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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): July 18, 1994
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 July 18, 1994, Regions Financial Corporation (the "Company") entered
into an Underwriting Agreement and related Pricing Agreement (collectively, the
"Underwriting Agreement") with Bear, Stearns & Co. Inc. covering the issuance
and sale of $25,000,000 in aggregate principal amount of 7.65% Subordinated
Notes Due 2001 (the "Notes"), issuable under an Indenture, dated December 2,
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 (the "Act") pursuant to the Company's Registration Statement on Form
S-3 (File Nos. 33-45714 and 22-23176) as originally filed with the Securities
and Exchange Commission on February 13, 1992, and as amended on March 31, 1992,
November 24 and 30, 1992, and December 2, 1992, and as further supplemented by
the Prospectus Supplement dated July 18, 1994 (collectively, the "Registration
Statement"). Seven exhibits are filed herewith in connection with the issuance
and sale of such securities, consisting of the Underwriting Agreement, the
related Pricing Agreement, alternate forms of the Note, an Officers'
Certificate pursuant to Section 301 of the Indenture, the opinion of Lange,
Simpson, Robinson & Somerville as to the legality of the Notes, and the
computation of the ratio of earnings to fixed charges.
The Company's newly designated agent for service of process is
Virginia L. Martin, Assistant Secretary of the Company, who replaces L. Burton
Barnes III.
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, Mr. 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
(c) Exhibits.
(1)(a) Underwriting Agreement, dated July 18, 1994, between
Regions Financial Corporation and Bear, Stearns & Co.
Inc., as Underwriter.
(1)(b) Pricing Agreement, dated July 18, 1994, between Regions
Financial Corporation and Bear, Stearns & Co. Inc., as
Underwriter.
(4)(a) Officers' Certificate pursuant to Section 301 of the
Indenture.
(4)(b) Form of 7.65% Subordinated Notes Due August 15, 2001
(global form).
(4)(c) Form of 7.65% Subordinated Notes Due August 15, 2001
(registered form).
(5) Opinion of Lange, Simpson, Robinson & Somerville re:
legality of the Notes.
(12) Statement re: computation of the ratio of earnings to
fixed charges.
(23) Consent of Lange, Simpson, Robinson & Somerville (included
in Exhibit 5).
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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: July 18, 1994
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- ----------
(1)(a) Underwriting Agreement, dated
July 18, 1994, between Regions
Financial Corporation and Bear,
Stearns & Co. Inc., as Underwriter.........
(1)(b) Pricing Agreement, dated July 18, 1994,
between Regions Financial Corporation
and Bear, Stearns & Co. Inc., as
Underwriter................................
(4)(a) Officers' Certificate pursuant to Section
301 of the Indenture.......................
(4)(b) Form of 7.65% Subordinated Notes Due
August 15, 2001 (global form)..............
(4)(c) Form of 7.65% Subordinated Notes Due
August 15, 2001 (registered form)..........
(5) Opinion of Lange, Simpson, Robinson &
Somerville re: legality of the Notes......
(12) Statement re: computation of the ratio of
earnings to fixed charges..................
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REGIONS FINANCIAL CORPORATION
Debt Securities
Underwriting Agreement
July 18, 1994
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
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 Pricing Agreements (each a "Pricing 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 Pricing Agreement (such firm or firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (such Securities, as so specified in
such Pricing 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 Pricing Agreement (such Designated
Securities to be covered by Delayed Delivery Contracts, as so specified in such
Pricing 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 Pricing 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").
