<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1995
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 6711 63-0589368
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
417 NORTH 20TH STREET
BIRMINGHAM, AL 35203
(205) 326-7100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
SAMUEL E. UPCHURCH, JR.
GENERAL COUNSEL AND
CORPORATE SECRETARY
REGIONS FINANCIAL CORPORATION
417 NORTH 20TH STREET
BIRMINGHAM, AL 35203
(205) 326-7860
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------
COPY TO:
CHARLES C. PINCKNEY
LANGE, SIMPSON, ROBINSON
& SOMERVILLE
1700 FIRST ALABAMA BANK BUILDING
417 NORTH 20TH STREET
BIRMINGHAM, AL 35203
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: From time to time after this Registration Statement becomes effective as
the Registrant may determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check this box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /X/
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities....................... $200,000,000 100% $200,000,000 $68,965.52
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purposes of computing the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), SHALL
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE , 1995)
$
(REGIONS LOGO)
REGIONS FINANCIAL CORPORATION
% SUBORDINATED NOTES DUE
Interest on the % Subordinated Notes Due (the "Notes") is
payable on and of each year commencing ,
1995. The Notes are not redeemable prior to maturity, and no sinking fund is
provided for the Notes. The Notes will mature on , . The Notes
will be represented by one or more Global Notes (as defined herein) registered
in the name of the nominee of The Depository Trust Company ("DTC"). Except as
provided herein and in the accompanying Prospectus, Notes in definitive form
will not be issued. See "Description of the Notes -- Book-Entry Procedures."
The Notes are subordinate to all "Senior Indebtedness" of Regions Financial
Corporation ("Regions") as described in the accompanying Prospectus under
"Description of Subordinated Debt Securities -- Subordination," generally
including (with certain exceptions) all other indebtedness and other obligations
of Regions to its creditors. Payment of the principal of the Notes may be
accelerated only in the case of certain events involving bankruptcy, insolvency
proceedings or reorganization of Regions. There is no right of acceleration in
the case of a default in the payment of principal of or interest on the Notes or
in the performance of any other covenant of Regions in the Indenture described
herein. See "Description of Subordinated Debt Securities -- Defaults and Limited
Rights of Acceleration" in the accompanying Prospectus.
------------------------------
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION BUT ARE UNSECURED AND
SUBORDINATED DEBT OBLIGATIONS OF REGIONS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................. 100% % %
- ----------------------------------------------------------------------------------------------
Total.................................... $ $ $
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from , 1995, to date of
delivery.
(2) Regions has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by Regions, estimated at $ .
------------------------------
The Notes are offered by the several Underwriters subject to prior sale
when, as and if delivered to and accepted by the Underwriters and subject to
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that the Global Notes will be delivered in book-entry form only, on or about
, 1995, through the facilities of DTC.
------------------------------
, 1995.
<PAGE> 3
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
Regions is a regional bank holding company headquartered in Birmingham,
Alabama which operated 277 banking offices in Alabama, Florida, Georgia,
Louisiana and Tennessee as of March 31, 1995. At such date, Regions had total
consolidated assets of approximately $12.8 billion, total consolidated deposits
of approximately $10.3 billion and total consolidated stockholders' equity of
approximately $1.0 billion. Regions operates six state-chartered commercial bank
subsidiaries and one federal stock savings bank in Alabama, Florida, Georgia,
Louisiana and Tennessee and various banking-related subsidiaries engaged in
mortgage banking, credit life insurance and investment brokerage activities with
offices in various Southeastern states. Through its subsidiaries, Regions offers
a broad range of banking and banking-related services.
In Alabama, Regions operates through First Alabama Bank, which at March 31,
1995, had total consolidated assets of approximately $9.7 billion, total
consolidated deposits of approximately $7.5 billion and total consolidated
stockholders' equity of approximately $802 million. First Alabama Bank operates
178 banking offices throughout Alabama.
In Florida, Regions operates through Regions Bank of Florida, which at
March 31, 1995, had total consolidated assets of approximately $530 million,
total consolidated deposits of approximately $472 million and total consolidated
stockholders' equity of approximately $54 million. Regions Bank of Florida
operates 27 banking offices in the panhandle region of Florida.
In Georgia, Regions operates through (i) Regions Bank of Georgia, (ii)
First Rome Bank, and (iii) Fidelity Federal Savings Bank, which at March 31,
1995, had total combined assets of approximately $579 million, total combined
deposits of approximately $524 million and total combined stockholders' equity
of approximately $41 million. Regions Bank of Georgia operates three banking
offices in Columbus, Georgia, First Rome Bank operates two banking offices in
Rome, Georgia and Fidelity Federal Savings Bank operates four banking offices in
Dalton, Georgia.
In Louisiana, Regions operates through Regions Bank of Louisiana, which at
March 31, 1995, had total consolidated assets of approximately $2.1 billion,
total consolidated deposits of approximately $1.5 billion and total consolidated
stockholders' equity of approximately $210 million. Regions Bank of Louisiana
operates 43 banking offices in Louisiana.
In Tennessee, Regions operates through Regions Bank of Tennessee, which at
March 31, 1995, had total consolidated assets of approximately $472 million,
total consolidated deposits of approximately $411 million and total consolidated
stockholders' equity of approximately $41 million. Regions Bank of Tennessee
operates 24 banking offices in middle Tennessee.
Regions was organized under the laws of the State of Delaware and commenced
operations in 1971 under the name First Alabama Bancshares, Inc. On May 2, 1994,
the name of First Alabama Bancshares, Inc. was changed to Regions Financial
Corporation.
RECENT DEVELOPMENTS
During the first quarter of 1995, Regions acquired First Commercial
Bancshares, Inc., located in Chalmette, Louisiana, contributing approximately
$146 million in assets, $97 million in loans and $130 million in deposits to
Regions' consolidated balance sheet. For additional information with respect to
this transaction, see Regions' Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, incorporated herein by reference. See "Documents
Incorporated by Reference" in the accompanying Prospectus.
S-2
<PAGE> 4
Since March 31, 1995, Regions has acquired Fidelity Federal Savings Bank,
located in Dalton, Georgia, contributing approximately $353 million in assets,
$291 million in loans and $300 million in deposits to Regions' consolidated
balance sheet.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be approximately
$ , after deducting the underwriting discount and estimated offering
expenses. Such net proceeds will be used for general corporate purposes.
S-3
<PAGE> 5
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data as of and for the five
years ended December 31, 1994, are derived from the consolidated financial
statements of Regions which have been audited by Ernst & Young LLP, independent
auditors. The financial data as of and for the three months ended March 31, 1995
and 1994, are derived from unaudited consolidated financial statements. The
unaudited consolidated financial statements include all adjustments, consisting
of normal recurring accruals, that Regions considers necessary for a fair
presentation of its financial position and the results of its operations as of
such dates and for such periods. Results for the three months ended March 31,
1995 and 1994, are not necessarily indicative of the results which might be
expected for any other interim period or for the year as a whole. The data
should be read in conjunction with the consolidated financial statements,
related notes and other financial information incorporated by reference herein.
