<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 1994
REGIONS FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
- - --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street
Birmingham, Alabama 35203
----------------------------------------------------------------
(Address, including zip code, of principal executive offices)
(205) 326-7100
-----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
In connection with its program of acquiring financial institutions
in existing or adjacent markets, Regions Financial Corporation ("Regions") is
filing this Current Report on Form 8-K (the "Current Report") with respect to
certain aspects of its consummated and pending acquisitions for the 1994 fiscal
year.
During the first six months of 1994, Regions (i) acquired Guaranty
Bancorp, Inc. ("Guaranty"), located in Baton Rouge, Louisiana, contributing
approximately $187 million in assets, $136 million in loans, and $173 million
in deposits to Regions' consolidated balance sheet, and (ii) consummated
certain transactions with the Resolution Trust Corporation (the "RTC"), as a
result of which Regions Bank of Florida, Regions' banking subsidiary in
Florida, acquired four branch offices in Panama City, Florida, and First
Alabama Bank, Regions' banking subsidiary in Alabama, acquired one branch
office in each of Brewton and Atmore, Alabama, with combined deposits in the
six offices of approximately $50 million.
Since June 30, 1994, Regions has completed (i) the acquisitions of
First Fayette Bancshares, Inc. ("First Fayette"), located in Fayette, Alabama,
and BNR Bancshares, Inc. ("BNR"), located in New Roads, Louisiana, certain
aspects of which transactions are set forth in the following table and (ii) the
RTC transactions described in the paragraph following the table (collectively
the acquisitions enumerated in (i) and (ii) are referred to as the "Recently
Completed Acquisitions").
RECENTLY COMPLETED ACQUISITIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONSIDERATION
---------------------
APPROXIMATE
--------------------- ACCOUNTING DATE ACQUISITION
INSTITUTION ASSET SIZE(1) VALUE(1) TYPE TREATMENT COMPLETED
-------------------------------- ---------- ----- --------- ---------- ----------------
(In millions)
First Fayette Bancshares, Inc.
and its subsidiary, First Bank
of Fayette, located in Fayette,
Alabama(2)....................... $78 $17 Cash Purchase July 7, 1994
and Notes
BNR Bancshares, Inc. and
its subsidiary, Bank of New Roads,
located in New Roads,
Louisiana(3)..................... 139 26 Regions Pooling of
---- --- Common Interests August 31, 1994
Stock
Totals........................... $217 $43
==== ===
</TABLE>
(1) Calculated as of the date of closing of such transactions.
(2) At the effective time of the merger of First Fayette into Regions (the
"First Fayette Effective Time"), all of the shares of First Fayette
common stock issued and outstanding at the First Fayette Effective Time
were purchased for $17 million in cash and notes.
(3) At the effective time of the merger of BNR into Regions (the "BNR
Effective Time"), each share of BNR common stock issued and outstanding
at the BNR Effective Time was converted into 2.2239 shares of the
$.625 par value common stock of Regions ("Regions Common Stock"),
resulting in the issuance of an aggregate of 725,477 shares of Regions
Common Stock.
- 2 -
<PAGE> 3
Also since June 30, 1994, Regions consummated certain additional
transactions with the RTC, as a result of which Secor Bank, Federal Savings
Bank, a Regions' banking subsidiary in Louisiana, acquired a branch office in
Houma, Louisiana, and Guaranty Bank and Trust Company, a Regions' banking
subsidiary in Louisiana, acquired two branch offices in Baton Rouge,
Louisiana, with combined deposits in the three offices of approximately $39
million.
In addition, as of the date of this Current Report, Regions has
pending three additional acquisitions in Alabama, Georgia, and Louisiana,
certain aspects of which transactions are set forth in the following table
(collectively the three acquisitions and the RTC transaction described in note
(1) below are referred to as the "Pending Acquisitions").
