may be directed to Mr. Jackson at (205) 832-8450.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
(1)(a) Underwriting Agreement, dated September 8, 1994, between Regions
Financial Corporation, CS First Boston Corporation; Bear, Stearns & Co.
Inc. and Donaldson, Lufkin & Jenrette Securities Corporation as
Underwriters.
(1)(b) Terms Agreement, dated September 8, 1994, between Regions
Financial Corporation, CS First Boston Corporation; Bear Stearns & Co.
Inc. and Donaldson, Lufkin & Jenrette Securities Corporation as
Underwriters.
(4)(a) Officers' Certificate pursuant to Section 301 of the Indenture.
(4)(b) Form of 7 3/4% Subordinated Notes Due 2024 (global form).
(4)(c) Form of 7 3/4% Subordinated Notes Due 2024 (registered form).
(23)(a) Consent of Ernst & Young LLP
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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
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Title: Executive Vice President and Comptroller
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Date: September 13, 1994
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EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
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(1)(a) Underwriting Agreement, dated September 8, 1994,
between Regions Financial Corporation and CS First
Boston Corporation; Bear, Stearns & Co. Inc.; and
Donaldson, Lufkin & Jenrette Securities Corporation,
as Underwriters.......................................
(1)(b) Terms Agreement, dated September 8, 1994, between
Regions Financial Corporation and CS First Boston
Corporation; Bear, Stearns & Co. Inc.; and Donaldson,
Lufkin & Jenrette Securities Corporation, as
Underwriters..........................................
(4)(a) Officers' Certificate pursuant to Section 301 of the
Indenture.............................................
(4)(b) Form of 7 3/4% Subordinated Note Due 2024 (global
form).................................................
(4)(c) Form of 7 3/4% Subordinated Note Due 2024 (registered
form).................................................
23(a) Consent of Ernst & Young LLP..........................
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Exhibit (1)(a)
REGIONS FINANCIAL CORPORATION
Debt Securities
Underwriting Agreement
September 8, 1994
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Ladies and Gentlemen:
Regions Financial Corporation, a Delaware corporation and formerly
known as First Alabama Bancshares, Inc. (the "Company"), proposes from time to
time to enter into one or more Terms Agreementss (each a "Terms Agreement") in
the form of Annex I hereto, with such additions and deletions as the parties
thereto may determine and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firm or firms named in Schedule I to the
applicable Terms Agreement (such firm or firms constituting the "Underwriters"
with respect to such Terms Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Terms Agreement (such Securities, as so specified in such Terms Agreement,
being herein sometimes referred to as the "Designated Securities"), less the
principal amount of Designated Securities covered by Delayed Delivery
Contracts, if any, as provided in Section 3 hereof and as may be specified in
Schedule II to such Terms Agreement (such Designated Securities to be covered
by Delayed Delivery Contracts, as so specified in such Terms Agreement, being
herein sometimes referred to as "Contract Securities" and the Designated
Securities to be purchased by the Underwriters (after giving effect to the
deduction, if any, for Contract Securities) being herein sometimes referred to
as the "Underwriters' Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Terms Agreement relating thereto and in
or pursuant to the indenture dated as of December 1, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture"), between the Company and Bankers Trust Company, as trustee
(the "Trustee").
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1. Particular sales of Designated Securities may be made
from time to time to the Underwriters of such Securities, for whom CS First
Boston Corporation, Bear, Stearns & Co. Inc., and Donaldson, Lufkin & Jenrette
Securities Corporation will act as the representatives (the "Representatives").
This Underwriting Agreement (the "Agreement") shall not be construed as an
obligation of the Company to sell any of the Securities or as an obligation of
any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of
the Underwriters to purchase any of the Securities shall be evidenced by the
Terms Agreement with respect to the Designated Securities specified therein.
Each Terms Agreement shall state the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
principal amount of such Designated Securities to be purchased by each
Underwriter, whether any of such Designated Securities shall be covered by
Delayed Delivery Contracts (as defined in Section 3 hereof), and the fee
payable to the Underwriters with respect thereto and shall set forth the date,
time, and manner of delivery of such Designated Securities and payment
therefor. The Terms Agreement also shall specify (to the extent not set forth
in the registration statement and the prospectus with respect thereto and the
Indenture) the terms of such Designated Securities. A Terms Agreement shall be
in the form of an executed writing (which may be in counterparts) and may be
evidenced by an exchange of facsimile transmissions. Each Terms Agreement
shall be deemed to be an agreement by the Company and the Underwriters to be
bound by the terms of this Agreement. The obligations of the Underwriters
under this Agreement and each Terms Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees
with, each of the Underwriters that:
(a) The Company has filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations adopted by the
Commission thereunder (the "Securities Act Rules"), a registration statement
(Nos. 33-54225 and 22-21712) on Form S-3, including a prospectus relating to
the Securities, and has filed such amendments thereto and such amended
prospectuses as may have been required by the Commission in order to enable the
Commission to declare such registration statement effective. Such registration
statement, including all exhibits, as the same may have been amended or
supplemented from time to time prior to the date of any Terms Agreement, is
referred to herein as the "Registration Statement." Any preliminary prospectus
or preliminary prospectus supplement relating to the Securities included as
part of the Registration Statement or filed pursuant to Rule 424 under the
Securities Act is referred to herein as a "Preliminary Prospectus." The
prospectus relating to the Securities, in the form in which it has most
recently been filed, or mailed for filing, with the Commission on or prior to
the date of this Agreement, is herein referred to as the "Prospectus." The
Registration Statement, as amended, has been declared effective under the
Securities Act by the Commission; and no stop order suspending the
effectiveness of the Registration Statement
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has been issued, and no proceeding for that purpose has been initiated or
threatened by the Commission. Any reference herein to the Registration
Statement, the Preliminary Prospectus, or the Prospectus shall be deemed to
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Securities Act, as of the effective date of the Registration
Statement or the date of such Preliminary Prospectus or Prospectus, as the case
may be; any reference to any amendment or supplement to the Registration
Statement, the Preliminary Prospectus, or the Prospectus shall be deemed to
include any documents filed after the effective date of the Registration
Statement or the date of such Preliminary Prospectus or Prospectus, as the case
may be, under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and so incorporated by reference; and any reference to the phrase
"Prospectus as amended or supplemented" shall be deemed to refer to the
Prospectus as amended or supplemented to describe the offering of a particular
series of Designated Securities in the form in which it is first filed, or
mailed for filing, with the Commission pursuant to an amendment to the
Registration Statement or Rule 424 under the Securities Act, including any
documents incorporated by reference therein as of the date of such filing or
mailing;
(b) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder (the "Exchange Act Rules"), and any further
documents so filed and incorporated by reference, when they are filed with the
Commission, will conform in all material respects to the requirements of the
Exchange Act and the Exchange Act Rules;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Securities Act, the Exchange Act,
where applicable, and the Securities Act Rules and the Exchange Act Rules, as
applicable, and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any supplement or amendment thereto,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to any statement or omission made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; when the
Registration Statement became effective the Indenture was, and at all times
thereafter the Indenture has been, and will be, duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"); and when the
Registration Statement became effective the Indenture conformed, and at all
times thereafter the Indenture has conformed, and will conform, in all material
respects to the requirements of the Trust Indenture Act;
(d) Any contract, agreement, instrument, lease, license,
document, arrangement, or understanding required to be described in, to be
filed as an exhibit to, or
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to be incorporated by reference into the Registration Statement or the
Prospectus has been described in, filed as an exhibit to, or incorporated by
reference into the Registration Statement or the Prospectus, as required by the
Securities Act and the Securities Act Rules;
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has corporate power and authority, and has all licenses, permits,
orders, and other governmental and regulatory approvals, to own, lease, and
operate its properties and conduct its business in the jurisdictions in which
such business is transacted as described in the Prospectus as amended or
supplemented and as presently conducted, with only such exceptions as are not
material to the business of the Company and its subsidiaries considered as a
whole;
(f) Each of the Company's banking subsidiaries has been
duly incorporated and is validly existing as a bank or savings bank in good
standing under the laws of its jurisdiction of incorporation, is a member in
good standing of the Federal Deposit Insurance Corporation, and has full power
and authority under its Articles of Incorporation and Bylaws and the laws of
its jurisdiction of incorporation to own, lease, and operate its properties and
to conduct its businesses as described in the Prospectus as amended or
supplemented and as presently conducted;
(g) Each of the Company's operating subsidiaries which is
not a bank or savings bank has been duly incorporated and is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation and has full power and authority under its Articles of
Incorporation and Bylaws and the laws of its jurisdiction of incorporation and
the United States to own, lease, and operate its properties and to conduct its
businesses as provided in the Prospectus as amended or supplemented and as
presently conducted;
(h) This Agreement has been duly authorized, executed,
and delivered on behalf of the Company; upon execution and delivery of each
Terms Agreement by the Company, such Terms Agreement shall have been duly
authorized, executed, and delivered on behalf of the Company and, when executed
and delivered by the Representatives, will be a valid and legally binding
agreement of the Company in accordance with its terms; on the date of each
Terms Agreement with respect to the Designated Securities covered thereby, such
Designated Securities shall be duly authorized and, when such Designated
Securities are authenticated as contemplated by the Indenture and issued and
delivered in accordance with this Agreement and the Terms Agreement applicable
to such Designated Securities and, in the case of any Contract Securities,
pursuant to Delayed Delivery Contracts applicable to such Contract Securities,
will have been duly executed, authenticated, issued, and delivered and will
constitute valid and legally binding obligations of the Company in accordance
with their terms and will be entitled to the benefits provided by the
Indenture, which will be substantially in the form included as an exhibit to
the Registration Statement; and the Indenture has been duly authorized by the
Company and, as executed and delivered by the Company and the
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Trustee, constitutes a valid and legally binding instrument of the Company in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable principles,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;
(i) In the event that any of the Securities are purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts
has been duly authorized by the Company and, when executed and delivered on
behalf of the Company and duly authorized, executed and delivered on behalf of
the purchaser thereunder, will constitute a valid and legally binding agreement
of the Company in accordance with its terms;
(j) There is no consent, approval, authorization, order,
registration, or qualification of or with any court or any regulatory authority
or other governmental body having jurisdiction over the Company which is
required for, and the absence of which would materially affect, the issue and
sale of any Designated Securities as contemplated by this Agreement or, in the
case of any Contract Securities, Delayed Delivery Contracts with respect to
such Contract Securities, or the execution, delivery, or performance of the
Indenture, except the registration under the Securities Act of the Securities,
the qualification of the Indenture under the Trust Indenture Act, and such
consents, approvals, authorizations, registrations, or qualifications as may be
required under the securities or blue sky laws of any jurisdiction in
connection with the public offering of the Securities by the Underwriters;
(k) Other than as set forth in the Prospectus, there are
no legal, regulatory, governmental, or arbitration proceedings pending, or to
the best knowledge of the Company, threatened against the Company or any of its
subsidiaries, or in the event any property of the Company or any of its
subsidiaries is the subject of such action or proceeding, which, if determined
adversely to the Company, are reasonably likely to have, individually or in the
aggregate, a material adverse effect upon the general affairs, financial
position, net worth, or results of operations (on an annual basis) of the
Company and its subsidiaries considered as a whole;
(l) The audited and unaudited financial statements
(including the related notes and schedules and any pro forma financial
information) included in, or incorporated by reference into, the Registration
Statement and the Prospectus comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, the Securities
Act Rules, the Exchange Act, and the Exchange Act Rules, and said financial
statements present fairly the consolidated financial position of the Company
and its subsidiaries as of the dates indicated and the consolidated results of
operations, changes in shareholders' equity, and cash flows for the periods
specified. Such financial statements and related notes and schedules and pro
forma financial information have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved. The selected consolidated financial
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data, the tables and financial and statistical data included in, or
incorporated by reference into, the Registration Statement and the Prospectus
present fairly the information shown therein and have been derived from, and
are consistent with, the audited and unaudited consolidated financial
statements included in, or incorporated by reference into, the Registration
Statement and the Prospectus. The financial statements and related notes and
schedules and pro forma financial information included in, or incorporated by
reference into, the Registration Statement and the Prospectus conform to the
requirements of Regulation S-X of the Commission applicable thereto and present
fairly the information presented therein for the periods shown. The
statistical information required by Commission Industry Guide 3 ("Guide 3") to
be included in, or incorporated by reference into, the Registration Statement
and the Prospectus presents fairly the information set forth therein, is in
compliance with the Securities Act, the Securities Act Rules, and Guide 3, and
is consistent with the Company's consolidated financial statements incorporated
by reference into the Registration Statement and the Prospectus;
(m) Ernst & Young LLP, who have certified certain of the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and the Prospectus, to
the best knowledge of the Company, are independent certified public accountants
as required by the Securities Act and the Securities Act Rules; and
(n) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus as amended or
supplemented, there has not occurred any material adverse change in, or any
development involving a prospective material adverse change in, or having a
material adverse effect upon, the general affairs, financial position, net
worth, or results of operations (on an annual basis) of the Company and its
subsidiaries considered as a whole, other than as set forth or contemplated in
the Registration Statement or the Prospectus as amended or supplemented.