See "Documents Incorporated by Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
------------------------- ----------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
----------- ----------- ----------- ----------- ---------- ---------- ----------
(UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total interest income.......... $ 234,595 $ 178,794 $ 785,779 $ 555,667 $ 536,747 $ 556,821 $ 519,753
Total interest expense......... 117,572 76,469 350,139 213,614 224,068 292,017 297,613
Net interest income............ 117,023 102,325 435,640 342,053 312,679 264,804 222,140
Provision for loan losses...... 5,083 4,674 19,003 21,533 27,072 24,005 24,208
Net interest income after loan
loss provision............... 111,940 97,651 416,637 320,520 285,607 240,799 197,932
Total noninterest income
excluding security gains
(losses)..................... 36,454 37,304 142,781 131,949 119,130 101,964 94,730
Security gains (losses)........ 0 280 627 78 (53) (507) (982)
Total noninterest expense...... 87,371 83,526 343,067 287,026 264,659 230,340 195,611
Income tax expense............. 20,813 17,036 71,094 53,476 44,977 33,660 27,175
Net income..................... $ 40,210 $ 34,673 $ 145,884 $ 112,045 $ 95,048 $ 78,256 $ 68,894
PER SHARE:
Net income..................... $ 0.90 $ 0.80 $ 3.40 $ 3.01 $ 2.60 $ 2.16 $ 1.91
Cash dividends................. 0.33 0.30 1.20 1.04 0.91 0.87 0.84
Book value..................... 23.25 21.15 22.53 20.73 17.62 15.76 14.54
OTHER INFORMATION:
Average number of shares
outstanding.................. 44,797 43,279 42,906 37,205 36,532 36,191 36,097
BALANCE SHEET DATA (PERIOD END):
Total assets................... $12,826,795 $10,890,111 $12,839,320 $10,476,348 $7,881,026 $6,745,053 $6,344,406
Securities..................... 2,507,410 2,623,072 2,609,188 2,368,445 1,670,170 1,575,725 1,489,200
Loans, net of unearned
income....................... 9,226,610 7,114,420 9,017,802 6,833,246 5,142,531 4,274,958 4,092,262
Total deposits................. 10,331,315 9,180,803 10,093,135 8,770,694 6,701,142 5,917,028 5,353,211
Long-term debt................. 488,292 450,174 519,238 462,862 136,990 18,782 19,707
Stockholders' equity........... 1,043,307 915,403 1,013,870 850,965 656,655 572,971 524,132
PERFORMANCE RATIOS:
Return on average assets(1).... 1.29% 1.30% 1.29% 1.40% 1.34% 1.23% 1.23%
Return on average stockholders'
equity(1).................... 15.92 15.60 15.97 16.14 15.64 14.27 13.64
Net interest margin(1)......... 4.15 4.28 4.26 4.82 4.98 4.78 4.67
Efficiency(2).................. 55.96 58.68 58.24 59.24 59.87 60.77 59.22
Dividend payout................ 36.67 37.50 35.29 34.55 35.00 40.28 43.98
EARNINGS TO FIXED CHARGES(3):
Excluding interest on
deposits..................... 3.98x 6.73x 4.86x 10.90x 15.15x 10.04x 6.88x
Including interest on
deposits..................... 1.52 1.67 1.62 1.77 1.62 1.38 1.32
</TABLE>
S-4
<PAGE> 6
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ------ ------ ------ ------ ------
(UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET QUALITY RATIOS:
Net charge-offs to average loans,
net of unearned income(1)......... 0.01% 0.11% 0.17% 0.19% 0.28% 0.35% 0.44%
Problem assets to net loans and
other real estate(4).............. 0.51 0.81 0.52 0.84 0.70 0.89 0.98
Nonperforming assets to net loans
and other real estate(5).......... 0.57 0.88 0.58 1.03 0.81 1.01 1.12
Allowance for loan losses to loans,
net of unearned income............ 1.33 1.51 1.30 1.47 1.43 1.28 1.10
Allowance for loan losses to
nonperforming assets(5)........... 231.09 171.64 221.81 143.05 175.92 126.32 98.18
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity to
average assets.................... 8.09% 8.35% 8.09% 8.70% 8.59% 8.63% 9.03%
Average loans to average deposits... 88.91 77.62 82.30 78.14 72.46 73.40 76.67
Tier 1 risk-based capital(6)........ 10.66 11.74 10.69 11.13 11.68 11.85 11.31
Total risk-based capital(6)......... 14.23 14.12 14.29 13.48 14.44 13.19 12.51
Tier 1 leverage(6).................. 7.43 7.99 8.21 10.11 8.44 8.40 7.65
</TABLE>
- ---------------
(1) Interim period ratios are annualized.
(2) Noninterest expense divided by the sum of net interest income
(tax-equivalent basis) and noninterest income net of gains (losses) from
security transactions.
(3) Earnings represent net income plus applicable income taxes and fixed
charges. Fixed charges represent interest expense (exclusive of interest on
deposits in one case and inclusive of such interest in the other), and
one-third (the amount deemed to represent an appropriate interest factor)
of net rent expense under all lease commitments.
(4) Problem assets include loans on a nonaccrual basis, restructured loans and
foreclosed properties.
(5) Nonperforming assets include loans on a nonaccrual basis, restructured
loans, loans 90 days or more past due and foreclosed properties.
(6) The required minimum Tier 1 and total risk-based capital ratios are 4.0% and
8.0%, respectively. The minimum leverage ratio of Tier 1 capital to total
adjusted assets is 3.0% to 5.0%, depending on the risk profile of the
institution and other factors.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements and modifies the description of the general terms and
provisions of the Notes (which are referred to in the accompanying Prospectus as
the "Subordinated Debt Securities") set forth in the accompanying Prospectus
under "Description of Subordinated Debt Securities," to which description
reference is hereby made. Capitalized terms not defined herein have the
respective meanings assigned to such terms in the Prospectus.
GENERAL
The Notes are to be issued under the Indenture (the "Indenture"), dated as
of December 1, 1992, between Regions and Bankers Trust Company, as trustee (the
"Trustee"). The Notes will bear interest at % per annum and be limited to
$ in aggregate principal amount. Interest on the Notes will accrue
from , 1995, or from the most recent Interest Payment Date to
which interest has been paid or provided for, payable semi-annually on
and of each year commencing , 1995, to the
person in whose name the Note is registered at the close of business on the next
preceding or (whether or not a Business Day), as the
case may be. Principal of and interest on the Notes will be payable, and the
transfer of Notes will be registrable, through DTC as described below under
"-- Book-Entry Procedures." The Notes will be sold in denominations of $1,000
and integral multiples thereof. The Notes will not be redeemable by Regions, in
whole or in part, prior to their final stated maturity and do not provide for
any sinking fund. The Notes will mature on .
S-5
<PAGE> 7
The Notes are subordinate to all Senior Indebtedness of Regions as
described in the accompanying Prospectus under "Description of Subordinated Debt
Securities -- Subordination," generally including (with certain exceptions) all
other indebtedness and other obligations of Regions to its creditors. The
Indenture does not limit or prohibit the incurrence of additional Senior
Indebtedness. As of March 31, 1995, and excluding $200 million in existing
subordinated indebtedness, there was an aggregate of approximately $1.1 billion
in borrowed funds of Regions outstanding, approximately $288 million of which
represented long-term debt and $763 million of which represented short-term
borrowings, including $745 million of federal funds purchased and securities
sold subject to agreements to repurchase, all of which is included in the
definition of "Senior Indebtedness." Senior Indebtedness also includes other
liabilities, such as accounts payable. Because of the inclusion of short-term
components, the amount of Senior Indebtedness outstanding is subject to
significant fluctuation over even short periods of time. Also as of the date of
this Prospectus Supplement, Regions had outstanding (i) $75 million of unsecured
subordinated indebtedness designated 7.80% Subordinated Notes Due 2002 (the
"7.80% Subordinated Notes"), (ii) $25 million of unsecured subordinated
indebtedness designated 7.65% Subordinated Notes Due 2001 (the "7.65%
Subordinated Notes"), and (iii) $100 million of unsecured subordinated
indebtedness designated 7 3/4% Subordinated Notes Due 2024 (the "7 3/4%
Subordinated Notes"), all of which issuances qualify as Subordinated Debt
Securities as described in the accompanying Prospectus under "Description of
Subordinated Debt Securities -- Subordination." The 7.80% Subordinated Notes,
the 7.65% Subordinated Notes and the 7 3/4% Notes were issued under the
Indenture.
Payment of the principal of the Notes may be accelerated only in the case
of certain events involving bankruptcy, insolvency proceedings or reorganization
of Regions. There is no right of acceleration in the case of a default in the
payment of principal of or interest on the Notes or in the performance of any
other covenant of Regions in the Indenture. See "Description of Subordinated
Debt Securities -- Defaults and Limited Rights of Acceleration" in the
accompanying Prospectus.
BOOK-ENTRY PROCEDURES
Upon issuance, all Notes will be represented by one or more global notes
(the "Global Notes"). Each such Global Note will be deposited with, or with the
Trustee as custodian for DTC on behalf of, DTC, as depositary, and registered in
the name of DTC or a nominee thereof. Unless and until it is exchanged in whole
or in part for Notes in definitive form, no Global Note may be transferred,
except as a whole, by DTC to a successor depositary or between DTC or such
successor depositary and any nominee of either.
DTC has advised Regions as follows: DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC
holds securities that its participants (the "Participants") deposit with DTC.
DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to DTC's book-entry
system is also available to others, such as banks, securities brokers and
dealers and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (the
"Indirect Participants"). The rules applicable to DTC and its Participants are
on file with the Securities and Exchange Commission.
Purchases of Notes under DTC's book-entry system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of securities, including the
Notes (the "Beneficial Owner"), is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial
S-6
<PAGE> 8
Owner entered into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Notes, except in the event that use of
the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all securities deposited by
Participants with DTC, including the Notes, are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to securities,
including the Notes. Under its usual procedures, DTC mails an omnibus proxy to
the issuer as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the securities are credited on the record date (identified in a listing
attached to the omnibus proxy).
Principal and interest payments on the Notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the paying agent or Regions,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of
Regions or the paying agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that Regions believes to be reliable, but Regions
takes no responsibility for the accuracy thereof.
If (i) DTC is at any time unwilling or unable to continue as depositary, or
DTC ceases to be a clearing agency registered or in good standing under the
Exchange Act, and Regions does not appoint a successor depositary within 90 days
of notice of such condition or (ii) Regions determines that the Notes shall no
longer be represented by a Global Note, the Global Notes will be transferable or
exchangeable, in whole but not in part, for Notes in definitive registered form
of like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples thereof. Such definitive Notes shall be registered
in such name or names and in such authorized denominations as DTC shall instruct
the Trustee. It is expected that such instructions may be based upon directions
received by DTC from Participants with respect to ownership of beneficial
interests in such Global Notes.
The Indenture provides that Regions may designate a successor depositary
under certain circumstances. In that event Regions anticipates that such
successor depositary would implement record-keeping and clearing procedures
comparable to those described above.
S-7
<PAGE> 9
CAPITALIZATION
The following table sets forth the consolidated capitalization of Regions
at March 31, 1995, and as adjusted as of such date to give effect to the sale of
the Notes offered hereby.