PENDING ACQUISITIONS
<TABLE>
<CAPTION>
CONSIDERATION
-----------------
APPROXIMATE ANTICIPATED
-------------------------- ACCOUNTING
INSTITUTION ASSET SIZE (1) VALUE(2) TYPE TREATMENT
--------------------------------- ---------- ----- ---- ------------
(In millions)
<S> <C> <C> <C> <C>
American Bancshares, Inc. and its
subsidiary, First American Bank
and Trust Company of Louisiana,
located in Monroe, Louisiana(3) ........ $ 313 $ 61 Regions Purchase
Common
Stock
First Community Bancshares, Inc.
and its subsidiary, First Bank of
Rome, located in Rome, Georgia(4)....... 129 24 Regions Pooling of
Common Interests
Stock
Union Bank & Trust Company, located
in Montgomery, Alabama(5) .............. 429 65 Regions Purchase
------ ---- Common
Stock
Totals.................................. $ 871 $150
====== ====
</TABLE>
(1) Based on June 30, 1994, information, and, in the case of American
Bancshares, Inc. ("ABI"), includes additional assets of approximately
$24 million acquired in an RTC transaction consummated subsequent to
June 30, 1994 (together with Regions' RTC transactions, the "RTC
Transactions").
(2) Calculated as of the date of announcement of such transactions.
(3) At the effective time of the merger of ABI into Regions (the "ABI
Effective Time"), each share of ABI common stock issued and outstanding
at the ABI Effective Time, with certain exceptions, will be converted
into 2.4445 shares of Regions Common Stock.
- 3 -
<PAGE> 4
(4) At the effective time of the merger of First Community Bancshares, Inc.
("First Community") into Regions (the "First Community Effective Time"),
each share of First Community common stock issued and outstanding at the
First Community Effective Time, with certain exceptions, will be
converted into .95 of a share of Regions Common Stock.
(5) At the effective time of the merger of Union Bank & Trust Company
("Union") with Regions (the "Union Effective Time"), each share of Union
common stock issued and outstanding at the Union Effective Time will be
converted into that number of shares of Regions Common Stock equal to
the quotient obtained by dividing (i) $16.53 by (ii) the average of the
daily closing sales prices of Regions Common Stock on the Nasdaq
National Market (as reported by The Wall Street Journal or, if not
reported thereby, another authoritative source chosen by Regions) for
the 10 consecutive full trading days in which such shares are traded on
the Nasdaq National Market ending at the close of trading on the fifth
trading day preceding the Union Effective Time.
If the Recently Completed Acquisitions and all of the Pending
Acquisitions (collectively referred to as "All Other Acquisitions") had been
consummated on June 30, 1994, based on June 30, 1994 pro forma financial
information, Regions' total consolidated assets would have increased by
approximately $1.2 billion to approximately $12.0 billion; its total
consolidated deposits would have increased by approximately $951 million to
approximately $9.7 billion; and its total consolidated stockholders' equity
would have increased by approximately $29 million to approximately $934
million.
Consummation of the Pending Acquisitions is subject to the
approval of certain regulatory agencies and of the stockholders of the
institutions to be acquired and to the effectiveness of the registration
statements filed or to be filed with the Securities and Exchange Commission.
Moreover, the closing of each transaction is subject to various contractual
conditions precedent. No assurance can be given that the conditions precedent
to consummating the Pending Acquisitions will be satisfied in a manner that
will result in the consummation of all of the Pending Acquisitions.
In connection with the acquisitions of ABI and Union, Regions has
announced that it may purchase, in the open market, an equivalent number of
some or all of the shares of Regions Common Stock to be issued in such
transactions. As a result of the ABI and Union transactions, Regions
anticipates that it may purchase in the open market as much as approximately
$126 million of Regions Common Stock. The timing and amount of such possible
purchases will be determined based on Regions Common Stock price, capital
needs, and other factors. As of September 6, 1994, Regions had purchased
approximately $43.2 million of Regions Common Stock pursuant to this repurchase
program.