3. Upon the execution of the Terms Agreement applicable
to any Designated Securities and the authorization by the Representatives of
the release of the Underwriters' Securities, the several Underwriters propose
to offer the Underwriters' Securities for sale upon the terms and conditions
set forth in the Prospectus as amended or supplemented and, in connection with
such offer or the sale of such Designated Securities, will use the Prospectus
as amended or supplemented, together with any amendment or supplement thereto,
that specifically describes such Designated Securities, in the form which has
been most recently distributed to them by the Company, only as permitted or
contemplated thereby, and will offer and sell such Designated Securities only
as permitted by the Securities Act and the applicable securities laws or
regulations of any jurisdiction. The Representatives will use their best
efforts to inform the Company when they have authorized the sale of the
Underwriters' Securities to the public and when they have been advised that
such Underwriters' Securities have been sold by the several Underwriters within
a reasonable period of time after such sales are completed.
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The Company may specify in Schedule II to the Terms Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex II attached hereto but with such changes
therein as the Representatives and the Company may authorize or approve. If so
specified, the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery (as defined in Section 4
hereof), such commission, if any, as may be set forth in such Terms Agreement.
Delayed Delivery Contracts, if any, shall be with institutional investors of
the types described in the Prospectus as amended or supplemented and subject to
other conditions therein set forth. The Company will enter into a Delayed
Delivery Contract in each case in which the Underwriters have arranged for such
a contract and the Company has advised the Representatives of their approval of
the proposed sale of Contract Securities to the purchaser thereunder; provided,
however, that the minimum principal amount of Contract Securities covered by
any Delayed Delivery Contract (or the aggregate amount under Delayed Delivery
Contracts with related purchasers) shall be $1,000,000, and the aggregate
principal amount of all Contract Securities shall not exceed the maximum
aggregate principal amount specified in Schedule II to the Terms Agreement with
respect to the Designated Securities specified therein, unless the Company
otherwise shall agree in writing. However, if the aggregate principal amount
of Contract Securities requested for delayed delivery is less than the minimum
aggregate principal amount specified in such Schedule II, the Company will have
the right to reject all requests. Each Underwriter to whom Contract Securities
have been attributed will make reasonable efforts to assist the Company in
obtaining performance by the purchaser in accordance with the terms of the
Delayed Delivery Contract covering such Contract Securities, but no Underwriter
will have any liability in respect of the validity or performance of any
Delayed Delivery Contract.
The Company will notify the Representatives not later than 3:30 p.m.,
New York City time, on the third business day preceding the Time of Delivery
specified in the applicable Terms Agreement (or such other time and date as the
Representatives and the Company may agree upon in writing), such notice to be
confirmed in writing prior to such Time of Delivery, of the principal amount of
Contract Securities and the name of, and principal amount thereof to be
purchased by, each purchaser. The principal amount of Contract Securities to
be deducted from the principal amount of Designated Securities to be purchased
by each Underwriter as set forth in Schedule I to the Terms Agreement
applicable to such Designated Securities shall be, in each case, the principal
amount of Contract Securities of which the Company has been advised in writing
prior to the time of Delivery by the Representatives as having been attributed
to such Underwriter, provided that, if the Company has not been so advised, the
amount of Contract Securities to be so deducted shall be, in each case, that
proportion of Contract Securities which the principal amount of Designated
Securities to be purchased by such Underwriter under such Terms Agreement bears
to the total principal amount of the Designated Securities (rounded, as the
Representatives may determine, to the nearest $1,000 principal amount) and
that,
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subject to Section 8 hereof, the total principal amount of Underwriters'
Securities to be purchased by all of the Underwriters pursuant to such Terms
Agreement shall be the total principal amount of Designated Securities set
forth in Schedule I to such Terms Agreement, less the principal amount of the
Contract Securities.
4. Underwriters' Securities to be purchased by each
Underwriter pursuant to the Terms Agreement relating thereto shall be delivered
(to the extent practicable) in definitive form or in the form of one or more
global securities, as specified in such Terms Agreement by the Company to the
Representatives, for the account of such Underwriter, against payment of the
purchase price therefor by such Underwriter or on its behalf, by certified or
bank cashier's check or checks, payable to the order of the Company, or by wire
or internal bank transfer to an account specified by the Company, in the funds
specified in such Terms Agreement, all at the place and time and date specified
in such Terms Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Securities. If any
Underwriters' Securities are to be delivered in definitive form, the
Underwriters' Securities so delivered shall be in such authorized denominations
and shall be registered in such name or names as the Representatives shall
request in writing at least forty-eight (48) hours prior to the Time of
Delivery. For the purpose of expediting the checking of such Securities by the
Representatives, the Company agrees to make such Securities available to the
Representatives not later than 9:00 a.m., New York City time, on the business
day next preceding the Time of Delivery at the office of the Representatives as
designated in Section II hereof. If any Underwriters' Securities are to be
delivered in global form, unless otherwise provided in the applicable Terms
Agreement, the Underwriters' Securities as delivered shall be deposited with,
or on behalf of, The Depository Trust Company (the "Depositary") and registered
in the name of the Depositary's nominee.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a check payable to the order of the Representatives in the
amount of any compensation payable by the Company to the Underwriters in
respect of any Delayed Delivery Contracts as provided in Section 3 hereof and
in the Terms Agreement relating to such Securities, or such amount may be
deducted from the amounts delivered pursuant to the preceding paragraph.
5. The Company agrees with each of the Underwriters of
any Designated Securities:
(a) To make no amendment or any supplement to the
Registration Statement or the Prospectus as amended or supplemented after the
date of the Terms Agreement relating to such Designated Securities and prior to
the Time of Delivery for such Designated Securities prior to having furnished
the Representatives with a copy of the proposed form thereof and having given
the Representatives a reasonable opportunity to review the same; to file
promptly all reports and any definitive proxy or information
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statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
of the Prospectus as amended or supplemented and for so long as the delivery of
a prospectus is required by law in connection with the offering or sale of such
Designated Securities and during such same period to advise the
Representatives, promptly after it receives notice thereof, of the time when
any amendment to the Registration Statement has been filed or became effective
or any supplement to the Prospectus as amended or supplemented or any amended
Prospectus has been filed or mailed for filing, of the issuance of any stop
order by the Commission, of the suspension of the qualification of such
Designated Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus as amended or supplemented or for additional
information; and, in the event of the issuance of any such stop order or of any
order preventing or suspending the use of any prospectus relating to such
Designated Securities or suspending any such qualification, to use promptly its
best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives reasonably may request in order to qualify such Designated
Securities for offering and sale under the securities laws of such states as
the Representatives may request and to continue such qualifications in effect
so long as necessary under such laws for the distribution of such Designated
Securities, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation to do business, or to file a
general consent to service of process in any jurisdiction, and provided further
that the expense of maintaining any such qualification more than one year from
the date of the Terms Agreement with respect to such Designated Securities
shall be paid by the Underwriters;
(c) To furnish the Underwriters with copies of the
Registration Statement (excluding exhibits) and copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from time
to time reasonably request; and if, before a period of six (6) months shall
have elapsed after the date of the Terms Agreement applicable to such
Designated Securities and the delivery of a prospectus shall be at the time
required by law in connection with sales of any such Designated Securities,
either (i) any event shall have occurred as a result of which the Prospectus as
amended or supplemented would include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (ii) for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus as amended or supplemented or to
file under the Exchange Act any document incorporated by reference into the
Prospectus as amended or supplemented in order to comply with the Securities
Act or the Exchange Act, to notify the Representatives and upon their request
to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer participating in the distribution of such
Designated Securities as many copies as the Representatives may from time to
time reasonably request of an amendment or a
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supplement to the Prospectus as amended or supplemented which will correct such
statement or omission or effect such compliance; and in case any Underwriter is
required by law to deliver a prospectus in connection with sales of any of such
Designated Securities at any time six (6) months or more after the date of such
Terms Agreement, upon the request of the Representatives, but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as many copies as
the Representatives may request of an amended or supplemented prospectus
complying with Section 10(a)(3) of the Securities Act;
(d) To make generally available to its security holders
as soon as practicable, but in any event no later than sixteen (16) months
after the date of each Terms Agreement (as such date is defined in Rule 158(c)
under the Securities Act) an earning statement of the Company and its
consolidated subsidiaries complying with Rule 158 under the Securities Act and
covering a period of at least twelve (12) consecutive months beginning after
the later of (i) the effective date of the Registration Statement relating to
the Designated Securities, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement to become effective
prior to the date of such Terms Agreement, and (iii) the date of the Company's
most recent Annual Report on Form 10-K filed with the Commission prior to the
date of such Terms Agreement, which will satisfy the provisions of Section
11(a) of the Securities Act;
(e) During a period of five (5) years from the date of
the Terms Agreement applicable to such Designated Securities, to furnish to the
Representatives copies of all reports or other communications (financial or
other) furnished to security holders, and to deliver to the Representatives,
during such same period, (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the Commission or
any national securities exchange on which any of the Securities or any class of
securities of the Company is listed, and (ii) such additional information
concerning the business and financial condition of the Company as the
Representatives may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent that the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
security holders generally or to the Commission);
(f) To pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including the cost of
all qualifications of such Designated Securities under state securities laws
(including reasonable fees and disbursements of counsel to the Underwriters in
connection with such qualifications and with legal investment surveys), any
fees of rating agencies with respect to the Securities, and the cost of
printing this Agreement, each Terms Agreement and any Delayed Delivery
Contracts (it being understood that, except as provided in this subsection (f)
and in Section 10 hereof, the Underwriters will pay all of their own costs and
expenses, including the cost of printing any Agreement among Underwriters, the
fees of their counsel, transfer taxes on resale of any of such Designated
Securities by them, and any advertising expenses connected with any offers that
they may make); and
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<PAGE> 11
(g) Not to offer, sell, contract to sell, pledge, or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act relating to United States
dollar-denominated debt securities issued or guaranteed by the Company and
having a maturity of more than one year from the date of issue without the
prior written consent of the Representatives for a period beginning at the time
of execution of the Terms Agreement and ending the number of days after the
Time of Delivery specified under "Blackout" in the Terms Agreement.