<TABLE>
<CAPTION>
AT MARCH 31, 1995
--------------------------
AS ADJUSTED
FOR
OFFERING
AND OTHER
ACTUAL ISSUANCES
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt:
8 3/4% debentures due 1998........................................ $ 5,200 $ 5,200
Mortgage notes payable............................................ 4,400 4,400
Federal Home Loan Bank notes...................................... 254,476 254,476
Other notes payable............................................... 24,216 24,216
7.06% senior bank notes payable(1)................................ 0 40,000
7.80% subordinated notes due 2002................................. 75,000 75,000
7.65% subordinated notes due 2001................................. 25,000 25,000
7 3/4% subordinated notes due 2024................................ 100,000 100,000
% subordinated notes due ............................ 0
---------- -----------
Total long-term debt......................................... 488,292
Stockholders' equity:
Common stock, $.625 par value; authorized
120,000,000 shares;
issued (including treasury stock) 46,354,047 shares............ 28,971 28,971
Surplus........................................................... 426,723 426,723
Undivided profits................................................. 603,232 603,232
Less treasury stock at cost -- 1,474,579 shares................ (12,441) (12,441)
Less unearned restricted stock................................. (799) (799)
Unrealized gain (loss) on securities available for sale........... (2,379) (2,379)
---------- -----------
Total stockholders' equity................................... 1,043,307 1,043,307
---------- -----------
Total long-term debt and stockholders' equity................ 1,531,599
========= =========
</TABLE>
- ---------------
(1) Represents Senior Bank Notes issued by Regions Bank of Louisiana on April
11, 1995, that mature in 1997.
S-8
<PAGE> 10
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated 1995, (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters") have severally but not jointly
agreed to purchase from Regions the following respective principal amounts of
the Notes:
<TABLE>
<CAPTION>
UNDERWRITERS PRINCIPAL AMOUNT
--------------------------------------------------------------------- ----------------
<S> <C>
----------------
Total...................................................... $
=============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Notes if any are
purchased. The Underwriting Agreement provides that, in the event of a default
by an Underwriter, in certain circumstances the purchase commitments of
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.
Regions has been advised by the Underwriters that they propose to offer the
Notes to the public initially at the public offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession of % of the principal amount per Note; that the
Underwriters and such dealers may allow a discount of % of such principal
amount per Note on sales to certain other dealers; and that after the initial
public offering, the public offering price and concession and discount to
dealers may be changed by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Underwriters have advised Regions that one or more of them intend to act as
market makers for the Notes. However, the Underwriters are not obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the Notes.
Regions has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or contribute to payments which the Underwriters may be required to make in
respect thereof.
The Underwriters and their affiliates may be customers of, engage in
transactions with and perform services for Regions and its subsidiaries in the
ordinary course of business.
LEGAL MATTERS
Certain legal matters will be passed upon for the Underwriters by
. From time to time, provides, and may
in the future continue to provide, legal services to Regions and its
subsidiaries.
S-9
<PAGE> 11
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 1, 1995
PROSPECTUS
REGIONS FINANCIAL CORPORATION
SUBORDINATED DEBT SECURITIES
Regions Financial Corporation ("Regions") intends to offer from time to
time in one or more series up to $200,000,000 in aggregate initial offering
price of its unsecured subordinated notes, debentures, bonds or other evidences
of indebtedness (the "Subordinated Debt Securities"). The Subordinated Debt
Securities may be offered, separately or together, in separate series, in
amounts, at prices and on terms to be determined at the time of sale and set
forth in one or more supplements to this Prospectus (each a "Prospectus
Supplement"), which will be delivered to the offerees.
The Subordinated Debt Securities will be subordinated in right of payment
to all Senior Indebtedness of Regions (as described herein). The Prospectus
Supplement will set forth the terms of such Subordinated Debt Securities,
including the specific designation, aggregate principal amount, authorized
denominations, any premium, interest rate (which may be fixed or variable), if
any, interest payment dates, if any, maturity, any optional or mandatory
redemption terms, any sinking fund provisions, any conversion terms, the initial
public offering price and any other terms of the offering.
The Subordinated Debt Securities may be sold (i) to or through underwriters
or dealers, on a negotiated or competitive bid basis, such underwriters or
dealers to be designated at the time of sale, (ii) through agents designated
from time to time, or (iii) directly by Regions. The names of any underwriters
or agents of Regions involved in the sale of the Subordinated Debt Securities,
and any applicable commissions or discounts, will be set forth in the
corresponding Prospectus Supplement. The net proceeds to Regions from such sale
also will be set forth in the corresponding Prospectus Supplement.
This Prospectus may not be used to consummate sales of Subordinated Debt
Securities unless accompanied by a Prospectus Supplement or a term sheet setting
forth the terms of the Subordinated Debt Securities.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION BUT ARE SUBORDINATED DEBT
OBLIGATIONS OF REGIONS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June , 1995.
<PAGE> 12
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE CORRESPONDING PROSPECTUS SUPPLEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY REGIONS OR THE UNDERWRITERS. NEITHER THIS PROSPECTUS
NOR THE CORRESPONDING PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SUBORDINATED DEBT SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS AND THE CORRESPONDING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF REGIONS SINCE SUCH
DATE.
AVAILABLE INFORMATION
Regions is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Copies of such reports, proxy statements and other
information can be obtained, at prescribed rates, from the SEC by addressing
written requests for such copies to the Public Reference Section at the SEC at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition,
such reports, proxy statements and other information can be inspected at the
public reference facilities referred to above and at the regional offices of the
SEC at 7 World Trade Center, 13th Floor, New York, New York 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.
This Prospectus constitutes part of the Registration Statement on Form S-3
of Regions (including any exhibits and amendments thereto, the "Registration
Statement") filed with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Subordinated Debt Securities offered hereby.
This Prospectus does not include all of the information in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. For further information about Regions and the
Subordinated Debt Securities offered hereby, reference is made to the
Registration Statement. The Registration Statement may be inspected and copied,
at prescribed rates, at the SEC's public reference facilities at the addresses
set forth above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the SEC by Regions pursuant
to the Exchange Act are hereby incorporated by reference herein:
1. Regions' Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
2. Regions' Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
Regions' Annual Report on Form 10-K for the year ended December 31, 1994
incorporates by reference specific portions of Regions' Annual Report to
Stockholders for that year (the "Annual Report to Stockholders"), but does not
incorporate other portions of the Annual Report to Stockholders. Only those
portions of the Annual Report to Stockholders captioned "Financial Summary &
Review 1994," "Financial Statements and Notes" and "Historical Financial
Summary" are incorporated herein. Other portions of the Annual Report to
Stockholders are NOT incorporated herein and are not a part of the Registration
Statement.
All documents filed by Regions pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Subordinated Debt Securities offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part hereof, except as so modified or superseded.
Copies of documents incorporated herein by reference, excluding exhibits
not specifically incorporated into the information incorporated herein, are
available without charge upon written or telephone request to Stockholder
Assistance, Ronald C. Jackson, Regions Financial Corporation, P.O. Box 1448,
Montgomery, Alabama 36102. Telephone requests may be directed to (334) 832-8450.
2
<PAGE> 13
THE COMPANY
Regions is a regional bank holding company headquartered in Birmingham,
Alabama, which operated 277 banking offices in Alabama, Florida, Georgia,
Louisiana and Tennessee as of March 31, 1995. At such date, Regions had total
consolidated assets of approximately $12.8 billion, total consolidated deposits
of approximately $10.3 billion and total consolidated stockholders' equity of
approximately $1.0 billion. Regions operates banking subsidiaries in Alabama,
Florida, Georgia, Louisiana and Tennessee (collectively referred to as the
"Subsidiary Institutions") and banking-related subsidiaries engaged in mortgage
banking, credit life insurance and investment brokerage activities with offices
in various Southeastern states. Through its subsidiaries, Regions offers a broad
range of banking and banking-related services.
As part of its ongoing business strategy, Regions continually evaluates
business combination opportunities and frequently conducts due diligence
activities in connection with possible business combinations. As a result,
business combination discussions and, in some cases, negotiations frequently
take place, and future business combinations involving cash, debt or equity
securities can be expected. Any future business combination or series of
business combinations that Regions might undertake may be material, in terms of
assets acquired or liabilities assumed, to Regions' financial condition.
Regions was organized under the laws of the State of Delaware and commenced
operations in 1971 under the name First Alabama Bancshares, Inc. On May 2, 1994,
the name of First Alabama Bancshares, Inc. was changed to Regions Financial
Corporation. Regions is a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). Regions' principal executive
offices are located at 417 North 20th Street, Birmingham, Alabama 35203, and its
telephone number at such address is (205) 326-7100.
USE OF PROCEEDS
The net proceeds from the sale of the Subordinated Debt Securities will be
used for general corporate purposes, including Regions' working capital needs,
acquisitions of other financial institutions or their assets, acquisitions of
other businesses of a type eligible for bank holding companies and reduction or
repayment of outstanding indebtedness. Pending such uses, Regions may
temporarily invest such proceeds. If Regions elects at the time of issuance of
the Subordinated Debt Securities to make definite or more specific use of
proceeds other than as set forth herein, such use of proceeds will be described
in the corresponding Prospectus Supplement.