As part of its ongoing business strategy, Regions continually
evaluates business combination opportunities and frequently conducts due
diligence activities in connection with possible business combinations. As a
result, business combination discussions and, in some cases, negotiations
frequently take place, and future business combinations involving cash, debt,
or equity securities can be expected. Any future business combination or
series of business combinations that Regions might undertake may be material,
in terms of assets acquired or liabilities assumed, to Regions'
- 4 -
<PAGE> 5
financial condition. Recent business combinations in the banking industry
typically have involved the payment of a premium over book and market values.
This practice could result in dilution of book value and net income per share
for the acquirer.
Included as an exhibit to this Current Report, and incorporated
herein by reference, is certain unaudited pro forma financial information of
Regions as of June 30, 1994, prepared in accordance with Regulation S-X,
giving effect to the above-discussed acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Unaudited Pro Forma Financial Information of Regions
Financial Corporation.
- 5 -
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ ROBERT P. HOUSTON
----------------------------
Title: Executive Vice President and Comptroller
----------------------------------------
Date: September 6, 1994
- 6 -
<PAGE> 7
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- ----------
99 Unaudited Pro Forma Financial Information
of Regions Financial Corporation ..............
- 7 -
<PAGE> 1
Unaudited Pro Forma Financial Information
The following unaudited pro forma combined condensed statement of condition as
of June 30, 1994, gives effect to (i) the acquisitions of BNR and First
Community by Regions, assuming such acquisitions are accounted for as
poolings of interests, and (ii) the acquisitions of First Fayette, Union, and
ABI and the RTC Transactions, assuming such transactions are treated as
purchases for accounting purposes, as if all such transactions had been
consummated on June 30,1994.
The following unaudited pro forma combined condensed statements of income for
the six months ended June 30, 1994, and year ended December 31, 1993, give
effect to (i) the acquisitions of BNR and First Community by Regions, assuming
such acquisitions are accounted for as poolings of interests, and (ii) the
acquisitions of First Fayette, Union and ABI, assuming such acquisitions are
treated as purchases for accounting purposes, as if all such transactions had
been consummated on January 1,1993.
The following unaudited pro forma combined condensed statements of income for
the years ended December 31, 1992 and 1991, give effect to the acquisitions of
BNR and First Community by Regions, assuming such acquisitions are accounted
for as poolings of interests and had been consummated on January 1, 1991.
The unaudited pro forma combined condensed financial statements are presented
for informational purposes only and are not necessarily indicative of the
combined financial position or results of operation which would actually have
occurred if the transactions had been consummated at the date and for the
periods indicated or which may be obtained in the future.
<PAGE> 2
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Condition
As of June 30, 1994
(in thousands)
<TABLE>
<CAPTION>
First First RTC
ASSETS Regions BNR Fayette Community Union ABI Transactions
------- --- ------- --------- ----- --- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 393,188 $ 3,748 $ 2,564 $ 4,527 $ 20,943 $ 29,940 $58,676
Interest-bearing deposits in other banks 630
Securities - held to maturity 1,882,843 27,895 42,201 31,744 93,881 24,220
Securities - available for sale 546,022 31,474 8,641 9,845 99,979 13,016
Trading account assets 8,487
Mortgage loans held for sale 331,550
Federal fund sold and securities
purchased under agreement to resell 12,909 1,175 7,725 5,100 33,775 5,000