6. The obligations of the Underwriters of any Designated
Securities under the Terms Agreement applicable to such Designated Securities
shall be subject, in the discretion of the Representatives, to the condition
that all representations and warranties and other statements of the Company
herein are, at and as of the Time of Delivery for such Designated Securities,
true and correct, the condition that the Company shall have performed all of
its obligations hereunder therefore to be performed, in all material respects,
and the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have
been complied with or otherwise satisfied;
(b) Lange, Simpson, Robinson & Somerville, counsel to the
Company, or other counsel satisfactory to the Representatives in their
reasonable judgment, shall have furnished to the Representatives their written
opinion, dated the Time of Delivery for such Designated Securities, in form
satisfactory to the Representatives in its reasonable judgment, to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority, and has all licenses,
permits, orders, and other governmental and regulatory approvals, to own,
lease, and operate its properties and conduct its business in the jurisdictions
in which such business is transacted as described in the Prospectus as amended
or supplemented and as presently conducted, with only such exceptions as are
not material to the business of the Company and its subsidiaries considered as
a whole;
(ii) The Company has an authorized capital stock
as set forth in the Prospectus as amended or supplemented;
(iii) Each of the Company's bank and savings bank
subsidiaries has been duly incorporated and is validly existing as a banking
corporation in good standing under the laws of its jurisdiction of
incorporation, is a member in good standing of the Federal Deposit Insurance
Corporation, and has full power and authority under its Articles of
Incorporation and Bylaws and the laws of its jurisdiction of incorporation to
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<PAGE> 12
own, lease, and operate its respective properties and to conduct its businesses
as described in the Prospectus as amended or supplemented and as presently
conducted;
(iv) Each of the Company's operating subsidiaries
which is not a banking corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction
of incorporation and has full power and authority under its Articles of
Incorporation and Bylaws and the laws of its jurisdiction of incorporation and
the United States to own, lease, and operate its properties and to conduct its
businesses as provided in the Prospectus as amended or supplemented and as
presently conducted;
(v) Each of this Agreement and the Terms
Agreement applicable to the Designated Securities has been duly authorized,
executed, and delivered by the Company;
(vi) The Indenture has been duly authorized,
executed, and delivered by, and constitutes a valid and binding instrument of,
the Company and has been duly qualified under the Trust Indenture Act;
(vii) In the event that any of the Designated
Securities are to be purchased pursuant to Delayed Delivery Contracts, each
Delayed Delivery Contract, which has been executed by the Company, has been
duly authorized, executed, and delivered by the Company and, assuming due
authorization, execution, and delivery by the purchaser thereunder, is a valid
and binding agreement of the Company;
(viii) The Designated Securities have been duly
authorized; the Underwriters' Securities, assuming due authentication by the
Trustee, have been duly executed, authenticated, issued, and delivered and
constitute valid and binding obligations of the Company entitled to the
benefits provided by the Indenture; and the Contract Securities, if any, when
duly executed and authenticated as provided in the Indenture and issued and
delivered in accordance with the Delayed Delivery Contracts, if any, will
constitute valid and binding obligations of the Company entitled to the
benefits provided by the Indenture;
(ix) The issue and sale of the Designated
Securities and the compliance by the Company with all provisions of the
Designated Securities, the Indenture, this Agreement, the Terms Agreement
applicable to the Designated Securities, and each of the Delayed Delivery
Contracts, if any, will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under (in each case material to
the Company and its subsidiaries considered as a whole), or result in the
creation or imposition of any lien, charge, or encumbrance (in each case
material to the Company and its subsidiaries considered as a whole) upon any of
the property or assets of the Company pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, guarantee, lease financing agreement,
or other similar agreement or instrument known to such counsel under which the
Company is a debtor or a guarantor, nor will such
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<PAGE> 13
action result in any violation of the provisions of the Certificate of
Incorporation or the Bylaws of the Company;
(x) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than the financial statements
and other accounting information contained or incorporated by reference therein
or omitted therefrom, as to which such counsel need express no opinion), when
they were filed with the Commission, complied as to form in all material
respects with the requirements of the Exchange Act and the Exchange Act Rules;
(xi) The Registration Statement has become
effective under the Securities Act, and to the best knowledge of such counsel,
no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceeding for that purpose has been instituted or
threatened by the Commission; the Registration Statement and the Prospectus as
amended or supplemented and any further amendments and supplements thereto made
by the Company prior to the Time of Delivery for the Designated Securities
(other than the financial statements and other accounting information contained
in the Registration Statement or the Prospectus as amended or supplemented or
any further amendments or supplements thereto, or omitted therefrom, as to
which such counsel need express no opinion) comply as to form in all material
respects with the requirements of the Securities Act and the Securities Act
Rules; and the statements in the Prospectus as amended or supplemented in the
sections thereof describing the Securities and the Designated Securities are
accurate and fairly present the information required or purported to be shown;
(xii) Such counsel believe that the Registration
Statement (other than the financial statements and other accounting information
contained therein or omitted therefrom , as to which such counsel need express
no opinion) and any amendment thereto, at the time the same became effective,
did not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading;
(xiii) Such counsel believe that on the date of the
Prospectus as amended or supplemented relating to the Designated Securities and
at the Time of Delivery the Prospectus as amended or supplemented (other than
the financial statements and other accounting information contained therein or
omitted therefrom, as to which such counsel need express no opinion), together
with any supplement thereto, did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(xiv) Such counsel do not know of any contract or
other document of a character required to be filed as an exhibit to the
Registration Statement or required to be incorporated by reference into the
Prospectus as amended or supplemented
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<PAGE> 14
or required to be described in the Registration Statement or the Prospectus as
amended or supplemented which is not filed or incorporated by reference or
described as required; and
(xv) Such counsel do not know of any legal,
regulatory, governmental, or arbitration proceeding pending to which the
Company is a party or of which any property of the Company is subject, and no
such proceedings are known by such counsel to be threatened or contemplated by
governmental authorities or threatened by others, other than as set forth or
contemplated in the Prospectus as amended or supplemented and other than such
proceedings which, in their opinion, will not have a material adverse effect
upon the general affairs, financial position, net worth, or results of
operations (on an annual basis) of the Company and its subsidiaries considered
as a whole.
Such opinion may be made subject to the qualification that the enforceability
of the terms of the Indenture, the Delayed Delivery Contracts, if any, and the
Designated Securities may be limited by bankruptcy, insolvency, reorganization,
or other similar laws relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law.
(c) Alston & Bird, counsel to the Underwriters, shall
have furnished to the Representatives their written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to the
Representatives in their reasonable judgment, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power under the laws of such State to own, lease,
and operate its properties and conduct its business as described in the
Prospectus as amended or supplemented and as presently conducted;
(ii) The Indenture has been duly qualified under
the Trust Indenture Act, has been duly authorized, validly executed, and
delivered by the Company and constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms;
(iii) The Designated Securities have been duly
authorized by the Company; the Underwriters' Securities, when executed by the
Company and authenticated by the Trustee in accordance with the Indenture and
delivered and paid for as provided in this Agreement and the applicable Terms
Agreement, will have been duly issued under the Indenture and will constitute
valid and binding obligations of the Company entitled to the benefits provided
by the Indenture; and any Contract Securities (if executed by the Company and
authenticated by the Trustee as aforesaid), when delivered and paid for as
provided in the Delayed Delivery Contracts, will have been duly issued under
the Indenture and will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture;
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<PAGE> 15
(iv) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than the financial statements
and other accounting information contained or incorporated by reference therein
or omitted therefrom, as to which such counsel need express no opinion), when
they were filed with the Commission, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Exchange Act and
the Exchange Act Rules;
(v) The Registration Statement has become
effective under the Securities Act, is still effective, and to the best
knowledge of such counsel, no proceedings for a stop order are pending or
threatened;
(vi) The Registration Statement and the Prospectus
as amended or supplemented and any further amendments or supplements thereto
made by the Company prior to the Time of Delivery for the Designated Securities
(other than the financial statements and other accounting information contained
in the Registration Statement or the Prospectus as amended or supplemented or
any further amendments or supplements thereto, or omitted therefrom, as to
which such counsel need express no opinion) appear on their face to be
appropriately responsive in all material respects to the requirements of the
Securities Act and the Securities Act Rules;
(vii) The Indenture and the Designated Securities
conform with the descriptions thereof contained in the Registration Statement
and the Prospectus as amended or supplemented in all material respects; and
(viii) Each of this Agreement and the Terms
Agreement with respect to the Designated Securities have been duly authorized,
executed, and delivered by the Company.
Such opinion may be made subject to the qualification that the enforceability
of the terms of the Indenture and the Designated Securities may be limited by
bankruptcy, insolvency, reorganization, or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by general
equitable principles, regardless of whether such enforceability is considered
in a proceeding in equity or at law.