1. Particular sales of Designated Securities may be made
from time to time to the Underwriters of such Securities, for whom Bear,
Stearns & Co. Inc. will act as the representative (the "Representative"). 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
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obligation of any of the Underwriters to purchase any of the Securities
shall be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing 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 Pricing 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 Pricing 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 Pricing
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 Pricing 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. 33-45714 and 22-23176) 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 Pricing 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 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
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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 Representative 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 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;
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(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
Pricing Agreement by the Company, such Pricing Agreement shall have been duly
authorized, executed, and delivered on behalf of the Company and, when executed
and delivered by the Representative, will be a valid and legally binding
agreement of the Company in accordance with its terms; on the date of each
Pricing 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 Pricing 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 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'
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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, 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 data, the tables and
financial and statistical data included in, or incorporated by reference into,
the
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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, 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, otherwise than as set forth or contemplated
in the Registration Statement or the Prospectus as amended or supplemented.
3. Upon the execution of the Pricing Agreement
applicable to any Designated Securities and the authorization by the
Representative 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
Representative will use its best efforts to inform the Company when it has
authorized the sale of the Underwriters' Securities to the public and when it
has been advised that such Underwriters' Securities have been sold by the
several Underwriters within a reasonable period of time after such sales are
completed.
The Company may specify in Schedule II to the Pricing 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 Representative and the Company may
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authorize or approve. If so specified, the Underwriters will endeavor to make
such arrangements, and as compensation therefor the Company will pay to the
Representative, 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 Pricing 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
Representative of its 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 Pricing 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 Representative 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 Pricing Agreement (or such other time and date as
the Representative 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 Pricing 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 Representative 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 Pricing Agreement
bears to the total principal amount of the Designated Securities (rounded, as
the Representative may determine, to the nearest $1,000 principal amount) and
that, subject to Section 8 hereof, the total principal amount of Underwriters'
Securities to be purchased by all of the Underwriters pursuant to such Pricing
Agreement shall be the total principal amount of Designated Securities set
forth in Schedule I to such Pricing Agreement, less the principal amount of the
Contract Securities.
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4. Underwriters' Securities to be purchased by each
Underwriter pursuant to the Pricing 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 Pricing Agreement by the
Company to the Representative, 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 Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representative 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
Representative 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 Representative, the Company agrees to make such Securities
available to the Representative 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
Representative as designated in Section II hereof. If any Underwriters'
Securities are to be delivered in global form, unless otherwise provided in the
applicable Pricing Agreement, the Underwriters' Securities as delivered shall
be deposited with, or on behalf of, The Depository Trust Company (the
"Depository") and registered in the name of the Depository's nominee.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representative for the accounts of
the Underwriters a check payable to the order of the Representative 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 Pricing 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 Pricing Agreement relating to such Designated Securities and prior
to the Time of Delivery for such Designated Securities prior to having
furnished the Representative with a copy of the proposed form thereof and
having given the Representative a reasonable opportunity to review the same; to
file promptly all reports and any definitive proxy or information 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 Representative,
promptly after it receives notice
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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
Representative reasonably may request in order to qualify such Designated
Securities for offering and sale under the securities laws of such states as
the Representative 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 Pricing Agreement with respect to such Designated Securities
shall be at the expense of 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 Representative may from time
to time reasonably request; and if, before a period of six (6) months shall
have elapsed after the date of the Pricing 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 Representative 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 Representative may from time to
time reasonably request of an amendment or a 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 Pricing Agreement, upon the
request of the Representative, but at the expense of such Underwriter, to
prepare
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and deliver to such Underwriter as many copies as the Representative 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 eighteen (18) months
after the effective date of the Registration Statement (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 such effective date;
(e) During a period of three (3) years from the date of
the Pricing Agreement applicable to such Designated Securities, to furnish to
the Representative copies of all reports or other communications (financial or
other) furnished to security holders, and to deliver to the Representative,
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
Representative 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); and
(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 Pricing Agreement and any Delayed Delivery
Contracts (it being understood that, except as provided in this subsection (f)
and in Section l0 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).
6. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
shall be subject, in the discretion of the Representative, 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
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<PAGE> 11
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 Representative in their
reasonable judgment, shall have furnished to the Representative their written
opinion, dated the Time of Delivery for such Designated Securities, in form
satisfactory to the Representative 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
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 Pricing
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;
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<PAGE> 12
(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 Pricing 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 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
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<PAGE> 13
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 from, 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 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.