SUPERVISION AND REGULATION
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to banks and bank holding companies and provides
certain specific information related to Regions.
GENERAL
Regions is a bank holding company, registered with the Board of Governors
of the Federal Reserve System (the "Federal Reserve") under the BHC Act. As
such, Regions and its subsidiaries are subject to the supervision, examination
and reporting requirements of the BHC Act and the regulations of the Federal
Reserve.
Each of the Subsidiary Institutions is a member of the Federal Deposit
Insurance Corporation (the "FDIC"), and as such, its deposits are insured by the
FDIC to the extent provided by law. Each Subsidiary Institution is also subject
to numerous state and federal statutes and regulations that affect its business,
activities and operations, and each is supervised and examined by one or more
state or federal bank regulatory agencies. Such regulatory agencies regularly
examine the operations of the Subsidiary Institutions and are given authority to
approve or disapprove mergers, consolidations, the establishment of branches and
similar corporate actions. Such regulatory agencies also have the power to
prevent the continuance or development of unsafe or unsound banking practices or
other violations of law.
3
<PAGE> 14
PAYMENT OF DIVIDENDS
Regions is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow of Regions, including cash flow
to pay dividends to its stockholders and to service the indebtedness represented
by the Subordinated Debt Securities as well as other Regions' debt, is dividends
from the Subsidiary Institutions. There are statutory and regulatory limitations
on the payment of dividends by the Subsidiary Institutions to Regions as well as
by Regions to its stockholders.
If, in the opinion of a federal regulatory agency, an institution under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the institution, could
include the payment of dividends), such agency may require, after notice and
hearing, that such institution cease and desist from such practice. The federal
bank regulatory agencies have indicated that paying dividends that deplete an
institution's capital base to an inadequate level would be an unsafe and unsound
banking practice. Under the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"), an insured institution may not pay any dividend if
payment would cause it to become undercapitalized or if it already is
undercapitalized. See "-- Prompt Corrective Action." Moreover, the federal bank
regulatory agencies have issued policy statements which provide that bank
holding companies and insured banks should generally pay dividends only out of
current operating earnings.
At March 31, 1995, under dividend restrictions imposed under federal and
state laws, the Subsidiary Institutions, without obtaining governmental
approvals, could declare aggregate dividends to Regions of approximately $220
million.
TRANSACTIONS WITH AFFILIATES
There are various restrictions on the extent to which Regions and it
nonbank subsidiaries can borrow or otherwise obtain credit from the Subsidiary
Institutions. Each Subsidiary Institution (and its subsidiaries) is limited in
engaging in borrowing and other "covered transactions" with nonbank or
non-savings-bank affiliates to the following amounts: (i) in the case of any
such affiliate, the aggregate amount of covered transactions of the Subsidiary
Institution and its subsidiaries may not exceed 10% of the capital stock and
surplus of such Subsidiary Institution; and (ii) in the case of all affiliates,
the aggregate amount of covered transactions of the Subsidiary Institution and
its subsidiaries may not exceed 20% of the capital stock and surplus of such
Subsidiary Institution. "Covered transactions" are defined by statute to include
a loan or extension of credit as well as a purchase of securities issued by an
affiliate, a purchase of assets (unless otherwise exempted by the Federal
Reserve), the acceptance of securities issued by the affiliate as collateral for
a loan and the issuance of a guarantee, acceptance or letter of credit on behalf
of an affiliate. Covered transactions are also subject to certain
collateralization requirements. Further, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or furnishing
of services.
CAPITAL ADEQUACY
Regions and the Subsidiary Institutions are required to comply with the
capital adequacy standards established by the Federal Reserve in the case of
Regions, and the federal bank regulatory agencies in the case of the Subsidiary
Institutions. There are two basic measures of capital adequacy for bank holding
companies that have been promulgated by the Federal Reserve: a risk-based
measure and a leverage measure. All applicable capital standards must be
satisfied for a bank holding company to be in compliance.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and bank
holding companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Assets and off-balance sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance sheet items.
The minimum guideline for the ratio of total capital ("Total Capital") to
risk-weighted assets (including certain off-balance sheet items, such as standby
letters of credit) is 8.0%. At least half of the Total Capital
4
<PAGE> 15
must be composed of common equity, undivided profits, minority interests in the
equity accounts of consolidated subsidiaries, noncumulative perpetual preferred
stock and a limited amount of cumulative perpetual preferred stock, less
goodwill and certain other intangible assets ("Tier 1 Capital"). The remainder
may consist of subordinated debt, other preferred stock and a limited amount of
loan loss reserves. The minimum guideline for Tier 1 Capital is 4.0%. At March
31, 1995, Regions' consolidated Tier 1 Capital and Total Capital ratios were
10.66% and 14.23%, respectively.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets (the "Leverage Ratio"), of 3.0% for bank holding companies
that meet certain specified criteria, including having the highest regulatory
rating. All other bank holding companies generally are required to maintain a
Leverage Ratio of at least 3.0% plus an additional cushion of 100 to 200 basis
points. Regions' Leverage Ratio at March 31, 1995, was 7.43%. The guidelines
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without significant reliance on intangible
assets. Furthermore, the Federal Reserve has indicated that it will consider a
"tangible Tier 1 Capital leverage ratio" (deducting all intangibles) and other
indicia of capital strength in evaluating proposals for expansion or new
activities.
Each of the Subsidiary Institutions is subject to risk-based and leverage
capital requirements adopted by its principal federal bank regulatory agency.
Each of the Subsidiary Institutions was in compliance with applicable minimum
capital requirements as of March 31, 1995. Neither Regions nor any of the
Subsidiary Institutions has been advised by any federal bank regulatory agency
of any specific minimum capital ratio requirement applicable to it. Failure to
meet capital guidelines could subject a bank to a variety of enforcement
remedies, including the termination of deposit insurance by the FDIC, and to
certain restrictions on its business. See "-- Prompt Corrective Action."
SUPPORT OF SUBSIDIARY INSTITUTIONS
Under Federal Reserve policy, Regions is expected to act as a source of
financial strength to, and to commit resources to support, each of the
Subsidiary Institutions. This support may be required at times when, absent such
Federal Reserve policy, Regions may not be inclined to provide it. In addition,
any capital loans by a bank holding company to any of the Subsidiary
Institutions are subordinate in right of payment to deposits and to certain
other indebtedness of such Subsidiary Institution. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a Subsidiary
Institution will be assumed by the bankruptcy trustee and entitled to a priority
of payment.
Under the Federal Deposit Insurance Act (the "FDIA"), a depository
institution insured by the FDIC can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989, in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to any commonly
controlled FDIC-insured depository institution "in danger of default." "Default"
is defined generally as the appointment of a conservator or receiver, and "in
danger of default" is defined generally as the existence of certain conditions
indicating that a default is likely to occur in the absence of regulatory
assistance. The FDIC's claim for damages is superior to claims of stockholders
of the insured depository institution or its holding company but is subordinate
to claims of depositors, secured creditors and holders of subordinated debt
(other than affiliates) of the commonly controlled insured depository
institution. The Subsidiary Institutions are subject to these cross-guarantee
provisions. As a result, any loss suffered by the FDIC in respect of any of the
Subsidiary Institutions would likely result in assertion of the cross-guarantee
provisions, the assessment of such estimated losses against Regions' other
Subsidiary Institutions and a potential loss of Regions' investment in such
other Subsidiary Institutions.
5
<PAGE> 16
PROMPT CORRECTIVE ACTION
FDICIA establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, which became
effective in December 1992, the federal bank regulatory agencies are required to
establish five capital categories ("well-capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized") and to take certain mandatory supervisory actions, and are
authorized to take other discretionary actions, with respect to institutions in
the three undercapitalized categories, the severity of which will depend upon
the capital category in which the institution is placed. Generally, subject to a
narrow exception, FDICIA requires the federal bank regulatory agency to appoint
a receiver or conservator for an institution that is critically
undercapitalized. The federal bank regulatory agencies have specified by
regulation the relevant capital level for each category.
Under the final agency rule implementing the prompt corrective action
provisions, an institution that (i) has a Total Capital ratio of 10% or greater,
a Tier 1 Capital ratio of 6.0% or greater and a Leverage Ratio of 5.0% or
greater, and (ii) is not subject to any written agreement, order, capital
directive or prompt corrective action directive issued by the appropriate
federal bank regulatory agency, is deemed to be "well-capitalized." An
institution with a Total Capital ratio of 8.0% or greater, a Tier 1 Capital
ratio of 4.0% or greater and a Leverage Ratio of 4.0% or greater is considered
to be "adequately capitalized." A depository institution that has a Total
Capital ratio of less than 8.0%, a Tier 1 Capital ratio of less than 4.0% or a
Leverage Ratio of less than 4.0% is considered to be "undercapitalized." A
depository institution that has a Total Capital ratio of less than 6.0%, a Tier
1 Capital ratio of less than 3.0% or a Leverage Ratio of less than 3.0% is
considered to be "significantly undercapitalized" and an institution that has a
tangible equity capital to assets ratio equal to or less than 2.0% is deemed to
be "critically undercapitalized." For purposes of the regulation, the term
"tangible equity" includes core capital elements counted as Tier 1 capital for
purposes of the risk-based capital standards plus the amount of outstanding
cumulative perpetual preferred stock (including related surplus), minus all
intangible assets with certain exceptions. A depository institution may be
deemed to be in a capitalization category that is lower than is indicated by its
actual capital position if it receives an unsatisfactory examination rating.