(d) (i) At the time of execution of this Agreement,
Ernst & Young LLP shall have furnished to the Representatives a letter dated
the latest effective date of the Registration Statement; (ii) at the time of
execution of the Terms Agreement for such Designated Securities, Ernst & Young
LLP shall have furnished to the Representatives a letter dated the date of such
Terms Agreement; and (iii) at the Time of Delivery for such Designated
Securities, Ernst & Young LLP shall have furnished to the Representatives a
letter dated such Time of Delivery; in each case in form reasonably
satisfactory to the Representatives to the effect set forth in Annex III hereto
and, with respect to such letter dated such Time of Delivery, as to such other
matters as the Representatives reasonably
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<PAGE> 16
may request as shall be referred to in Schedule II to the Terms Agreement
applicable to such Designated Securities;
(e) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus as amended or
supplemented, there shall not have occurred any material adverse change, or any
development involving a prospective material adverse change, in or affecting
the general affairs, financial position, net worth, or results of operations
(on an annual basis) of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Registration Statement or
the Prospectus as amended or supplemented, which in any such case makes it
impracticable or inadvisable in the reasonable judgment of the Representatives
to proceed with the public offering or the delivery of the Designated
Securities on the terms and in the manner contemplated in the Registration
Statement or the Prospectus as amended or supplemented;
(f) Since the time of execution of the Terms Agreement
applicable to the Designated Securities, there shall not have occurred (i) any
downgrading in the rating of any debt securities of the Company by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Securities Act), or any public announcement
that any such organization has under surveillance or review its rating of any
debt securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating), (ii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter market,
(iii) any banking moratorium declared by Federal or New York authorities, or
(iv) any outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress, or any other substantial
national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters, including any Representatives, the
effect of any such outbreak, escalation, declaration, calamity, or emergency
makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Designated Securities; and
(g) The Company shall have furnished or caused to be
furnished to the Representatives, at the Time of Delivery for such Designated
Securities, certificates in form satisfactory to them in their reasonable
judgment to the effect that: (i) the representations and warranties of the
Company contained in this Agreement are true and correct on and as of such Time
of Delivery as though made at and as of such Time of Delivery; (ii) the Company
has duly performed, in all material respects, all obligations required to be
performed by it pursuant to the terms of this Agreement at or prior to such
Time of Delivery; (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or, to the knowledge of the Company, threatened by the
Commission and all requests for additional information on the part of the
Commission have been complied with or otherwise satisfied;
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<PAGE> 17
and (iv) at and as of such Time of Delivery the Registration Statement (and the
Prospectus as amended or supplemented) did not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that no such certificate shall apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through the Representatives expressly for use
therein.
The obligations of the Company and the Underwriters of any
Designated Securities under the Terms Agreement applicable to such Designated
Securities are subject to the additional condition that there shall have been
furnished to the Company and such Underwriters, at the Time of Delivery for
such Designated Securities, such certificates of officers as, in the reasonable
judgment of the Representatives and the Company, shall be appropriate to
indicate that the Indenture has been duly authorized, executed, and delivered
by the Trustee.
7. (a) The Company will indemnify and hold harmless
each Underwriter of the applicable Designated Securities against any losses,
claims, damages, or liabilities, joint or several, to which such Underwriter
may become subject with respect to such Designated Securities, under the
Securities Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, or the Prospectus as amended or supplemented, or any
amendment or supplement thereto with respect to such Designated Securities, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated
Securities through the Representatives expressly for use therein; and provided,
further, however, that the Company shall not be liable to any Underwriter of
Designated Securities or any person controlling such Underwriter under the
indemnity agreement in this subsection (a) with respect to any of such
documents to the extent that any such loss, claim, damage, or liability of such
Underwriter or controlling person results from the fact that such Underwriter
sold such Designated Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, if required by
law, a copy of the Prospectus or of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference), whichever is most
recent, if the Company previously has furnished copies thereof to such
Underwriter.
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<PAGE> 18
The indemnity agreement in this subsection (a) shall be in addition to
any liability which the Company otherwise may have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Securities Act.
(b) Each Underwriter of the applicable Designated
Securities will severally and not jointly indemnify and hold harmless the
Company against any losses, claims, damages, or liabilities to which the
Company may become subject with respect to such Designated Securities, under
the Securities Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, or the Prospectus as amended or supplemented, or any
amendment or supplement thereto with respect to such Designated Securities, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any of such documents in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein and will
reimburse the Company for any legal fees or other expenses reasonably incurred
by the Company in connection with investigating or defending any such action or
claim.
The indemnity agreement in this subsection (b) shall be in addition to
any liability which the Underwriters otherwise may have and shall extend, upon
the same terms and conditions, to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of the
Securities Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) immediately above of written notice of the commencement
of any action, such indemnified party, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, shall notify the
indemnifying party in writing of the commencement thereof, and in the event
that such indemnified party shall not so notify the indemnifying party within
thirty (30) days following receipt of any such notice by such indemnified
party, the indemnifying party shall have no further liability under such
subsection to such indemnified party unless such indemnifying party shall have
received other notice addressed and delivered in the manner provided in the
second paragraph of Section 11 hereof of the commencement of such action; but
the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party, and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified
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<PAGE> 19
party in its reasonable judgment, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 7
is unavailable to an indemnified party under subsection (a) or (b) immediately
above in respect of any losses, claims, damages, or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated
Securities on the other from the offering of the Designated Securities to which
such loss, claim, damage, or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law, then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as
is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters,
in each case as set forth in the table on the cover page of the Prospectus as
amended or supplemented with respect to such Designated Securities. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or such Underwriters and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or
omission, including, with respect to any such Underwriter, the extent to which
such losses, claims, damages, or liabilities (or actions in respect thereof)
result from the fact that such Underwriter sold such Designated Securities to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, if required by law, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents
incorporated by reference), whichever is most recent, if the Company previously
has furnished copies thereof to such Underwriter. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.
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<PAGE> 20
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter otherwise has been required to pay by reason of
such untrue or allegedly untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this subsection (d) to contribute
are several in proportion to their respective underwriting obligations with
respect to such Securities and not joint.
8. If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under the
Terms Agreement applicable to such Securities, the Representatives may in their
discretion arrange for themselves or for another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If
within thirty-six (36) hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Underwriters'
Securities, then the Company shall be entitled to a further period of
thirty-six (36) hours within which to procure another party or other parties to
purchase such Underwriters' Securities on such terms. In the event that,
within the respective prescribed periods, the Representatives notify the
Company that they have so arranged for the purchase of such Underwriters'
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Underwriters' Securities, the Representatives or the
Company, respectively, shall have the right to postpone the Time of Delivery
for such Underwriters' Securities for a period of not more than seven (7) days
in order to effect whatever changes thereby may be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus as
amended or supplemented which in the opinion of counsel for the Underwriters
referred to in Section 6(c) hereof and counsel for the Company referred to in
Section 6(b) hereof thereby may be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if it originally had been a party to the Terms Agreement
with respect to such Designated Securities. In the event that neither the
Representatives nor the Company arrange for another party or parties to
purchase such Underwriters' Securities as provided in this Section, the Company
shall have the right to require each nondefaulting Underwriter to purchase and
pay for the Underwriters' Securities which such nondefaulting Underwriter
agreed to purchase under the Terms Agreement relating to such Designated
Securities and, in addition, to require each such nondefaulting Underwriter to
purchase the Underwriters' Securities which the defaulting Underwriter or
Underwriters shall have so failed to purchase up to an amount thereof equal to
10% of the principal amount of the Underwriters' Securities which such
nondefaulting Underwriter otherwise has agreed to purchase under the Terms
Agreement relating to such Designated Securities; provided, however, that if
the aggregate principal amount of Underwriters'
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<PAGE> 21
Securities which any such defaulting Underwriter or Underwriters shall have so
failed to purchase is more than one-eleventh of the aggregate principal amount
of the Designated Securities, then the Terms Agreement relating to such
Designated Securities will be terminated without liability on the part of any
nondefaulting Underwriter or the Company, except for the expenses referred to
in Section 5(f) hereof and the indemnification provided in Section 7 hereof;
but nothing herein shall relieve a defaulting Underwriter from liability for
its default.
9. The respective indemnities, agreements,
representations, warranties, and other statements of the Underwriters and the
Company hereunder, as set forth in this Agreement or made by them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or the Company or any of its
officers or directors or any controlling person, and shall survive delivery of
and payment for the Designated Securities.
10. If any Terms Agreement shall be terminated pursuant
to Section 8 hereof or due to the occurrence of any event specified in clause
(ii), (iii), or (iv) of Section 6(f), then the Company shall be under no
liability to any Underwriter with respect to the Designated Securities covered
by such Terms Agreement, except as provided in Section 5(f) and Section 7
hereof; but if for any other reason any Designated Securities are not delivered
by the Company as provided herein, the Company will be liable to reimburse the
Underwriters, through the Representatives, for all out-of-pocket expenses,
including counsel fees and disbursements, as approved in writing by the
Representatives, reasonably incurred by the Underwriters in making preparations
for the purchase, sale, and delivery of such Designated Securities, but the
Company shall then have no further liability to any Underwriter with respect to
such Designated Securities, except as provided in Section 5(f) and Section 7
hereof.
11. In all dealings with the Company under this Agreement
and each Terms Agreement, the Representatives of the Underwriters of Designated
Securities shall act on behalf of each of such Underwriters, and the Company
shall be entitled to act and rely upon any statement, request, notice, or
agreement on behalf of any Underwriter made or given by the Representatives.
All statements, requests, notices, and agreements hereunder shall be
in writing, or by telegram if promptly confirmed in writing, and if to the
Representatives or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to CS First Boston Corporation, Park
Avenue Plaza, 55 East 52nd Street, New York, New York 10055, attention of the
Transactions Advisory Group, and if to the Company shall be sufficient in all
respects if delivered or sent by registered mail to the Company at 417 North
20th Street, Birmingham, Alabama 35103, attention of the Vice Chairman;
provided, however, that any notice to an Underwriter pursuant to Section 7(c)
hereof shall be delivered or sent by registered mail directly to such
Underwriter at its address set forth
-21-
<PAGE> 22
in its Underwriters' Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Company by the Representatives upon
request.
12. This Agreement and each Terms Agreement shall be
binding upon, and inure solely to the benefit of, the Underwriters and the
Company and, to the extent provided in Section 7 and Section 9 hereof, the
officers and directors of the Company and any person who controls any
Underwriter or the Company, and their respective personal Representatives,
successors, and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Terms Agreement. No purchaser
of any of the Designated Securities from any Underwriter shall be construed a
successor or assign by reason merely of such purchase.
13. Time shall be of the essence of each Terms Agreement.
14. This Agreement and each Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
15. This Agreement and each Terms Agreement may be
executed by each of the parties hereto and thereto in any number of
counterparts, and by each of the parties hereto and thereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
-22-
<PAGE> 23
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, whereupon this letter and your
acceptance hereof shall constitute a binding agreement.