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<PAGE> 14
(c) Alston & Bird, counsel to the Underwriters, shall
have furnished to the Representative their written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to the
Representative 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, 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 Pricing
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;
(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
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<PAGE> 15
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 Pricing
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 shall have furnished to the Representative a letter dated the
latest effective date of the Registration Statement; (ii) at the time of
execution of the Pricing Agreement for such Designated Securities, Ernst &
Young shall have furnished to the Representative a letter dated the date of
such Pricing Agreement; and (iii) at the Time of Delivery for such Designated
Securities, Ernst & Young shall have furnished to the Representative a letter
dated such Time of Delivery; in each case in form reasonably satisfactory to
the Representative 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 Representative reasonably may request as shall be referred to in Schedule
II to the Pricing 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 Representative
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 Pricing Agreement
applicable to the Designated Securities, the United States shall not have
become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war, which makes it impracticable or
inadvisable in the reasonable judgment of the
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<PAGE> 16
Representative to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented; and
(g) The Company shall have furnished or caused to be
furnished to the Representative, at the Time of Delivery for such Designated
Securities, certificates in form satisfactory to it in its 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; 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 Representative expressly for use therein.
The obligations of the Company and the Underwriters of any
Designated Securities under the Pricing 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 Representative 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
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<PAGE> 17
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 Representative 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, 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 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 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 Representative
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
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<PAGE> 18
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 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
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<PAGE> 19
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, 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.
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
Pricing Agreement applicable to such Securities, the Representative may in its
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
Representative does 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 Representative notifies the
Company that it has so arranged for the purchase of such Underwriters'
Securities, or the Company notifies the Representative that it has so arranged
for the purchase of such Underwriters' Securities, the Representative 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
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<PAGE> 20
"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
Pricing Agreement with respect to such Designated Securities. In the event
that neither the Representative nor the Company arranges 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 Pricing 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
Pricing Agreement relating to such Designated Securities; provided, however,
that if the aggregate principal amount of Underwriters' 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 Pricing Agreement relating to such Designated Securities
may be terminated either by the Company or, through the Representative, by such
Underwriters as have agreed to purchase in the aggregate 50% or more of the
remaining Designated Securities under the Pricing Agreement relating to such
Designated Securities, 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 Pricing Agreement shall be terminated pursuant
to Section 8 hereof, or if any Designated Securities are not delivered by the
Company because the condition set forth either in the last paragraph of Section
6 or in Section 6(g) has not been met, then the Company shall be under no
liability to any Underwriter with respect to the Designated Securities covered
by such Pricing 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 Representative, for all out-of-pocket expenses,
including counsel fees and disbursements, as approved in writing by the
Representative, 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.
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<PAGE> 21
11. In all dealings with the Company under this Agreement
and each Pricing Agreement, the Representative 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 Representative.
All statements, requests, notices, and agreements hereunder shall be
in writing, or by telegram if promptly confirmed in writing, and if to the
Representative or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to Bear, Stearns & Co. Inc., 245 Park
Avenue, New York, New York 10167, 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 in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representative upon request.
12. This Agreement and each Pricing 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 Pricing 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 Pricing
Agreement.
14. This Agreement and each Pricing Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
15. This Agreement and each Pricing 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.
-21-
<PAGE> 22
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:
------------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
Accepted in New York, New York,
as of the date hereof:
BEAR, STEARNS & CO. INC.
By:
-----------------------------------
-22-
<PAGE> 23
ANNEX I
Pricing Agreement
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
July 18, 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
July 18, 1994 (the "Underwriting Agreement"), between the Company, on the one
hand, and Bear, Stearns & Co. Inc. (the "Underwriter"), to issue and sell to
the Underwriter 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 Pricing 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 Pricing
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 Pricing Agreement, shall be deemed to have been made
as of the date of this Pricing 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 Pricing 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.