An institution that is categorized as undercapitalized, significantly
undercapitalized or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal bank regulatory
agency. Under FDICIA, a bank holding company must guarantee that a subsidiary
depository institution will meet its capital restoration plan, subject to
certain limitations. The obligation of a controlling bank holding company under
FDICIA to fund a capital restoration plan is limited to the lesser of 5.0% of an
undercapitalized subsidiary's assets and the amount required to meet regulatory
capital requirements. An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,
establishing any branches or engaging in any new line of business, except in
accordance with an accepted capital restoration plan or with the approval of the
FDIC. In addition, the appropriate federal bank regulatory agency is given
authority with respect to any undercapitalized depository institution to take
any of the actions it is permitted or required to take with respect to a
significantly undercapitalized institution (involving a wide range of
operational and management directives designed to restore the capital levels of
the institution) if it determines "that those actions are necessary to carry out
the purpose" of FDICIA.
At March 31, 1995, all of the Subsidiary Institutions had the requisite
capital levels to qualify as well capitalized.
FDIC INSURANCE ASSESSMENTS
In July 1993, the FDIC adopted a new risk-based assessment system for
insured depository institutions that takes into account the risks attributable
to different categories and concentrations of assets and liabilities. The new
system, which went into effect on January 1, 1994, and replaced a transitional
system that the FDIC had utilized for the 1993 calendar year, assigns an
institution to one of three capital categories: (i) well-capitalized; (ii)
adequately capitalized; and (iii) undercapitalized. These three categories are
substantially similar to the prompt corrective action categories described
above, with the "undercapitalized" category
6
<PAGE> 17
including institutions that are undercapitalized, significantly undercapitalized
and critically undercapitalized for prompt corrective action purposes. An
institution is also assigned by the FDIC to one of three supervisory subgroups
within each capital group. The supervisory subgroup to which an institution is
assigned is based on a supervisory evaluation provided to the FDIC by the
institution's principal federal bank regulator and information which the FDIC
determines to be relevant to the institution's financial condition and the risk
posed to the deposit insurance funds (which may include, if applicable,
information provided by the institution's state supervisor). An institution's
insurance assessment rate is then determined based on the capital category and
supervisory category to which it is assigned. Under the final risk-based
assessment system, as well as the prior transitional system, there are nine
assessment risk classifications (i.e., combinations of capital groups and
supervisory subgroups) to which different assessment rates are applied.
Assessment rates for 1994, as they had during 1993, ranged from $0.23 per $100
of deposits for an institution in the highest category (i.e., "well-capitalized"
and "healthy") to $0.31 per $100 of deposits for an institution in the lowest
category (i.e., "undercapitalized" and "substantial supervisory concern").
The FDIC is authorized to raise insurance premiums in certain
circumstances. The current assessment rates for the Bank Insurance Fund (the
"BIF") and the Savings Association Insurance Fund (the "SAIF") are designed to
increase the reserve ratios (i.e., the ratios of reserves to insured deposits)
for both funds to a designated ratio (i.e., 1.25%) within a specified period of
time. Once the designated ratio is reached, the FDIC is to set future assessment
rates at levels that will maintain a fund's reserve ratio at the designated
level. On January 31, 1995, the FDIC announced that it anticipated that the BIF
would fully recapitalize with a 1.25% reserve ratio some time between May 1 and
July 31, 1995. Accordingly, the agency proposed a reduction in the insurance
premium rate for BIF-member banks from the current range of $0.23 to $0.31 per
$100 of deposits, to a new range of $0.04 to $0.31, anticipating that a majority
of BIF-member banks would be paying premiums at or near the $0.04 per $100 of
deposits level. At the same time, given the current inadequate capitalization of
the SAIF, and the current expectation that the SAIF will not reach a 1.25%
reserve ratio until 2002, the FDIC proposed that the current premium rate of
$0.23 to $0.31 per $100 of deposits be maintained for all SAIF-insured
institutions and BIF-member banks that hold deposits which, because they were
acquired from SAIF-insured thrifts, are assessed for insurance purposes at the
SAIF rate.
Many SAIF-insured institutions and other observers have expressed concern
that SAIF insurance premium rates could be as much as six times as high as the
rates paid for BIF-insured deposits. In response to these concerns, a number of
legislative solutions have been proposed which would recapitalize the SAIF and
either reduce or eliminate the anticipated disparity between BIF and SAIF
insurance rates once the BIF becomes fully re-capitalized. These legislative
proposals have included: (i) charging SAIF members and Oakar banks a one-time
assessment of up to 1.00% of deposits to increase the SAIF's reserve ratio to
1.25%; (ii) requiring BIF members to pay a substantial portion of the interest
on the Financing Corporation or "FICO" bonds that were issued to resolve
troubled thrifts; (iii) using remaining Resolution Trust Corporation funds to
pay the FICO assessments; and (iv) merging the SAIF and the BIF into a single
insurance fund for all federally-insured depository institutions.
Although most of the Subsidiary Institutions are state-chartered commercial
banks which are members of the BIF, certain of the Subsidiary Institutions are
SAIF members, and a number of the BIF member Subsidiary Institutions have
assumed a substantial amount of SAIF-insured deposits in various transactions,
on which they continue to be assessed at applicable SAIF rates. As of March 31,
1995, approximately 26% of the Subsidiary Institutions' deposits were treated as
SAIF-insured deposits for assessment purposes, with the remaining 74% of
deposits assessed at the BIF rate.
As of the date of this Prospectus, it is uncertain which, if any, of the
legislative SAIF re-capitalization proposals currently being discussed will be
adopted. It is possible that the Subsidiary Institutions would be required to
pay a one-time assessment to the SAIF based on their SAIF-insured deposits or
that the Subsidiary Institutions would be required to pay a higher assessment
rate on such deposits for at least some period of time.
7
<PAGE> 18
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is in
an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC.
DESCRIPTION OF SUBORDINATED DEBT SECURITIES
The following description of the terms of the Subordinated Debt Securities
sets forth certain general terms and provisions of the Subordinated Debt
Securities to which any Prospectus Supplement may relate. The particular terms
of the Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Subordinated
Debt Securities so offered will be described in the Prospectus Supplement
relating to such Subordinated Debt Securities.
The Subordinated Debt Securities are to be issued under an Indenture (the
"Indenture"), entered into between Regions and Bankers Trust Company, as trustee
(the "Trustee") as of December 1, 1992, and, if applicable, any supplemental
indenture. The Indenture is incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part. The following summary
of certain provisions of the Indenture does not purport to be complete and is
subject to and qualified in its entirety by reference to the provisions of the
Indenture. Whenever particular sections or defined terms of the Indenture are
referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference. Unless otherwise indicated, capitalized terms
shall have the meanings ascribed to them in the Indenture.
As of the date of this Prospectus, Regions has issued and has outstanding
under the Indenture (i) $75 million of unsecured subordinated indebtedness
designated 7.80% Subordinated Notes Due 2002 (the "7.80% Subordinated Notes"),
(ii) $25 million of unsecured subordinated indebtedness designated 7.65%
Subordinated Notes Due 2001 (the "7.65% Subordinated Notes"), and (iii) $100
million of unsecured subordinated indebtedness designated 7 3/4% Subordinated
Notes Due 2024 (the "7 3/4% Subordinated Notes") (together, the "Subordinated
Notes").
GENERAL
Although the amount of Subordinated Debt Securities offered by this
Prospectus will be limited to the aggregate initial offering price described on
the cover page of this Prospectus, the Indenture does not include any
limitations on the amount of debt securities that may be issued thereunder from
time to time in one or more series. (Section 301).
The Subordinated Debt Securities will be unsecured and will be subordinate
and junior in right of payment to the prior payment in full of the Senior
Indebtedness of Regions (as described below). (Sections 101, 1502). As of the
date of this Prospectus, Regions has outstanding (i) $75 million of the 7.80%
Subordinated Notes, (ii) $25 million of the 7.65% Subordinated Notes, and (iii)
$100 million of the 7 3/4% Subordinated Notes, all of which issuances qualify as
Subordinated Debt Securities. Subordinated Debt Securities may be issued on a
parity with previously outstanding subordinated indebtedness of Regions, or may
be issued senior to or subordinate to the outstanding subordinated indebtedness.
Principal, premium, if any, and interest on the Subordinated Debt
Securities will be payable and the Subordinated Debt Securities may be
transferable or exchangeable, without payment of any service charge, other than
any tax or governmental charge payable in connection therewith, at the principal
Corporate Trust Office of the Trustee and at any other office or agency
maintained by Regions for such purposes, except that at the option of Regions,
interest may be paid by mailing a check to the address of the person entitled
thereto as it appears on the Security Register. (Sections 307, 1002). The
Subordinated Debt Securities may be sold at a substantial original issue
discount below their stated principal amount, bearing no interest or interest at
a rate which at the time of issuance is below market rates. (Sections 101, 301).