Very truly yours,
REGIONS FINANCIAL CORPORATION
By: /s/ Richard D. Horsley
-----------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
Accepted in New York, New York,
as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
By CS FIRST BOSTON CORPORATION
By: /s/ Richard E. Thornburgh
---------------------------------------
-23-
<PAGE> 24
ANNEX I
Terms Agreement
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
as Representatives of the Several Underwriters
named in Schedule I hereto,
c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
____________, 1994
Ladies and Gentlemen:
Regions Financial Corporation, a Delaware corporation and formerly
known as First Alabama Bancshares, Inc. (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement dated
September 8, 1994 (the "Underwriting Agreement"), between the Company and CS
First Boston Corporation, Bear, Stearns & Co. Inc., and Donaldson, Lufkin &
Jenrette Securities Corporation to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement, except that each representation and warranty set
forth in Section 2 of the Underwriting Agreement relating to the Prospectus
shall be deemed to have been made as of the date of the Underwriting Agreement
and, with respect to the Prospectus as amended or supplemented applicable to
the Designated Securities covered by this Terms Agreement, shall be deemed to
have been made as of the date of this Terms Agreement and as of the date of
filing the amendment to the Registration Statement to reflect the terms of the
Designated Securities as set forth in the Terms Agreement. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
<PAGE> 25
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed or, in the case
of a supplement, mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified
in such Schedule II attributable to such Underwriter as determined pursuant to
Section 3 of the Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the General Terms and Conditions of Underwriters'
Participation in Underwritten Public Offerings of Securities Managed by CS
First Boston Corporation, the form of which you have delivered to us. You
represent that you are authorized on behalf of yourselves and each of the
Underwriters to enter into this Terms Agreement.
Very truly yours,
REGIONS FINANCIAL CORPORATION
By:
--------------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
I-2
<PAGE> 26
Accepted as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
By CS FIRST BOSTON CORPORATION
By:
--------------------------------------
I-3
<PAGE> 27
SCHEDULE I TO TERMS AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriters Be Purchased
------------ ------------
<S> <C>
CS First Boston Corporation . . . . . . . . . . . . . . . $
------------
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . .
------------
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . .
============
Total . . . . . . . . . . $
------------
</TABLE>
<PAGE> 28
SCHEDULE II TO TERMS AGREEMENT
Title of Designated Securities:
Principal Amount:
Interest:
_______% per annum, from ____________, 199___, payable semiannually on
____________ and ____________, commencing ____________, 199___, to holders of
record on the preceding _______ or ________, as the case may be
Maturity:
Optional Redemption:
Sinking Fund:
Listing:
Delayed Delivery Contracts:
Purchase Price:
____% of principal amount, plus accrued interest from ___________,
199___
Expected Reoffering Price:
___% of principal amount, subject to change by the Representatives
Closing:
10:00 a.m., New York City time, on ___________, 199___, at _____, in
[New York Clearing House funds]
<PAGE> 29
Settlement and Trading:
Book-Entry Only via DTC. The Designated Securities [will] [will not]
trade in DTC's Same-Day Funds Settlement System
Blackout:
Until _____ days after the Time of Delivery
Names and Addresses of
Representatives/Underwriters:
CS First Boston Corporation
55 East 52nd Street
New York, New York 10055
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Donaldson, Lufkin &
Jenrette Securities Corporation
140 Broadway
New York, New York 10005
<PAGE> 30
ANNEX II
Delayed Delivery Contract
_______________, 19___
REGIONS FINANCIAL CORPORATION
c/o _______________
___________________
___________________
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Regions Financial
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned,
($__________________) principal amount of the Company's
[Title of Designated Securities] (hereinafter called the "Designated
Securities") offered by the Company's Prospectus dated ____________, 199__, as
amended or supplemented, receipt of a copy of which is hereby acknowledged, at
a purchase price of ___% of the principal amount thereof, plus accrued interest
from the date from which interest accrues as set forth below, and on the
further terms and conditions set forth in this contract. [The undersigned will
purchase the Designated Securities from the Company on ____________ ___, 19___
(the "Delivery Date"), and interest on the Designated Securities so purchased
will accrue from ____________ ___, 19___. Each of the Designated Securities
will be dated the Delivery Date thereof.] [The undersigned will purchase the
Designated Securities from the Company on the delivery date or dates and in the
principal amount or amounts set forth below:
<TABLE>
<CAPTION>
Date From Which
Delivery Date Principal Amount Interest Accrues
- - --------------------- ---------------- ----------------
<S> <C> <C>
, 19 $ , 19
- - -------------- --- ----------- -------------- ---
, 19 , 19
- - -------------- --- ----------- -------------- ---
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date." Each of the Designated
Securities will be dated the Delivery Date thereof.]
<PAGE> 31
Payment for the Designated Securities which the undersigned has agreed
to purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in [New York] [Clearing House] funds at the
office of _______________ at 9:30 a.m., New York City time, on the Delivery
Date upon delivery to the undersigned of the Designated Securities then to be
purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than
five (5) full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Designated Securities on the Delivery Date shall be subject to the
conditions that (i) the purchase of Designated Securities by the undersigned
shall not on the Delivery Date be prohibited under the laws of the jurisdiction
to which the undersigned is subject and (ii) the Company, on or before
____________ ___, 19___, shall have sold to the several Underwriters, pursuant
to the Terms Agreement dated ____________ ___, 19___, with the Company, an
aggregate principal amount of Designated Securities equal to $_____________,
minus the aggregate principal amount of Designated Securities covered by this
contract and other contracts similar to this contract. The obligation of the
undersigned to take delivery of and make payment for Designated Securities
shall not be affected by the failure of any purchaser to take delivery of and
make payment for Designated Securities pursuant to other contracts similar to
this contract.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole discretion
and that, without limiting the foregoing, acceptances of such contract need not
be on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts
II-2
<PAGE> 32
hereof to the undersigned at its address set forth below. This will become a
binding contract between the Company and the undersigned when such counterpart
is so mailed or delivered.
Very truly yours,
____________________________________
____________________________________
(Signature)
____________________________________
(Name and Title)
____________________________________
____________________________________
____________________________________
____________________________________
(Address)
Accepted, __________, 199__
REGIONS FINANCIAL CORPORATION
By: __________________________________
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY
_____________________________ NOT LATER THAN 5:00 P.M. ON ____________ ___,
199__, ACCOMPANIED BY A CERTIFICATE OF SECRETARY OR OTHER EVIDENCE,
SATISFACTORY TO THE COMPANY, AS TO THE AUTHORITY OF THE PERSON OR PERSONS
SIGNING THIS CONTRACT.
II-3
<PAGE> 33
ANNEX III
Matters to be Covered by Letters of
Independent Certified Public Accountants
(i) They are independent certified public accountants with respect
to the Company and its subsidiaries within the meaning of the Securities Act
and the Securities Act Rules, and the statement in the Registration Statement
in answer to Item 10 of Form S-3 is accurate insofar as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its consolidated subsidiaries included or
incorporated by reference in the Company's Annual Report on Form 10-K most
recently filed with the Commission and covered by their report included therein
(the "audited financials") comply as to form in all material respects with the
applicable accounting requirements of the Securities Act or the Exchange Act,
as applicable, and the Securities Act Rules or the Exchange Act Rules, as
applicable;
(iii) On the basis of limited procedures, not constituting an audit,
which have been carried out through a specified date not more than four (4)
business days prior to the date of each such letter,* including (a) a reading
of the unaudited consolidated financial statements of the Company and its
consolidated subsidiaries included in the Company's Quarterly Reports on Form
10-Q filed with the Commission from the beginning of the Company's fiscal year
through the date of such letter (the "quarterly financials"), (b) a reading of
the latest available monthly unaudited consolidated financial statements of the
Company and its consolidated subsidiaries (the "monthly financials"), (c) a
reading of the minutes of the meetings of the Board of Directors and
stockholders of the Company since the date of the audited financials, (d)
inquiries of certain officials of the Company responsible for financial and
accounting matters as to transactions and events subsequent to the date of the
audited financials, and (e) such other procedures and inquiries as may be
described in each such letter, nothing has come to their attention which has
caused them to believe that:
________________________
*In the case of letters delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, such procedures will be carried out through a specified
date not more than four (4) business days prior to the effective date of the
Registration Statement or not more than four (4) business days prior to the
most recent report filed with the Commission containing financial statements,
if the date of such report is later than such effective date.
<PAGE> 34
(1) The quarterly financials or the monthly financials
were not prepared in conformity with generally accepted accounting principles
applied on a basis consistent in all material respects with those followed in
the preparation of the audited financials, except as disclosed in the most
recent report filed with the Commission containing financial statements or in
each such letter; or
(2) The quarterly financials or the monthly financials
reflect any adjustments other than normal recurring adjustments, except as
disclosed in the most recent report filed with the Commission containing
financial statements or in each such letter; or
(3) At the date of the monthly financials, there was any
change with respect to the Company and its consolidated subsidiaries in the
capital stock or any increase in long-term debt or any decreases in
consolidated amounts of allowance for loan losses, total net loans, total
deposits, total assets, investment securities, or stockholders' equity, as
compared, in each case, with the corresponding amounts in the consolidated
balance sheet of the Company and its consolidated subsidiaries as of the date
of the most recent quarterly financials, except, in all instances, for changes
which the most recent report filed with the Commission containing financial
statements disclosed have occurred or may occur or which are described in each
such letter; or
(4) At a recent date specified in each letter and in each
case satisfactory to the Representatives in its reasonable judgment, there was
any change with respect to the Company and its consolidated subsidiaries in the
capital stock or any long-term debt or any decrease in stockholders' equity, as
compared, in each case, with the corresponding amounts in the consolidated
balance sheet of the Company and its consolidated subsidiaries as of the date
of the most recent quarterly financials, except, in all instances, for changes
which the most recent report filed with the Commission containing financial
statements disclosed have occurred or may occur or which are described in each
such letter; or
(5) For the period from the date of the most recent
quarterly financials through the date of the monthly financials, there was any
decrease, as compared with the corresponding period in the preceding year, in
the consolidated amounts of net interest income, net interest income after
provision for loan losses, noninterest income, or the total or per share
amounts of consolidated net income, except for decreases which the most recent
report filed with the Commission containing financial statements disclosed have
occurred or may occur or which are described in each such letter; or
(6) For the period from the date of the monthly
financials through the date specified in each letter, there was any decrease,
as compared with the corresponding period in the preceding year in consolidated
amounts of net interest income, net interest income after provision for loan
losses, noninterest income, or the total or per share amounts of consolidated
net income, except for decreases which the most recent report
III-2
<PAGE> 35
filed with the Commission containing financial statements disclosed have
occurred or may occur or which are described in each such letter; and
(iv) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in the
Registration Statement, in the most recent report filed with the Commission
from the beginning of the Company's fiscal year through the date of such
letter,* and in the case of each letter to be delivered pursuant to Section
6(d)(iii) of the Underwriting Agreement, in the Prospectus as amended or
supplemented through the date of such letter and have found such items to be in
agreement with such records.