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 the Underwriter, and the Underwriter agrees 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 in
Schedule I hereto, less the principal amount of
<PAGE> 24
Designated Securities covered by Delayed Delivery Contracts, if any, as may be
specified in such Schedule II 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, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding
agreement between you and the Company. You represent that you are authorized
to enter into this Pricing Agreement.
Very truly yours,
REGIONS FINANCIAL CORPORATION
By:
--------------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
Accepted as of the date hereof:
BEAR, STEARNS & CO. INC.
By:
--------------------------------
I-2
<PAGE> 25
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriter Be Purchased
- - ----------- ------------
<S> <C>
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . $25,000,000
Total. . . . . $25,000,000
-----------
</TABLE>
<PAGE> 26
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
7.65% Subordinated Notes Due 2001
Aggregate principal amount:
$ 25,000,000
Denominations:
$1,000 and integral multiples thereof
Price to Public:
100% of the principal amount of the Underwriters' Securities,
plus accrued interest from July 21, 1994 to date of delivery
Purchase Price by Underwriters:
99.475% of the principal amount of the Underwriters' Securities
Maturity:
7 Year
Interest Rate:
7.65 %
Interest Payment Dates:
February 15th and August 15th of each year, commencing February 15, 1995
Redemption Provisions:
No redemption provisions
<PAGE> 27
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
10:00 a.m. on July 21, 1994
Closing Location:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Funds in which Underwriters to make Payment:
Federal Funds
Delayed Delivery:
None
<PAGE> 28
ANNEX II
Delayed Delivery Contract
____________ ___, 19___
REGIONS FINANCIAL CORPORATION
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Regions Financial
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned, ($__________________) 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> 29
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 Pricing 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> 30
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,
BEAR, STEARNS & CO. INC.
-----------------------------------
(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 BEAR, STEARNS
& CO. INC. 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> 31
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> 32
(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 Representative 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 filed with the
Commission containing financial statements disclosed have occurred or may occur
or which are described in each such letter; and
III-2
<PAGE> 33
(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)
Pricing Agreement
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
July 18, 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
July 18, 1994 (the "Underwriting Agreement"), between the Company, on the one
hand, and Bear, Stearns & Co. Inc. (the "Underwriter"), to issue and sell to
the Underwriter 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 Pricing 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 Pricing
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 Pricing Agreement, shall be deemed to have been made
as of the date of this Pricing 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 Pricing 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.
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 the Underwriter, and the Underwriter agrees 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 in
Schedule I hereto, less the principal amount of
<PAGE> 2
Designated Securities covered by Delayed Delivery Contracts, if any, as may be
specified in such Schedule II 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, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding
agreement between you and the Company. You represent that you are authorized
to enter into this Pricing Agreement.
Very truly yours,
REGIONS FINANCIAL CORPORATION
By:
--------------------------------
Richard D. Horsley
Vice Chairman and Executive
Financial Officer
Accepted as of the date hereof:
BEAR, STEARNS & CO. INC.
By:
--------------------------------
2
<PAGE> 3
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to
Underwriter Be Purchased
- - ----------- ------------
<S> <C>
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . $25,000,000
Total. . . . . $25,000,000
-----------
</TABLE>
<PAGE> 4
SCHEDULE II TO PRICING AGREEMENT
Title of Designated Securities:
7.65% Subordinated Notes Due 2001
Aggregate principal amount:
$ 25,000,000
Denominations:
$1,000 and integral multiples thereof
Price to Public:
100% of the principal amount of the Underwriters' Securities,
plus accrued interest from July 21, 1994 to date of delivery
Purchase Price by Underwriters:
99.475% of the principal amount of the Underwriters' Securities
Maturity:
7 Year
Interest Rate:
7.65 %
Interest Payment Dates:
February 15th and August 15th of each year, commencing February 15, 1995
Redemption Provisions:
No redemption provisions
<PAGE> 5
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
10:00 a.m. on July 21, 1994
Closing Location:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Funds in which Underwriters to make Payment:
Federal Funds
Delayed Delivery:
None
<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
(formerly First Alabama Bancshares, Inc.), 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 7.65% Subordinated Notes Due
2001 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 hand this
21st day of July, 1994.