Special federal income tax consequences and other considerations applicable to
any such Subordinated Debt Securities will be described in the corresponding
Prospectus Supplement relating thereto.
Because Regions is a holding company, its rights and the rights of its
creditors, including the holders of the Subordinated Debt Securities offered
hereby, to participate in any distribution of the assets of any
8
<PAGE> 19
subsidiary of Regions upon the latter's liquidation or recapitalization will be
subject to the prior claims of such subsidiary's creditors (including, in the
case of a subsidiary depository institution, its depositors), except to the
extent that Regions may itself be a creditor with recognized claims against such
subsidiary. Claims on subsidiaries of Regions by creditors other than Regions
include claims with respect to long-term debt and substantial obligations with
respect to deposit liabilities, federal funds purchased, securities sold under
repurchase agreements and other short-term borrowings. See "The Company" and
"Supervision and Regulation."
Reference is made to the Prospectus Supplement for the specific terms of
the Subordinated Debt Securities offered hereby, including: (i) the specific
title of the Subordinated Debt Securities; (ii) the aggregate principal amount
of the Subordinated Debt Securities offered hereby; (iii) the denominations in
which the Subordinated Debt Securities are authorized to be issued and whether
the Subordinated Debt Securities will be issued in registered form, without
coupons or in global book-entry registered form; (iv) any sinking fund
provisions; (v) the percentage of the principal amount at which the Subordinated
Debt Securities will be issued; (vi) the date on which the Subordinated Debt
Securities will mature; (vii) the rate or rates per annum or the method for
determining such rate or rates, if any, at which the Subordinated Debt
Securities will bear interest (which may be fixed or variable); (viii) any
premium payments; (ix) the times at which any such interest will be payable; (x)
any provisions relating to optional or mandatory redemption of the Subordinated
Debt Securities at the option of Regions or the Holders of the Subordinated Debt
Securities or pursuant to sinking fund or analogous provisions; (xi) any terms
by which the Subordinated Debt Securities may be convertible into common stock
or other securities of Regions; (xii) any provisions relating to the conversion
or exchange of the Subordinated Debt Securities into Subordinated Debt
Securities of another series; (xiii) the place or places at which Regions will
make payments of principal, premium, if any, and interest and the method of such
payment; (xiv) any additional covenants and Events of Default (as described
below) and the remedies with respect thereto not currently set forth in the
Indenture; and (xv) any other specific terms of the Subordinated Debt
Securities.
SUBORDINATION
The Subordinated Debt Securities are subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of Regions.
(Section 1502). "Senior Indebtedness" is defined by the Indenture to include all
indebtedness and other obligations of Regions 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
Regions is responsible or liable as guarantor or otherwise, and (iv) any
deferrals, renewals or extensions of any such Senior Indebtedness, other than
the Subordinated Debt Securities and any other obligations expressly made
subordinate in right of payment to Senior Indebtedness. (Section 101). As of
March 31, 1995, and excluding $200 million in outstanding Subordinated Notes,
there was an aggregate of approximately $1.1 billion in borrowed funds of
Regions outstanding, approximately $288 million of which represented long-term
debt and $763 million of which represented short-term borrowings, including $745
million of federal funds purchased and securities sold subject to agreements to
repurchase, all of which is included in the definition of "Senior Indebtedness."
Senior Indebtedness also includes other liabilities, such as accounts payable.
Because of the inclusion of short-term components, the amount of Senior
Indebtedness outstanding is subject to significant fluctuation over even short
periods of time. The Indenture does not limit the amount of Subordinated Debt
Securities or other debt securities that Regions may incur. (Section 301).
No payment on account of principal of or interest, if any, on the
Subordinated Debt Securities shall be made, and no Subordinated Debt Securities
shall be purchased, either directly or indirectly, by Regions or any of its
subsidiaries, if any default or Event of Default with respect to any Senior
Indebtedness shall have occurred and be continuing. (Section 1502).
9
<PAGE> 20
Upon any receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, whether or not pursuant to bankruptcy laws, sale
of all or substantially all of the assets, dissolution, liquidation or other
marshaling of the assets and liabilities of Regions, no amount shall be paid by
Regions, in respect of the principal, premium, if any, or interest on the
Subordinated Debt Securities unless and until all Senior Indebtedness shall have
been paid in full together with all interest thereon and all other amounts
payable in respect thereof. (Section 1502).
In the event that any payment or distribution of any character, whether in
cash or other property, shall be received by the Trustee or any Holder of
Subordinated Debt Securities in contravention of any of the subordination terms
thereof, such payment or distribution shall, provided that the Trustee shall
have received notice of an event which triggers a requirement that no payment be
made with respect to Subordinated Debt Securities at least three business days
prior to the date for any payment on the Subordinated Debt Securities, be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time outstanding
in accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all such Senior Indebtedness in full. (Section 1502). In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Indebtedness is
hereby irrevocably authorized to endorse or assign the same. (Section 1502).
Notwithstanding the foregoing, Holders may receive securities of Regions or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions of the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization.
Upon the payment in full of all Senior Indebtedness, the Holders shall be
subrogated (equally and ratably with the holders of all indebtedness of Regions
which, by its express terms, ranks on a parity with the Subordinated Debt
Securities and is entitled to like rights of subrogation) to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
Regions applicable to the Senior Indebtedness until the Subordinated Debt
Securities shall be paid in full. (Section 1502).
COVENANTS
In the Indenture, Regions agrees not to merge or consolidate with another
entity or to sell its properties or assets as an entirety unless the successor
entity expressly assumes the obligations of Regions with respect to the
Securities and the covenants of Regions under the Indenture. (Section 801). The
Indenture does not restrict Regions from incurring, assuming or becoming liable
for any type of debt nor from creating, assuming, incurring or permitting any
mortgage, pledge, encumbrance, lien or charge on its property. In addition, the
Indenture does not include any covenant or any other provision which would
provide any recourse or other protection to the Holders in the event of any
decline in credit rating or other indicia of credit quality, no matter how
sudden or significant, resulting from any cause, including from a merger,
consolidation, change in control, recapitalization or similar restructuring.
The Indenture does not restrict Regions' ability to sell, encumber or
otherwise dispose of the stock of its subsidiaries, including the stock of any
of the Subsidiary Institutions.
MODIFICATION OF THE INDENTURE
The Indenture includes provisions permitting Regions and the Trustee, with
the consent of the Holders of not less than a majority in principal amount of
any series of the Securities to be affected at the time outstanding under the
Indenture, to modify, by supplemental indenture, the Indenture or the rights of
the Holders of such Securities, except that without the consent of each Holder
of each outstanding Security affected thereby, no such modification shall: (i)
change the fixed maturity, reduce the principal amount or redemption premium, if
any, or reduce the rate or extend the time of payment of interest on any
Security; (ii) reduce the percentage in principal amount of the outstanding
Securities, the consent of whose Holders is required to approve any such
modification or to waive any default or other waivable requirement of the
indenture; (iii) change the obligation of Regions to maintain an office or agent
for payment; or (iv) modify
10
<PAGE> 21
any applicable subordination provisions in a manner adverse to the Holder of any
of the Securities. (Section 902).
DEFAULTS AND LIMITED RIGHTS OF ACCELERATION
An Event of Default is defined in the Indenture as (i) a default in the
payment of principal or premium thereon at maturity or in the deposit of any
sinking fund payment when and as due by the terms of the Securities of a series,
(ii) a default in the payment of interest at the due date thereof and the
continuance of such default for a period of 30 days, (iii) a default in the
performance of or breach of any other covenant or warranty therein by Regions
and continuance of such default or breach for a period of 60 days after notice
thereof to Regions by the Trustee or the Holders of at least 15% in principal
amount of the affected series, or (iv) certain events of bankruptcy, insolvency
proceedings or reorganization of Regions. (Section 501).
Payment of principal of the Subordinated Debt Securities may be accelerated
only in the case of an "Acceleration Event," which is defined in the Indenture
as including only the bankruptcy, insolvency proceedings or reorganization
events with respect to Regions that constitute an Event of Default. (Sections
101, 501). There is no right of acceleration in the case of a default in the
payment of principal, any premium or interest on the Subordinated Debt
Securities or the performance of any other covenant of Regions in the Indenture.
In the event an Acceleration Event shall have occurred and shall be
continuing, either the Trustee or the Holders of 25% in principal amount of
those affected series of Securities then outstanding under the Indenture may
declare the principal amount of all of such series of Securities to be due and
payable immediately. (Section 502). Upon certain conditions a declaration of an
Event of Default may be annulled and past defaults may be waived by the Holders
of a majority in principal amount of the Securities then outstanding. (Section
502).
Regions is obligated to furnish the Trustee annually a statement as to the
compliance by Regions with all conditions and covenants under the Indenture.
(Section 704).
COLLECTION OF INDEBTEDNESS
The Indenture also provides that in the event of a failure by Regions to
make payment of principal of, or applicable premium or sinking fund installment
or interest on, the Securities (and, in the case of payment of interest, such
failure to pay shall have continued for 30 days) Regions will, upon demand of
the Trustee, pay to it, for the benefit of the Holders, the whole amount then
due and payable on the Securities for principal and any premium, sinking fund
installment and interest, including, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal and premium, on
any sinking fund installment and on any overdue interest, computed from the date
of default in the payment of such interest, at the rate or rates prescribed
therefor in such Securities. (Section 503). The Indenture further provides that
if Regions fails to pay such amount forthwith upon such demand, the Trustee may,
among other things, institute a judicial proceeding for the collection thereof.