_____________________
*In the case of letters delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, such procedures will be carried out through a specified
date not more than four (4) business days prior to the effective date of the
Registration Statement or not more than four (4) business days prior to the
most recent report filed with the Commission containing financial statements,
if the date of such report is later than such effective date.
III-3
<PAGE> 1
Exhibit (1)(b)
Terms Agreement
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
as Representatives of the Several Underwriters
named in Schedule I hereto,
c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
September 8, 1994
Ladies and Gentlemen:
Regions Financial Corporation, a Delaware corporation and formerly
known as First Alabama Bancshares, Inc. (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement dated
September 8, 1994 (the "Underwriting Agreement"), between the Company and CS
First Boston Corporation, Bear, Stearns & Co. Inc., and Donaldson, Lufkin &
Jenrette Securities Corporation to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement, except that each representation and warranty set
forth in Section 2 of the Underwriting Agreement relating to the Prospectus
shall be deemed to have been made as of the date of the Underwriting Agreement
and, with respect to the Prospectus as amended or supplemented applicable to
the Designated Securities covered by this Terms Agreement, shall be deemed to
have been made as of the date of this Terms Agreement and as of the date of
filing the amendment to the Registration Statement to reflect the terms of the
Designated Securities as set forth in the Terms Agreement. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed or, in the case
of a supplement, mailed for filing, with the Commission.
<PAGE> 2
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified
in such Schedule II attributable to such Underwriter as determined pursuant to
Section 3 of the Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the General Terms and Conditions of Underwriters'
Participation in Underwritten Public Offerings of Securities Managed by CS
First Boston Corporation, the form of which you have delivered to us. You
represent that you are authorized on behalf of yourselves and each of the
Underwriters to enter into this Terms Agreement.
Very truly yours,
REGIONS FINANCIAL CORPORATION
By: /s/ Richard D. Horsley
------------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
-2-
<PAGE> 3
Accepted as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
By CS FIRST BOSTON CORPORATION
By: /s/ Richard E. Thornburgh
-------------------------------
-3-
<PAGE> 4
SCHEDULE I TO TERMS AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriters Be Purchased
------------ ------------
<S> <C>
CS First Boston Corporation . . . . . . . . . . . . . . . $ 33,340,000
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . 33,330,000
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . 33,330,000
-------------
Total . . . . . . . . . . $ 100,000,000
-------------
</TABLE>
<PAGE> 5
SCHEDULE II TO TERMS AGREEMENT
Title of Designated Securities:
7 3/4% Subordinated Notes Due 2024
Principal Amount:
$100,000,000
Interest:
7 3/4% per annum, from September 15, 1994, payable semiannually on
March 15 and September 15, commencing March 15, 1995, to holders of record on
the preceding March 1 or September 1, as the case may be
Maturity:
September 15, 2024
Optional Redemption:
Designated Securities may be redeemed in whole or in part (in integral
multiples of $1,000) at the option of the registered holder on September 15,
2004, at 100% of the principal amount to be redeemed, plus accrued interest to
September 15, 2004. Such election, which is irrevocable when made, must be
made within the period commencing on July 15, 2004, and ending at 5:00 p.m.,
New York City time, on August 15, 2004.
Sinking Fund:
None
Listing:
None
Delayed Delivery Contracts:
None
Purchase Price:
99.65% of principal amount, plus accrued interest, if any, from
September 15, 1994
<PAGE> 6
Expected Reoffering Price:
100% of principal amount, subject to change by the Representatives
Closing:
10:00 a.m., New York City time, on September 15, 1994, in New York
Clearing House funds
Settlement and Trading:
Book-Entry Only via DTC. The Designated Securities will not trade in
DTC's Same-Day Funds Settlement System
Blackout:
Until 30 days after the Time of Delivery
Names and Addresses of
Representatives/Underwriters:
CS First Boston Corporation
55 East 52nd Street
New York, New York 10055
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Donaldson, Lufkin &
Jenrette Securities Corporation
140 Broadway
New York, New York 10005
-2-
<PAGE> 1
EXHIBIT 4(a)
REGIONS FINANCIAL CORPORATION
OFFICERS' CERTIFICATE
Pursuant to Section 301 of the Indenture:
Each of the undersigned officers of Regions Financial Corporation, a
Delaware corporation (the "Company"), does hereby certify as follows:
The undersigned, having read the Indenture, dated as of December 1,
1992 (the "Indenture"), between the Company and Bankers Trust Company, as
trustee (the "Trustee"), including Section 301 thereof, and the definitions in
such Indenture relating thereto, and other corporate documents and records, and
having made such examination or investigation as each considers is necessary to
enable the undersigned to express an informed opinion, certify that the terms
of the series of the Securities to be entitled the 7 3/4% Subordinated Notes
Due 2024 of the Company (the "Series") have been established under the
Indenture by means of and in accordance with the Board Resolution (as defined
in the Indenture) attached as Annex A hereto, all conditions precedent provided
for in the Indenture relating to the establishment of such Series having been
complied with, and, in the opinion of the undersigned, Section 301 of the
Indenture has been complied with in the establishment of the terms of such
Series.
IN WITNESS WHEREOF, each of the undersigned has placed his/her hand
this 15th day of September, 1994.
----------------------------
Robert P. Houston
Executive Vice President and
Comptroller
----------------------------
Virginia L. Martin
Assistant Secretary
<PAGE> 2
Annex A to Sec. 301 Officers' Certificate
BE IT HEREBY RESOLVED, that the Company is authorized to issue and sell
$100,000,000 of its subordinated notes, such notes to be entitled "7 3/4%
Subordinated Notes Due 2024," the terms and conditions of which include the
following as established by this resolution, as contemplated by Section 301 of
the Indenture:
(1) the title of the notes shall be "7 3/4% Subordinated Notes Due 2024";
(2) the 7 3/4% Subordinated Notes Due 2024 (the "Notes") shall be deemed to
be of one series for all purposes of the Indenture, and the limit upon the
aggregate principal amount of the Notes which may be authenticated and
delivered under the Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Section 304, 305, 306, 906, 1107 or 1603 and except for any
Notes which, pursuant to Section 303, are deemed never to have been
authenticated and delivered thereunder) shall be $100,000,000; provided
however, that there shall be no limit upon the aggregate principal amount of
securities of a separate series that may be authenticated and delivered under
the Indenture;
(3) interest on the Notes shall be payable to the persons in whose names the
Notes are registered at the close of business on the record date for such
interest, or, only in the case of defaulted interest, in the manner provided in
the Indenture;
(4) the Notes will mature on September 15, 2024, and all principal of the
Notes is payable on that date;
(5) the Notes shall bear interest at the rate of 7 3/4%; such interest shall
accrue from September 15, 1994; accrued interest shall be payable in arrears on
the 15th day of March and the 15th day of September until maturity, commencing
on March 15, 1995, and ending on September 15, 2024, and the record date for
any interest payable on the Notes shall be March 1 and September 1 of each year
(whether or not such day is a Business Day);
(6) Subject to the provisions of Sections 1002 and 114 of the Indenture, the
principal of and interest on the Notes shall be payable at the Corporate Trust
Office of Bankers Trust Company in the City of New York, at the principal
office of the Company at 417 North 20th Street, Birmingham, Alabama, or, as
may be designated from time to time under the Indenture, at an office of one or
more payment agents appointed under the Indenture; the Notes may be surrendered
for registration of transfer, or exchange, subject to the terms of the
Indenture, at the principal office of the Company at 417 North 20th Street,
Birmingham, Alabama or at the office of the security registrar or of a transfer
agent as may be appointed by the Company from time to time; and notices and
demands to or upon the company in respect
<PAGE> 3
of the Notes and the Indenture may be served upon the Company at its principal
office at 417 North 20th Street, Birmingham, Alabama;
(7) the Notes are redeemable at the option of the registered holder in
whole or in part (in integral multiples of $1,000) on September 15, 2004, at
100% of the principal amount to be redeemed, plus accrued interest to September
15, 2004, pursuant to an election, which is irrevocable when made, which must
be made within the period commencing on July 15, 2004, and ending at 5:00 p.m.
New York City time on August 15, 2004, and the deposit of the redemption price
shall be made by the Company and received by the Trustee no later than 10:00
a.m. on September 15, 2004 (or, if September 15, 2004 is not a Business Day, on
the next succeeding Business Day);
(8) the Company has no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions, or to make any sinking
fund or analogous deposits in respect to the Notes;
(9) Notes may be issued only in denominations of $1,000 or integral
multiples thereof as provided in Section 302 of the Indenture;
(10) Section 1402 of the Indenture shall apply to the Notes;
(11) Bankers Trust Company shall be the initial Security Registrar, and
the initial paying agent;
(12) the Notes are to be initially issued in global form in accordance
with Section 203 of the Indenture, and Depository Trust Company is hereby
designated as the Depository of the Notes in global form;
(13) the Notes shall be subordinated as to payment of principal and
interest and for all other purposes to all Senior Indebtedness of the Company
(generally defined in the Indenture as all obligations of the Company to its
creditors, whether presently outstanding or hereafter incurred) in accordance
with the Indenture and in particular Article Fifteen thereof.
FURTHER RESOLVED, that the certificate(s) representing the Notes in global
form shall have the form attached hereto as Attachment B, and the same is
hereby adopted and designated as the form of certificate of the Notes in global
form, pursuant to Section 201 of the Indenture, and that the certificate(s)
representing the Notes in fully registered form shall have the form attached
hereto as Attachment C, and the same is hereby adopted and designated as the
form of certificate of the Notes in fully registered form, pursuant to Section
201 of the Indenture;
2
<PAGE> 1
Exhibit 4(b)
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE NOT DEPOSITS, SAVINGS ACCOUNTS
OR OTHER OBLIGATIONS OF A DEPOSITORY INSTITUTION BUT ARE UNSECURED AND
SUBORDINATED DEBT OBLIGATIONS OF REGIONS FINANCIAL CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depository"), a New York corporation, or a nominee of the
Depository. This Security is not exchangeable for securities registered in the
name of a person other than the Depository or its nominee except in the limited
circumstances described in the Indenture, and no transfer of this Security
(other than a transfer of this Security as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in the limited
circumstances described in the Indenture. Unless this certificate is presented
by an authorized representative of the Depository to Regions Financial
Corporation or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of the Depository
(and any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
REGIONS FINANCIAL CORPORATION
7 3/4% SUBORDINATED NOTE DUE SEPTEMBER 15, 2024
Registered Number 1 $ 100,000,000
CUSIP Number 758940AB6
Regions Financial Corporation, a corporation validly existing under
the laws of the State of Delaware (the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal amount of
One Hundred Million Dollars on September 15, 2024 (the "Date of Maturity"), in
coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts, and to pay
interest thereon, in like coin or currency, from September 15, 1994, or from
the latest semiannual Interest Payment Date (as defined below) to which
interest has been paid or provided for, at the rate of 7 3/4 % per annum
(calculated on the basis of a 360 day year of twelve 30-day months) on the
unpaid principal hereof, payable in arrears on March 15 and September 15 in
each year (each an "Interest Payment Date") and
<PAGE> 2
on the Date of Maturity until the principal amount has been paid in full or
made available for payment. The interest so payable, and punctually paid or
duly provided for on any Interest Payment Date will be paid to the person in
whose name this Note is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 or September 1
(whether or not a business day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the holder on such Regular
Record Date, and may either be paid to the person or persons in whose name the
Securities represented by this Note may then be registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Company, or in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities represented
by this Note may then be listed. All payments on the Securities represented by
this Note shall be applied first to accrued interest and the balance, if any,
to principal, except that principal may not be pre-paid prior to the Date of
Maturity.