Loans, net of unearned income 7,297,575 68,220 15,558 74,073 165,071 210,998 169
Less: allowance for loan losses (108,286) (886) (163) (1,122) (4,118) (3,182)
Premises and equipment, net 142,852 2,355 190 3,768 7,341 5,397
Other real estate 9,688 77 41 2,422 436
Excess purchase price 48,898 152 4,693
Due from customers on acceptances 46,348
Other assets 210,104 5,209 838 1,434 9,632 3,349 1
----------- -------- ------- -------- -------- -------- -------
TOTAL ASSETS $10,822,808 $139,267 $77,554 $129,410 $428,926 $289,326 $63,539
===========================================================================
<CAPTION>
Adjustments Regions and All
Increase Other Acquisitions
ASSETS (Decrease) Pro Forma Combined
----------- ------------------
<S> <C> <C>
Cash and due from banks $ $ 513,586
Interest-bearing deposits in other banks 630
Securities - held to maturity 2,102,784
Securities - available for sale 708,977
Trading account assets 8,487
Mortgage loans held for sale 331,550
Federal fund sold and securities
purchased under agreement to resell (62)f 65,622
Loans, net of unearned income 7,831,664
Less: allowance for loan losses (117,757)
Premises and equipment, net 161,903
Other real estate 12,664
Excess purchase price 2,390 c 114,024
(152)e
37,689 e
20,354 g
Due from customers on acceptances 46,348
Other assets 230,567
------- -----------
TOTAL ASSETS $60,219 $12,011,049
======================================
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
First First RTC
LIABILITIES AND STOCKHOLDERS' EQUITY Regions BNR Fayette Community Union ABI Transactions
------- --- ------- --------- ----- --- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest-bearing deposits $ 1,186,893 $ 9,655 $ 8,047 $ 12,353 $ 60,115 $ 78,432 $10,055
Interest-bearing deposits 7,600,656 111,950 53,593 106,780 263,968 182,645 53,484
Federal funds purchased and securities
sold under agreements to repurchase 510,040 56,636
Other borrowed money 455,970 705 500
Bank acceptances outstanding 46,348
Other liabilities 117,451 1,887 599 714 3,561 1,548
----------- -------- ------- -------- -------- -------- -------
Total Liabilities 9,917,358 123,492 62,944 120,347 384,280 262,625 63,539
Common stock 27,194 3,375 256 700 1,937 8,759
Surplus 379,105 3,813 5,110 8,007 14,060 4,593
Undivided profits 515,804 9,366 9,371 1,743 29,671 13,376
Less: Treasury and unearned restricted stock (17,541) (439)
Unrealized gain (loss) on securities available
for sale, net of tax 888 (340) (127) (1,387) (1,022) (27)
----------- -------- ------- -------- -------- --------
Total Stockholders' Equity 905,450 15,775 14,610 9,063 44,646 26,701
----------- -------- ------- -------- -------- -------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $10,822,808 $139,267 $77,554 $129,410 $428,926 $289,326 $63,539
=======================================================================
<CAPTION>
Adjustments Regions and All
Increase Other Acquisitions
LIABILITIES AND STOCKHOLDERS' EQUITY (Decrease) Pro Forma Combined
----------- ------------------
<S> <C> <C>
Non-interest-bearing deposits $ $1,365,550
Interest-bearing deposits 8,373,076
Federal funds purchased and securities
sold under agreements to repurchase 566,676
Other borrowed money 17,000 c 599,175
60,062 d
64,938 f
Bank acceptances outstanding 46,348
Other liabilities 125,760
------- ----------
Total Liabilities 142,000 11,076,585
Common stock (2,922)a 28,063
(284)b
(256)c
(8,759)e
(1,937)g
Surplus 2,483 a 394,033
284 b
(5,110)c
(4,593)e
341 e
(14,060)g
Undivided profits (9,371)c 526,913
(13,376)e
(29,671)g
Less: Treasury and unearned restricted stock 439 a (13,706)
(60,062)d
63,897 e
(65,000)f
65,000 g
Unrealized gain (loss) on securities available
for sale, net of tax 127 c (839)
27 e
1,022 g
-------- -----------
Total Stockholders' Equity (81,781) 934,464
-------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 60,219 $12,011,049
=============================
</TABLE>
See notes to the unaudited pro forma combined condensed statement of condition.