------------------------------------
Robert P. Houston
Executive Vice President and
Comptroller
------------------------------------
Virginia L. Martin
Assistant Secretary
<PAGE> 2
REGIONS FINANCIAL CORPORATION
ANNEX A TO OFFICERS' CERTIFICATE
BE IT HEREBY RESOLVED, that the Company is authorized to issue and
sell $25,000,000 of its subordinated notes, such notes to be entitled "7.65%
Subordinated Notes Due 2001," 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 "7.65% Subordinated Notes Due
2001";
(2) the 7.65% Subordinated Notes Due 2001 (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 $25,000,000; 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 August 15, 2001, and all principal of
the Notes is payable on that date;
<PAGE> 3
(5) the Notes shall bear interest at the rate of 7.65%; such
interest shall accrue from July 21, 1994; accrued interest shall be payable
in arrears on the 15th day of February and the 15th day of August until
maturity, commencing on February 15, 1995, and ending on August 15, 2001, and
the record date for any interest payable on the Notes shall be February 1 and
August 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 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 not redeemable in whole or in part;
(8) the Company has no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions or at the option of a
holder thereof, 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 The 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.
<PAGE> 4
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.
<PAGE> 1
EXHIBIT (4)(b)
[ATTACHMENT B TO BOARD RESOLUTIONS]
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 "Depositary"), a New York corporation, or a nominee of the
Depositary. This Security is not exchangeable for securities registered in the
name of a person other than the Depositary 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 Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in the limited
circumstances described in the Indenture. Unless this certificate is presented
by an authorized representative of the Depositary 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 Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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
7.65% SUBORDINATED NOTE DUE AUGUST 15, 2001
Registered Number $ 25,000,000
CUSIP Number
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
Twenty-Five Million Dollars on August 15, 2001 (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 July 21, 1994 or from the
latest semi-annual Interest Payment Date (as defined below) to which interest
has been paid or provided for, at the rate of 7.65 % 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 February 15 and August 15 in each year (each an
"Interest Payment Date") and on
<PAGE> 2
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 February 1 or August 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
<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
<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 7.65% Subordinated Notes Due 2001
issued by the Company under the Indenture (herein called "this Series"),
limited in aggregate principal amount to $25,000,000. 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 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
<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.
<PAGE> 6
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.
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)
<PAGE> 1
EXHIBIT (4)(c)
[ATTACHMENT C TO BOARD RESOLUTIONS]
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
7.65% SUBORDINATED NOTES DUE AUGUST 15, 2001
Registered Number $
--------------
CUSIP Number
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
August 15, 2001 (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 July 21, 1994, or from the latest semi-annual Interest
Payment Date (as defined below) to which interest has been paid or provided
for, at the rate of 7.65 % 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
February 15 and August 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 February 1 or August 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
<PAGE> 2
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
<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 7.65% Subordinated Notes Due 2001 issued by the Company under the
Indenture (herein called "this Series"), limited in aggregate principal amount
to $25,000,000. 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 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.
<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.
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.
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)
<PAGE> 5
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)
<PAGE> 1
EXHIBIT 5
LANGE, SIMPSON, ROBINSON & SOMERVILLE
ATTORNEYS & COUNSELORS
417 20TH STREET NORTH, SUITE 1700
BIRMINGHAM, ALABAMA 35203-3272
TELEPHONE (205) 250-5000
FACSIMILE (205) 250-5034
July 18, 1994
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
Regions Financial Corporation (formerly First Alabama Bancshares, Inc.) (the
"Company"), a corporation organized and existing under and pursuant to the laws
of the State of Delaware, proposes to issue and sell $25,000,000 face amount of
its subordinated notes (the "Notes"), under a trust indenture entered into
between the Company and Bankers Trust Company dated as of December 1, 1992
(the "Indenture").