Payment of the principal and interest on this Note will be made at the
Corporate Trust Office of the Trustee in the City of New York or at an office
of the Company maintained for such purpose, except that at the option of the
Company interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.
Additional provisions of this Note are set forth on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully
set forth on the face hereof.
This Note shall not be entitled to any benefit under the Indenture or
become obligatory until Bankers Trust Company, the Trustee under the Indenture,
or its successor thereunder, shall have authenticated this Note by manually
executing the Certificate of Authentication endorsed hereon.
IN WITNESS WHEREOF, Regions Financial Corporation has caused this Note
to be executed on its behalf by the Chairman of the Board, Chief Executive
Officer, President or a Vice President, by his manual signature or a facsimile
thereof, under its corporate seal reproduced hereon attested by its Secretary
or an Assistant Secretary, by his manual signature or a facsimile thereof.
Dated: REGIONS FINANCIAL CORPORATION
[SEAL] By:
--------------------------
[Title]
ATTEST:
By:
--------------------------------
Secretary or Assistant Secretary
2
<PAGE> 3
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein,
referred to in the within-mentioned Indenture.
Bankers Trust Company, as Trustee
Authentication Date: By:
-------- -----------------------------
Authorized Signatory
3
<PAGE> 4
[REVERSE SIDE]
This Note is issued under an Indenture, dated as of December 1, 1992,
(herein called the "Indenture"), between the Company and Bankers Trust Company,
as trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and represents the aggregate principal amount of
the duly authorized issue of the series of 7 3/4 % Subordinated Notes Due 2024
issued by the Company under the Indenture (herein called "this Series"),
limited in aggregate principal amount to $100,000,000. Every reference herein
to Securities of this Series also applies specifically to this Note. Reference
is made to the Indenture and all indentures supplemental thereto for the
declaration of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness, and the holders of Securities of this Series and of the terms
upon which Securities of this Series are, and are to be, authenticated and
delivered.
The indebtedness evidenced by the Securities of this Series is
subordinate and junior in right of payment of principal and interest and in all
other respects to the Company's obligations to holders of "Senior Indebtedness"
of the Company. Senior Indebtedness is defined in the Indenture to include all
indebtedness and other obligations of the Company to its creditors, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed, or incurred, including but not limited to (i) the principal of, and
premium, if any, and interest on all indebtedness for money borrowed, (ii) all
obligations to make payment pursuant to the terms of financial instruments
(including securities contracts, derivative instruments, option contracts, and
similar financial instruments), (iii) any indebtedness or obligations of others
of the kind described in either (i) or (ii) above for the payment of which the
Company is responsible or liable as guarantor or otherwise, and (iv) any
deferrals, renewals, or extensions of any such Senior Indebtedness, except
Subordinated Indebtedness. Securities of this Series are issued subject to the
provisions of the Indenture regarding subordination to Senior Indebtedness.
Each holder of this Note, and each owner of a beneficial interest in Securities
of this Series, by accepting the same, agrees to and shall be bound by such
provisions, authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided, and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Acceleration Event (defined generally in the Indenture as
certain events involving bankruptcy, insolvency proceedings or reorganization
of the Company) shall occur and be continuing, the principal of the Securities
of this Series may be declared due and payable in the manner and with the
effect provided in the Indenture. The principal of the Securities of this
Series may not be declared due and payable upon an Event of Default (as
4
<PAGE> 5
defined in the Indenture) other than an Event of Default which also constitutes
an Acceleration Event.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of Securities of this Series to be
effected under the Indenture at any time by the Company and the Trustee with
the consent of the holders of not less than a majority in aggregate principal
amount of the Securities of this Series. The Indenture also includes
provisions permitting the holders of specified percentages in principal amount
of the Securities of this Series, on behalf of the holders of all such
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on the Securities
of this Series herein provided, and at the time, place and rate and in the coin
or currency herein prescribed.
Securities of this Series are initially issued only in the form of a
Global Security, and will not be exchanged for Securities in definitive
registered form except under the circumstances and in the manner set forth in
the Indenture. Securities of this Series are issuable in denominations of
$1,000 and integral multiples thereof, will not be redeemable by the Company,
in whole or in part, prior to the Date of Maturity and do not provide for any
sinking fund.
Prior to due presentment of this Note for registration of a permitted
transfer, the Company, the Trustee, and any agent of the Company or the Trustee
will treat the person in whose name this Note is registered as the owner for
purposes of payment of principal and, subject to certain provisions in the
Indenture, interest, whether or not this Note be overdue, and neither the
Company, the Trustee, nor any agent shall be affected by notice to the
contrary. For any other purpose under the Indenture, the Company, the Trustee,
and any agent of the Company and any agent of the Trustee shall treat a person
as the holder of such principal amount of the Securities of this Series as
shall be specified in a written statement of the Depository (or of a successor
depository under the Indenture) which is provided to the Trustee by the
Depository or successor depository.
This Note may be surrendered for registration of transfer, or
exchange, subject to the terms of the Indenture, at the Corporate Trust Office
of the Trustee in the City of New York, at the principal office of the Company
in Birmingham, Alabama, or at the office of a successor Security Registrar or
of a transfer agent as may be designated by the Company from time to time.
5
<PAGE> 6
At the option of the registered holder hereof, this Note may be
redeemed in whole or in part on September 15, 2004 (or, if September 15, 2004,
is not a Business Day, the next succeeding Business Day), at 100% of the
principal amount to be redeemed, together with interest accrued thereon to
September 15, 2004, provided, however, that in the case of a partial redemption
of this Note, the principal amount to be redeemed shall be an amount equal to
$1,000 or an integral multiple of $1,000. In order for the registered holder of
this Note to exercise such option with respect to this Note or a portion
thereof, this Note must be received, together with the form entitled "Option to
Elect Redemption" set forth below duly completed, by the Trustee at its
corporate trust office in New York, New York, no earlier than July 15, 2004 and
no later than 5:00 p.m., New York City time, on August 15, 2004 (or, if August
15, 2004, is not a Business Day, the next succeeding Business Day). All
questions as to the validity, form, eligibility, and acceptance of any Note for
redemption shall be determined by Regions, whose determination shall be final
and binding. Any such exercise of the redemption option by the registered
holder of this Note shall be irrevocable following receipt by the Trustee of
the duly completed "Option to Elect Redemption" form in respect hereof, as set
forth above. Interest shall cease to accrue on September 15, 2004, in respect
of this Note or portion hereof as to which the redemption option has been so
exercised.
Notwithstanding any other provision hereof, the registered holder of
any Note in respect of which a duly completed "Option to Elect Redemption" form
has been received by the Trustee shall have an absolute and unconditional right
to receive payment of the principal amount of such Note being redeemed together
with the interest accrued thereon, as set forth above, and to institute an
action for the enforcement of such right, and such right shall not be impaired
without the written consent of such registered holder.
In the event that this Note is to be redeemed in part, Regions shall
execute, and the Trustee shall authenticate and deliver to the registered
holder hereof, a new Note or Notes of any authorized denominations as requested
by such registered holder, in an aggregate principal amount equal to, and in
exchange for, the unredeemed portion of the principal of this Note being
redeemed. No service charge shall be made for any such exchange, but Regions or
the Trustee may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge payable in connection therewith.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of Delaware.
6
<PAGE> 7
The undersigned assigns and transfers unto
- - --------------------------------------------------------------------------------
(insert assignee's social security number or tax identification number)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(print or type assignee's name, address, and zip code)
the within Note, and all rights thereunder and hereby irrevocably constitutes
and appoints
, Attorney to
- - ------------------------------------------------------------
transfer this Note on the books of the Company, with full power of substitution
in the premises.
Dated . Signature:
-------------------- ----------------------------------
The name signed to this assignment must correspond with the name of the payee
written on the face of the within Note in every particular, without any
alteration, enlargement or change.
Signature guaranteed:
------------------------------------------
(Bank, Trust Company or Firm)
By
----------------------------------------
(Authorized Officer)
7
<PAGE> 8
OPTION TO ELECT REDEMPTION
The undersigned hereby irrevocably requests and instructs Regions
Financial Corporation ("Regions") to redeem the within Note (or portion thereof
specified below), on September 15, 2004 (or if such day is not a Business Day,
the next succeeding Business Day), pursuant to the terms set forth therein.
The undersigned acknowledges that, in order for the within Note to be
redeemed in whole or in part pursuant to this election, the Trustee must
receive the within Note with this "Option to Elect Redemption" form, duly
completed, at the corporate trust office of the Trustee, New York, New York, or
at such other place or places in New York, New York as Regions may from time to
time notify to the holders of the Notes, no earlier than July 15, 2004, and no
later than 5:00 p.m., New York City time, on August 15, 2004 (or if such day is
not a Business Day, the next succeeding Business Day).