<PAGE> 4
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition
a) Upon consummation of the merger with BNR, each share of BNR common
stock was converted into 2.2239 shares of Regions Common Stock, resulting in
the issuance of 725,477 shares of Regions Common Stock. The BNR transaction
was accounted for as a pooling of interests, therefore the effect upon
stockholders' equity was to increase Regions stockholders' equity by the total
equity of BNR. A reclassification from common stock to surplus resulted from
the issuance of the shares.
b) Upon consummation of the merger with First Community, each share of
First Community will be converted into 0.95 of a share of Regions Common Stock.
The First Community transaction will be accounted for as a pooling of
interests, therefore the effect upon stockholders' equity will be to increase
Regions stockholders' equity by the total equity of First Community. The
unaudited pro forma financial statements have been prepared assuming that
Regions will issue approximately 664,914 shares of Regions Common Stock for all
the outstanding shares of First Community common stock. A reclassification from
common stock to surplus results from the issuance of the shares.
c) To reflect the purchase of all outstanding shares of First Fayette for
$17,000,000 in cash and notes.
d) To reflect the purchase of 1,668,387 shares of treasury stock at $36.00 per
share to effect the ABI transaction.
e) To reflect the elimination of ABI's capital accounts in accordance with
purchase accounting, and corresponding exchange of 1,784,387 shares of Regions
Common Stock for all the outstanding shares of ABI common stock, assuming a
market price of $36.00 per share for Regions Common Stock. The Regions Common
Stock exchanged is reflected as being issued from treasury stock.
f) To reflect the purchase of 1,805,556 shares of treasury stock at $36.00
per share to effect the Union transaction.
g) To reflect the elimination of Union's capital accounts in accordance with
purchase accounting, and corresponding exchange of 1,805,556 shares of Regions
Common Stock for all the outstanding shares of Union common stock, assuming a
market price of $36.00 per share for Regions Common Stock. The Regions Common
Stock exchanged is reflected as being issued from treasury stock.
<PAGE> 5
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Six months ended June 30, 1994
<TABLE>
<CAPTION>
Adjustments Regions and All
(in thousands, except per share amounts) First First Increase Other Acquisitions
Regions BNR Fayette Community Union ABI (Decrease) Pro Forma Combined
------- --- ------- --------- ----- --- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $356,621 $4,880 $2,429 $4,469 $12,321 $10,863 ($2)e $391,581
Interest expense 152,323 1,646 930 1,981 5,676 3,253 490 c 171,180
-------- ------ ------ ------ ------- ------- 4,881 d --------
--------
Net interest income 204,298 3,234 1,499 2,488 6,645 7,610 (5,373) 220,401
Provision for loan losses 9,179 150 20 108 (1,797) 455 8,115
Non-interest income 72,572 633 755 534 2,434 2,480 79,408
Non-interest expense 164,036 2,549 729 1,452 6,615 6,105 (30)a 183,191
-------- ------ ------ ------ ------- ------- 1,885 b --------
(150)f
------
Income before income taxes 103,655 1,168 1,505 1,462 4,261 3,530 (7,078) 108,503
Applicable income taxes 34,435 374 553 466 1,368 1,126 (2,041)g 36,281
-------- ------ ------ ------ ------- ------- ------ --------
Net Income $ 69,220 $ 794 $ 952 $ 996 $ 2,893 $ 2,404 ($5,037) $ 72,222
================================================================ ========
Earnings per common share $ 1.65 $ 1.67
======== ========
Average common shares outstanding 41,925 722 665 43,312
</TABLE>
See notes to unaudited pro forma combined condensed statements of income.