In connection with this offer and sale, we have examined the following
documents and items:
The certificate of incorporation of the Company as most recently amended.
The by-laws of the Company as most recently amended.
The Indenture.
Such documents evidencing the actions taken to date by the stockholders of
the Company, the board of directors of the Company, and committees of the
board of directors, and such other documents and items as we have considered
necessary and appropriate to review in order to render this opinion.
Based upon the foregoing and with regard to such legal considerations as we
deem relevant to this opinion, it is our opinion that, assuming (a) execution
and delivery of the Notes, (b) authentication of the Notes as provided for in
section 303 of the Indenture, and (c) payment for the Notes, the Notes will be
validly issued and will represent binding obligations of the Company.
The binding effect of the Indenture and the Notes may be subject to or
limited by applicable bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the rights of creditors generally.
We consent to the inclusion of this opinion as an exhibit to a current
report of the Company on Form 8-K, and to the incorporation by reference in the
registration statement of the Company on Form S-3, registration number
33-45714.
Yours truly,
/s/ LANGE, SIMPSON, ROBINSON & SOMERVILLE
<PAGE> 1
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES EXCLUDING AND INCLUDING
INTEREST ON DEPOSITS
<TABLE>
<CAPTION>
(Dollars in thousands) March 31, December 31,
------------------ -------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $33,152 $27,426 $112,045 $ 95,048 $ 78,256 $ 68,894 $ 62,634
Provision for income taxes 16,292 13,656 53,476 44,977 33,660 27,175 21,046
------- ------- -------- -------- -------- -------- --------
Earnings before taxes $49,444 $41,082 $165,521 $140,025 $111,916 $ 96,069 $ 83,680
======= ======= ======== ======== ======== ======== ========
Fixed Charges:
Interest expense (excluding
interest on deposits) $ 8,500 $ 3,446 $ 15,313 $ 8,788 $ 11,285 $ 15,041 $ 26,525
Interest portion of rentals (33%) 494 358 1,411 1,107 1,093 1,309 1,249
------- ------- -------- -------- -------- -------- --------
Total Fixed Charges $ 8,994 $ 3,804 $ 16,724 $ 9,895 $ 12,378 $ 16,350 $ 27,774
======= ======= ======== ======== ======== ======== ========
Earnings before taxes and
fixed charges $58,438 $44,886 $182,245 $149,920 $124,294 $112,419 $111,454
Ratio of earnings to fixed charges 6.50x 11.80x 10.90x 15.15x 10.04x 6.88x 4.01x
<CAPTION>
March 31, December 31,
------------------ -------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $ 33,152 $27,426 $112,045 $ 95,048 $ 78,256 $ 68,894 $ 62,634
Provision for income taxes 16,292 13,656 53,476 44,977 33,660 27,175 21,046
-------- ------- -------- -------- -------- -------- --------
Earnings before taxes $ 49,444 $41,082 $165,521 $140,025 $111,916 $ 96,069 $ 83,680
======== ======= ======== ======== ======== ======== ========
Fixed Charges:
Interest expense (including
interest on deposits) $ 73,539 $51,875 $213,614 $224,068 $292,017 $297,613 $292,687
Interest portion of rentals (33%) 494 358 1,411 1,107 1,093 1,309 1,249
-------- ------- -------- -------- -------- -------- --------
Total Fixed Charges $ 74,033 $52,233 $215,025 $225,175 $293,110 $298,922 $293,936
======== ======= ======== ======== ======== ======== ========
Earnings before taxes and
fixed charges $123,477 $93,315 $380,546 $365,200 $405,026 $394,991 $377,616
Ratio of earnings to fixed charges 1.67x 1.79x 1.77x 1.62x 1.38x 1.32x 1.28x
</TABLE>