(Section 503). The Indenture includes limitations on the right of any Holder to
institute judicial proceedings in respect thereto. (Section 507). However, the
Indenture provides that notwithstanding any other provision of the Indenture any
Holder shall have the right to institute suit for the enforcement of any payment
of principal of and interest on such Holder's Security on the respective stated
maturities expressed in such Security and that such right shall not be impaired
without the consent of such Holder. (Section 508).
The Holders of a majority in principal amount of the Securities then
outstanding under the Indenture shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
under that Indenture, subject to certain exceptions. (Section 512). The
Indenture requires the annual filing by Regions with the Trustee of a
certificate as to the absence of default and as to compliance with the terms of
that Indenture. (Section 1004).
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<PAGE> 22
CONCERNING THE TRUSTEE
Regions and Bankers Trust Company have from time to time engaged in
customary banking transactions in the ordinary course of business. Bankers Trust
Company also serves as Trustee under the Indenture for the 7.80% Subordinated
Notes, the 7.65% Subordinated Notes and the 7 3/4% Subordinated Notes.
PLAN OF DISTRIBUTION
Regions may sell the Subordinated Debt Securities on a negotiated or
competitive bid basis to or through underwriters or dealers, and may also sell
the Subordinated Debt Securities directly to other purchasers or through agents.
The distribution of the Subordinated Debt Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Prospectus
Supplement corresponding to such Subordinated Debt Securities will set forth the
terms of the offering of the Subordinated Debt Securities of such series,
including the name or names of any underwriters, the purchase price and the
proceeds to Regions from such sales, any underwriting discounts, agency fees and
other items constituting underwriters' compensation, the initial public offering
price, any discounts or concessions to be allowed or reallowed or paid to
dealers and the securities exchange, if any, on which such Subordinated Debt
Securities may be listed.
If underwriters are used in the sale, the Subordinated Debt Securities may
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Subordinated Debt Securities may be offered to the public either
through underwriting syndicates represented by managing underwriters, or by
underwriters without a syndicate, all of which underwriters in either case will
be designated in the Prospectus Supplement with respect to such offering. Unless
otherwise set forth in the Prospectus Supplement, under the terms of the
underwriting agreement, the obligations of the underwriters to purchase the
Subordinated Debt Securities will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all the Subordinated Debt
Securities if any are purchased.
The Subordinated Debt Securities may be sold directly by Regions or through
agents designated by Regions from time to time. Any agent involved in the offer
or sale of the Subordinated Debt Securities with respect to which this
Prospectus is delivered will be named, and any commission payable by Regions to
such agent will be set forth, in the corresponding Prospectus Supplement. Unless
otherwise indicated in such Prospectus Supplement, any such agent will be acting
on a best-efforts basis for the period of its appointment.
The Subordinated Debt Securities will be newly issued securities with no
established market. No assurance can be given as to the liquidity of the trading
market, if any, for any of the Subordinated Debt Securities.
Underwriters and agents may be entitled under agreements entered into with
Regions to indemnification by Regions against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in respect
thereof. Underwriters and agents also may be customers of, engage in
transactions with or perform other services for Regions in the ordinary course
of business.
EXPERTS
The consolidated financial statements of Regions, incorporated by reference
in Regions' Annual Report (Form 10-K) for the year ended December 31, 1994, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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<PAGE> 23
LEGAL OPINIONS
Certain legal matters with respect to the Subordinated Debt Securities
offered hereby will be passed upon for Regions by Lange, Simpson, Robinson &
Somerville, Birmingham, Alabama. Henry E. Simpson, a partner in the law firm of
Lange, Simpson, Robinson & Somerville, is a director of Regions. As of May 15,
1995, attorneys of that firm beneficially owned, directly or indirectly, an
aggregate of 119,695 shares of Regions common stock.
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<PAGE> 24
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY REGIONS OR
ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF REGIONS SINCE SUCH DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company........................ S-
Recent Developments................ S-
Use of Proceeds.................... S-
Selected Consolidated Financial
Data............................. S-
Description of the Notes........... S-
Capitalization..................... S-
Underwriting....................... S-
Legal Matters...................... S-
PROSPECTUS
Available Information..............
Documents Incorporated by
Reference........................
The Company........................
Use of Proceeds....................
Supervision and Regulation.........
Description of Subordinated Debt
Securities.......................
Plan of Distribution...............
Experts............................
Legal Opinions.....................
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
$
(REGIONS LOGO)
% SUBORDINATED
NOTES DUE
------------------------------------------------
PROSPECTUS SUPPLEMENT
------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities Act registration fee........................................... $ 69,000
Rating agency fee......................................................... 125,000
Printing and engraving.................................................... 50,000
Legal fees and expenses................................................... 40,000
Accounting fees and expenses.............................................. 20,000
Blue Sky fees and expenses................................................ 25,000
Fees of indenture trustee................................................. 25,000
Miscellaneous............................................................. 10,000
--------
$364,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"(a) The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General
Corporation Law of Delaware. (b) No director of the corporation shall be
personally liable to the corporation or its stockholders for monetary
damages, for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit."
Section 145 of the Delaware General Corporation Law, as amended, empowers
the Registrant to indemnify its officers and directors under certain
circumstances. The pertinent provisions of that statute read as follows:
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
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<PAGE> 26
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
"(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its
II-2
<PAGE> 27
participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."
The Registrant has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity result in liability, or to the
Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on inside
information, illegal payments, dishonesty, accounting of securities profits in
violation of Section 16(b) of the Securities Exchange Act of 1934 and acts
within the scope of the Pension Reform Act of 1974.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
4.1 -- Trust Indenture dated as of December 1, 1992 -- incorporated by reference from
Registration Statement, file no. 33-45714, of Regions Financial Corporation
(formerly First Alabama Bancshares, Inc.).
5.1 -- Opinion Re: legality.
12.1 -- Calculation of Earnings to Fixed Charges and to Combined Fixed Charges.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Lange, Simpson, Robinson & Somerville -- included in Exhibit 5.1.
25.1 -- Statement of Eligibility and Qualification of Indenture Trustee on Form T-1.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
II-3
<PAGE> 28
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes (1) to use to its best efforts
to distribute prior to the opening of bids, to prospective bidders, underwriters
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of Section 10(a) of the Act, and relating to the
securities offered at competitive bidding, as contained in the registration
statement, together with any supplements thereto, and (2) to file an amendment
to the registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchaser is proposed to be made.
The undersigned Registrant hereby undertakes that: (1) For purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective. (2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama on this the 31st day of
May, 1995.
Registrant:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
---------------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Horsley and Samuel E. Upchurch, Jr.,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
to this registration statement, and to file the same with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- ------------
<C> <S> <C>
/s/ J. Stanley Mackin Chairman of the Board and Chief May 31, 1995
- ------------------------------------------ Executive Officer and Director
J. Stanley Mackin
/s/ Richard D. Horsley Vice Chairman of the Board and May 31, 1995
- ------------------------------------------ Executive Financial Officer
Richard D. Horsley and Director
/s/ Robert P. Houston Executive Vice President and May 31, 1995
- ------------------------------------------ Comptroller
Robert P. Houston
/s/ Sheila S. Blair Director May 31, 1995
- ------------------------------------------
Sheila S. Blair
Director , 1995
- ------------------------------------------
William R. Boles, Sr.
Director , 1995
- ------------------------------------------
James B. Boone, Jr.
Director , 1995
- ------------------------------------------
Albert P. Brewer
</TABLE>
II-5
<PAGE> 30
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- ------------
<C> <S> <C>
/s/ James S.M. French Director May 31, 1995
- ------------------------------------------
James S.M. French
Director , 1995
- ------------------------------------------
Catesby ap C. Jones
Director , 1995
- ------------------------------------------
Olin B. King
/s/ Henry E. Simpson Director May 31, 1995
- ------------------------------------------
Henry E. Simpson
/s/ Robert E. Steiner, III Director May 31, 1995
- ------------------------------------------
Robert E. Steiner, III
/s/ Lee J. Styslinger, Jr. Director May 31, 1995
- ------------------------------------------
Lee J. Styslinger, Jr.
</TABLE>
II-6
<PAGE> 31
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------- -------------
<C> <C> <S> <C>
4.1 -- Trust Indenture dated as of December 1, 1992 -- incorporated by
reference from Registration Statement, file No. 33-45714, of
Regions Financial Corporation (formerly First Alabama Bancshares,
Inc.)..............................................................
5.1 -- Opinion Re: Legality...............................................
12.1 -- Calculation of Earnings to Fixed Charges and to Combined
Fixed Charges. ....................................................
23.1 -- Consent of Ernst & Young LLP. .....................................
23.2 -- Consent of Lange, Simpson, Robinson & Somerville -- included in
Exhibit 5.1........................................................