<PAGE> 6
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1993
<TABLE>
<CAPTION>
Adjustments Regions and All
(in thousands, except per share amounts) First First Increase Other Acquisitions
Regions BNR Fayette Community Union ABI (Decrease) Pro Forma Combined
------- --- ------- --------- ----- --- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $555,667 $10,131 $4,854 $8,058 $26,060 $22,082 ($4)e $626,848
Interest expense 213,614 3,349 1,811 3,805 12,347 6,474 699 c 251,862
-------- ------- ------ ------ ------- ------- 9,763 d --------
-- -----
Net interest income 342,053 6,782 3,043 4,253 13,713 15,608 (10,466) 374,986
Provision for loan losses 21,533 220 40 168 0 1,281 23,242
Non-interest income 132,027 1,007 345 985 4,176 4,135 142,675
Non-interest expense 287,026 4,707 1,351 2,692 13,279 11,929 (60)a 324,458
-------- ------- ------ ------ ------- ------- 3,834 b --------
(300)f
-------
Income before income taxes 165,521 2,862 1,997 2,378 4,610 6,533 (13,940) 169,961
Applicable income taxes 53,476 824 695 670 142 2,144 (4,002)g 53,949
-------- ------- ------ ------ ------- ------- ------- --------
Income before cumulative effect of
change in accounting principle $112,045 $ 2,038 $1,302 $1,708 $4,468 $ 4,389 ($9,938) $116,012
============================================================== ========
Earnings per common share $ 3.01 $ 3.01
======== ========
Average common shares outstanding 37,205 722 665 38,592
</TABLE>
See notes to unaudited pro forma combined condensed statements of income.
<PAGE> 7
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1992
<TABLE>
<CAPTION>
Regions and All
(in thousands, except per share amounts) First Other Poolings-of-Interests
Acquisitions
Regions BNR Community Pro Forma Combined
------- --- --------- --------------------------
<S> <C> <C> <C> <C>
Interest income $536,747 $10,479 $7,246 $554,472
Interest expense 224,068 3,987 3,743 231,798
-------- ------- ------ --------
Net interest income 312,679 6,492 3,503 322,674
Provision for loan losses 27,072 140 431 27,643
Non-interest income 119,077 1,033 925 121,035
Non-interest expense 264,659 4,967 2,348 271,974
-------- ------- ------ --------
Income before income taxes 140,025 2,418 1,649 144,092
Applicable income taxes 44,977 563 550 46,090
-------- ------- ------ --------
Income before cumulative effect of change
in accounting principle $ 95,048 $ 1,855 $1,099 $ 98,002
========================== ========
Earnings per common share $ 2.60 $ 2.58
======== ========
Average common shares outstanding 36,532 722 665 37,919
</TABLE>
<PAGE> 8
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Year ended December 31, 1991
<TABLE>
<CAPTION>
Regions and All
(in thousands, except per share amounts) Other Poolings-of-Interests
First Acquisitions
Regions BNR Community Pro Forma Combined
------- --- --------- --------------------------
<S> <C> <C> <C> <C>
Interest income $556,821 $11,245 $6,189 $574,255
Interest expense 292,017 5,995 3,595 301,607
-------- ------- ------ --------
Net interest income 264,804 5,250 2,594 272,648
Provision for loan losses 24,005 75 278 24,358
Non-interest income 101,457 619 614 102,690
Non-interest expense 230,340 4,824 1,834 236,998
-------- ------- ------ --------
Income before income taxes 111,916 970 1,096 113,982
Applicable income taxes 33,660 84 394 34,138
-------- ------- ------ --------
Income before cumulative effect of
change in accounting principle $ 78,256 $ 886 $ 702 $ 79,844
========================== ========
Earnings per common share $ 2.16 $ 2.12
======== ========
Average common shares outstanding 36,191 722 665 37,578
</TABLE>
<PAGE> 9
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statements of Income
a) To reflect elimination of amortization expense related to excess purchase
price on ABI's books at acquisition.
b) To reflect amortization over 15 to 18 years of new excess purchase price
resulting from acquisitions.
c) To reflect interest expense on notes issued in the purchase of First
Fayette.
d) To reflect interest expense on debt issued used to fund the purchase of
treasury stock to be issued in the ABI and Union transactions.
e) To reflect elimination of interest income forgone on assets used to fund
the purchase of treasury stock to be issued in the Union transaction.
f) To reflect depreciation savings achieved through the consolidation of
facility duplication.
g) To reflect the income tax provision related to adjustments to income
arising out of the acquisition transactions.