If less than the entire principal amount of the within Note is to be
redeemed:
(i) specify the portion thereof (which shall be an amount equal to
$1,000 or an integral multiple of $1,000) which the registered
holder elects to have redeemed):
$_________________________________
(ii) specify the denominations (which shall be $1,000 or an
integral multiple of $1,000) and quantities of the new Note or
Notes to be issued in exchange for the portion of the within
Note not being redeemed (in the absence of such
specifications, one such new Note will be issued in an
aggregate principal amount equal to the portion not being
redeemed):
Registered name Quantity Denomination
$
- - --------------------- ----------------------- ----------------
$
- - --------------------- ----------------------- ----------------
$
- - --------------------- ----------------------- ----------------
Dated: , 2004 Name of Registered Holder:
---------------------------
----------------------------------
By:
------------------------------
Name:
Title:
8
<PAGE> 1
Exhibit 4(c)
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE NOT DEPOSITS, SAVINGS ACCOUNTS
OR OTHER OBLIGATIONS OF A DEPOSITORY INSTITUTION BUT ARE UNSECURED AND
SUBORDINATED DEBT OBLIGATIONS OF REGIONS FINANCIAL CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY
REGIONS FINANCIAL CORPORATION
7 3/4% SUBORDINATED NOTES DUE SEPTEMBER 15, 2024
Registered Number $
-------------------------
CUSIP Number 758940AB6
Regions Financial Corporation, a corporation validly existing under
the laws of the State of Delaware (the "Company"), for value received, hereby
promises to pay to
or registered assigns, the principal amount of
on September 15, 2024 (the "Date of
- - --------------------------------------
Maturity"), in coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts,
and to pay interest thereon, in like coin or currency, from September 15, 1994,
or from the latest semiannual Interest Payment Date (as defined below) to which
interest has been paid or provided for, at the rate of 7 3/4% per annum
(calculated on the basis of a 360 day year of twelve 30-day months) on the
unpaid principal hereof, payable in arrears on March 15 and September 15 in
each year (each an "Interest Payment Date") and on the Date of Maturity until
the principal amount has been paid in full or made available for payment. The
interest so payable, and punctually paid or duly provided for on any Interest
Payment Date will be paid to the person in whose name this Note is registered
at the close of business on the Regular Record Date for such interest, which
shall be the March 1 or September 1 (whether or not a business day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the holder on such Regular Record Date, and may either be paid to the person or
persons in whose name the Securities represented by this Note may then be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, or in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities represented by this Note may then be listed. All payments
on the Securities represented by this Note shall be applied first to accrued
interest and the balance, if any, to principal, except that principal may not
be pre-paid prior to the Date of Maturity.
Payment of the principal and interest on this Note will be made at the
Corporate Trust Office of the Trustee in the City of
<PAGE> 2
New York or at an office of the Company maintained for such purpose, except
that at the option of the Company interest may be paid by mailing a check to
the address of the person entitled thereto as such address shall appear in the
Security Register.
Additional provisions of this Note are set forth on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully
set forth on the face hereof.
This Note shall not be entitled to any benefit under the Indenture or
become obligatory until Bankers Trust Company, the Trustee under the Indenture,
or its successor thereunder, shall have authenticated this Note by manually
executing the Certificate of Authentication endorsed hereon.
IN WITNESS WHEREOF, Regions Financial Corporation has caused this Note
to be executed on its behalf by the Chairman of the Board, Chief Executive
Officer, President or a Vice President, by his manual signature or a facsimile
thereof, under its corporate seal reproduced hereon attested by its Secretary
or an Assistant Secretary, by his manual signature or a facsimile thereof.
Regions Financial Corporation
[SEAL] By:
---------------------------------
[Title]
ATTEST:
By:
---------------------------------
Secretary or Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein,
referred to in the within-mentioned Indenture.
Bankers Trust Company, as Trustee
Authentication Date: By:
------------- ---------------------------------
Authorized Signatory
2
<PAGE> 3
[REVERSE SIDE]
This Note is issued under an Indenture, dated as of December 1, 1992,
(herein called the "Indenture"), between the Company and Bankers Trust Company,
as trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and is part of the duly authorized issue of the
series of 7 3/4% Subordinated Notes Due 2024 issued by the Company under the
Indenture (herein called "this Series"), limited in aggregate principal amount
to $100,000,000. Reference is made to the Indenture and all indentures
supplemental thereto for the declaration of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness, and the holders of Securities of this Series
and of the terms upon which Securities of this Series are, and are to be,
authenticated and delivered.
The indebtedness evidenced by the Securities of this Series is
subordinate and junior in right of payment of principal and interest and in all
other respects to the Company's obligations to holders of "Senior Indebtedness"
of the Company. Senior Indebtedness is defined in the Indenture to include all
indebtedness and other obligations of the Company to its creditors, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed, or incurred, including but not limited to (i) the principal of, and
premium, if any, and interest on all indebtedness for money borrowed, (ii) all
obligations to make payment pursuant to the terms of financial instruments
(including securities contracts, derivative instruments, option contracts, and
similar financial instruments), (iii) any indebtedness or obligations of others
of the kind described in either (i) or (ii) above for the payment of which the
Company is responsible or liable as guarantor or otherwise, and (iv) any
deferrals, renewals, or extensions of any such Senior Indebtedness, except
Subordinated Indebtedness. Securities of this Series are issued subject to the
provisions of the Indenture regarding subordination to Senior Indebtedness.
Each holder of this Note, and each owner of a beneficial interest in Securities
of this Series, by accepting the same, agrees to and shall be bound by such
provisions, authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided, and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Acceleration Event (defined generally in the Indenture as
certain events involving bankruptcy, insolvency proceedings or reorganization
of the Company) shall occur and be continuing, the principal of the Securities
of this Series may be declared due and payable in the manner and with the
effect provided in the Indenture. The principal of the Securities of this
Series may not be declared due and payable upon an Event of Default (as defined
in the Indenture) other than an Event of Default which also constitutes an
Acceleration Event.
3
<PAGE> 4
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of Securities of this Series to be
effected under the Indenture at any time by the Company and the Trustee with
the consent of the holders of not less than a majority in aggregate principal
amount of the Securities of this Series. The Indenture also includes
provisions permitting the holders of specified percentages in principal amount
of the Securities of this Series, on behalf of the holders of all such
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on the Securities
of this Series herein provided, and at the time, place and rate and in the coin
or currency herein prescribed.
Securities of this Series are issuable in denominations of $1,000 and
integral multiples thereof, will not be redeemable by the Company, in whole or
in part, prior to the Date of Maturity and do not provide for any sinking fund.
This Note may be surrendered for registration of transfer, or
exchange, subject to the terms of the Indenture, at the Corporate Trust Office
of the Trustee in the City of New York, at the principal office of the Company
in Birmingham, Alabama, or at the office of a successor Security Registrar or
of a transfer agent as may be designated by the Company from time to time.
At the option of the registered holder hereof, this Note may be
redeemed in whole or in part on September 15, 2004 (or, if September 15, 2004,
is not a Business Day, the next succeeding Business Day), at 100% of the
principal amount to be redeemed, together with interest accrued thereon to
September 15, 2004, provided, however, that in the case of a partial redemption
of this Note, the principal amount to be redeemed shall be an amount equal to
$1,000 or an integral multiple of $1,000. In order for the registered holder of
this Note to exercise such option with respect to this Note or a portion
thereof, this Note must be received, together with the form entitled "Option to
Elect Redemption" set forth below duly completed, by the Trustee at its
corporate trust office in New York, New York, no earlier than July 15, 2004 and
no later than 5:00 p.m., New York City time, on August 15, 2004 (or, if August
15, 2004, is not a Business Day, the next succeeding Business Day). All
questions as to the validity, form, eligibility, and acceptance of any Note for
redemption shall be determined by Regions, whose determination shall be final
and binding. Any such exercise of the redemption option by the registered
holder of this Note shall be irrevocable
4
<PAGE> 5
following receipt by the Trustee of the duly completed "Option to Elect
Redemption" form in respect hereof, as set forth above. Interest shall cease to
accrue on September 15, 2004, in respect of this Note or portion hereof as to
which the redemption option has been so exercised.
Notwithstanding any other provision hereof, the registered holder of
any Note in respect of which a duly completed "Option to Elect Redemption" form
has been received by the Trustee shall have an absolute and unconditional right
to receive payment of the principal amount of such Note being redeemed together
with the interest accrued thereon, as set forth above, and to institute an
action for the enforcement of such right, and such right shall not be impaired
without the written consent of such registered holder.
In the event that this Note is to be redeemed in part, Regions shall
execute, and the Trustee shall authenticate and deliver to the registered
holder hereof, a new Note or Notes of any authorized denominations as requested
by such registered holder, in an aggregate principal amount equal to, and in
exchange for, the unredeemed portion of the principal of this Note being
redeemed. No service charge shall be made for any such exchange, but Regions or
the Trustee may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge payable in connection therewith.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of Delaware.
5
<PAGE> 6
The undersigned assigns and transfers unto
- - -----------------------------------------------------------------------------
(insert assignee's social security number or tax identification number)
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
(print or type assignee's name, address, and zip code)
the within Note, and all rights thereunder and hereby irrevocably constitutes
and appoints
, Attorney to
- - -------------------------------------------------------------
transfer this Note on the books of the Company, with full power of substitution
in the premises.
Dated . Signature:
-------------------- --------------------------------
The name signed to this assignment must correspond with the name of the payee
written on the face of the within Note in every particular, without any
alteration, enlargement or change.
Signature guaranteed:
-------------------------------------------
(Bank, Trust Company or Firm)
By
----------------------------------------
(Authorized Officer)
6
<PAGE> 7
OPTION TO ELECT REDEMPTION
The undersigned hereby irrevocably requests and instructs Regions
Financial Corporation ("Regions") to redeem the within Note (or portion thereof
specified below), on September 15, 2004 (or if such day is not a Business Day,
the next succeeding Business Day), pursuant to the terms set forth therein.
The undersigned acknowledges that, in order for the within Note to be
redeemed in whole or in part pursuant to this election, the Trustee must
receive the within Note with this "Option to Elect Redemption" form, duly
completed, at the corporate trust office of the Trustee, New York, New York, or
at such other place or places in New York, New York as Regions may from time to
time notify to the holders of the Notes, no earlier than July 15, 2004, and no
later than 5:00 p.m., New York City time, on August 15, 2004 (or if such day is
not a Business Day, the next succeeding Business Day).
If less than the entire principal amount of the within Note is to be
redeemed:
(i) specify the portion thereof (which shall be an amount equal to
$1,000 or an integral multiple of $1,000) which the registered
holder elects to have redeemed): $_________________________
(ii) specify the denominations (which shall be $1,000 or an
integral multiple of $1,000) and quantities of the new Note or
Notes to be issued in exchange for the portion of the within
Note not being redeemed (in the absence of such
specifications, one such new Note will be issued in an
aggregate principal amount equal to the portion not being
redeemed):
Registered name Quantity Denomination
$
- - -------------------- -------------------- ------------------
$
- - -------------------- -------------------- ------------------
$
- - -------------------- -------------------- ------------------
Dated: , 2004 Name of Registered Holder:
-------------------
-----------------------------------
By:
-------------------------------
Name:
Title:
7
<PAGE> 1
Exhibit 23(a)
CONSENT OF ERNST & YOUNG, LLP
We consent to the reference to our firm under the caption "Experts" in the
Pre-Effective Amendment Number One to the Registration Statement (Form S-3) and
to the reference of our firm under the caption "Selected Consolidated Financial
Data" in the related Prospectus of Regions Financial Corporation for the
registration of $100 million in debt securities and to the incorporation by
reference therein of our report dated February 4, 1994, with respect to the
consolidated financial statements of Regions Financial Corporation (formerly
First Alabama Bancshares, Inc.) included in its Annual Report to Stockholders
which is incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
September 8, 1994