25.1 -- Statement of Eligibility and Qualification of Indenture Trustee on
Form T-1. .........................................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
LANGE, SIMPSON, ROBINSON & SOMERVILLE
ATTORNEYS & COUNSELORS
417 20th STREET NORTH, SUITE 1700
BIRMINGHAM, ALABAMA 35203-3272
TELEPHONE (205) 250-5000
FACSIMILE (205) 250-5034
MAY 31, 1995
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
Regions Financial Corporation (the "Company"), a corporation organized and
existing under and pursuant to the laws of the state of Delaware, proposes to
issue and sell up to $200,000,000 face amount of its subordinated, unsecured
notes, bonds, debentures, or other evidences of indebtedness (the "Subordinated
Debt Securities"), under a trust indenture entered into between the Company and
Bankers Trust Company (the "Trust Indenture").
In connection with this proposal, 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 form of Trust Indenture as entered into between the Company and
Bankers Trust Company.
Such documents evidencing the actions taken to date by the
stockholders of the Company and the board of directors of the Company 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:
The Company has the corporate power and authority to issue the
Subordinated Debt Securities.
The Board of Directors has the authority to authorize the issuance of
the Subordinated Debt Securities and to establish the term of the
Subordinated Debt Securities, including but not limited to: (1) the
specific title of the Subordinated Debt Securities; (2) the aggregate
principal amount of the Subordinated Debt Securities to be issued (but not
exceeding $200,000,000); (3) the denominations in which the Subordinated
Debt Securities are authorized to be issued; (4) any sinking fund
provisions; (5) the percentage of the principal amount at which the
Subordinated Debt Securities will be issued; (6) the date on which the
Subordinated Debt Securities will mature; (7) the rate or rates per annum
or the method of determining such rate or rates, if any, at which the
Subordinated Debt Securities will bear interest (which may be fixed or
variable); (8) any premium payments; (9) the times at which any such
interest will be payable; (10) any provisions relating to optional or
mandatory redemption of the Subordinated Debt Securities at the option of
the Company or the holders of the Subordinated Debt Securities or pursuant
to sinking fund or analogous provisions; (11) any term by which such
Subordinated Debt Securities may be convertible into common stock or other
securities of the Company; (12) any provisions relating to the conversion
or exchange of the Subordinated Debt Securities into Subordinated Debt
Securities of another series; (13) the place or places at which the Company
will make payments of principal (and premium, if any) and interest, if any,
and the method of such payment; and (14) any additional covenants and
events of default and the remedies with respect thereto not currently set
forth in the Trust Indenture.
The approval of stockholders of the Company is not required for the
issuance of the Subordinated Debt Securities.
<PAGE> 2
Issuance of the Subordinated Debt Securities is not prohibited by and
will not contravene any provision of the Certificate of Incorporation or
the by-laws of the Company or any provision of the General Corporation Law
of Delaware.
In addition, it is our opinion that, upon (a) authorization, execution, and
delivery of a board resolution or additional supplemental indenture, as
contemplated by section 301 of the Trust Indenture, establishing the terms of
the Subordinated Debt Securities and the sales price thereof, (b) execution and
delivery of the Subordinated Debt Securities as contemplated by Section 303 of
the Trust Indenture, (c) authentication of the Subordinated Debt Securities as
contemplated by Section 303 of the Trust Indenture, and (d) payment for the
Subordinated Debt Securities, the Subordinated Debt Securities will be validly
issued and will represent binding obligations of the Company.
The binding effect of the Trust Indenture and the Subordinated Debt
Securities 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 the
registration statement and to the reference to this firm in the prospectus under
the caption "Legal Opinions".
Yours truly,
/s/ LANGE, SIMPSON, ROBINSON & SOMERVILLE
<PAGE> 1
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES EXCLUDING AND INCLUDING
INTEREST ON DEPOSITS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- ----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income...................................... $ 40,210 $ 34,673 $145,884 $112,045 $ 95,048 $ 78,256 $ 68,894
Provision for Income Taxes...................... 20,813 17,036 71,094 53,476 44,977 33,660 27,175
-------- -------- -------- -------- -------- -------- --------
Earnings before Taxes........................... 61,023 51,709 216,978 165,521 140,025 111,916 96,069
-------- -------- -------- -------- -------- -------- --------
Fixed Charges:
Interest Expense (Excluding Interest on
Deposits)................................... 20,055 8,501 54,354 15,313 8,788 11,285 15,041
Interest Portion of Rentals (33%)............. 431 524 1,825 1,411 1,107 1,093 1,309
-------- -------- -------- -------- -------- -------- --------
Total Fixed Charges........................... 20,486 9,025 56,179 16,724 9,895 12,378 16,350
-------- -------- -------- -------- -------- -------- --------
Earnings before Taxes and Fixed Charges......... $ 81,509 $ 60,734 $273,157 $182,245 $149,920 $124,294 $112,419
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges.............. 3.98 6.73 4.86 10.90 15.15 10.04 6.88
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------------- ----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income...................................... $ 40,210 $ 34,673 $145,884 $112,045 $ 95,048 $ 78,256 $ 68,894
Provision for Income Taxes...................... 20,813 17,036 71,094 53,476 44,977 33,660 27,175
-------- -------- -------- -------- -------- -------- --------
Earnings before Taxes........................... 61,023 51,709 216,978 165,521 140,025 111,916 96,069
-------- -------- -------- -------- -------- -------- --------
Fixed Charges:
Interest Expense (Including Interest on
Deposits)................................... 117,572 76,469 350,139 213,614 224,068 292,017 297,613
Interest Portion of Rentals (33%)............. 431 524 1,825 1,411 1,107 1,093 1,309
-------- -------- -------- -------- -------- -------- --------
Total Fixed Charges........................... 118,003 76,993 351,964 215,025 225,175 293,110 298,922
-------- -------- -------- -------- -------- -------- --------
Earnings before Taxes and Fixed Charges $179,026 $128,702 $568,942 $380,546 $365,200 $405,026 $394,991
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges.............. 1.52 1.67 1.62 1.77 1.62 1.38 1.32
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and to the reference to our firm under the
caption "Selected Consolidated Financial Data" in the related Prospectus of
Regions Financial Corporation for the registration of $200 million in debt
securities and to the incorporation by reference therein of our report dated
February 6, 1995 with respect to the consolidated financial statements of
Regions Financial Corporation included in its Annual Report to Stockholders
which is incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
May 30, 1995
<PAGE> 1
EXHIBIT 25.1
------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
-----------------
---------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification n.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
---------------------------------
REGIONS FINANCIAL CORPORATION
(Exact name of obligor as specified in the charter)
DELAWARE 63-0589368
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
417 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of principal executive offices) (Zip Code)
---------------------------------
SUBORDINATED DEBT SECURITIES
PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES
(Title of the indenture securities)
------------------------------------------------------------------------------
<PAGE> 2
-2-
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of
Bankers Trust Company dated August
7, 1990 and Certificate of Amendment
of the Organization Certificate of
Bankers Trust Company dated March
28, 1994 - Incorporated herein by
reference to Exhibit 1 filed with
Form 1 Statement, Registration No.
33-79862..
EXHIBIT 2 - Certificate of Authority to commence
business - Incorporated herein by
reference to Exhibit 2 filed with
Form T-1 Statement, Registration No.
33- 21047.
EXHIBIT 3 - Authorization of the Trustee to
exercise corporate trust powers -
Incorporated herein by reference to
Exhibit 2 filed with Form T-1
Statement, Registration No.
33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust
Company, dated as amended on
September 21, 1993. - Incorporated
herein by reference to Exhibit 4
filed with Form T-1 Statement,
Registration No. 33-52359.
<PAGE> 3
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company
required by Section 321(b) of the
Act. - Incorporated herein by
reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.
EXHIBIT 7 - A copy of the latest report of
condition of Bankers Trust Company
dated as of March 31, 1995
(attached).
EXHIBIT 8 - Not Applicable
EXHIBIT 9 - Not Applicable
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 25th day of May, 1995.
BANKERS TRUST COMPANY
By: /s/ Susan Johnson
-------------------------------
Susan Johnson
Assistant Vice President
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS MARCH 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
-------------
| C400 |
------------------------------
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS | / / / / / / / / / / |
1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / / / / |
a. Noninterest-bearing balances and currency and coin(1) .................. | 0081 1,690,000 |1.a.
b. Interest-bearing balances(2) ........................................... | 0071 2,805,000 |1.b.
2. Securities: | / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, column A) ............. | 1754 0 |2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............ | 1773 3,255,000 |2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic offices | / / / / / / / / / / |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | / / / / / / / / / / |
a. Federal funds sold ...................................................... | 0276 4,331,000 |3.a.
b. Securities purchased under agreements to resell ......................... | 0277 911,000 |3.b.
4. Loans and lease financing receivables: | / / / / / / / / / / |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 21,354,000 | / / / / / / / / / / |4.a.
b. LESS: Allowance for loan and lease losses....................RCFD 3123 1,196,000 | / / / / / / / / / / |4.b.
c. LESS: Allocated transfer risk reserve .......................RCFD 3128 0 | / / / / / / / / / / |4.c.
d. Loans and leases, net of unearned income, | / / / / / / / / / / |
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................... | 2125 20,158,000 |4.d.
5. Assets held in trading accounts ............................................... | 3545 39,393,000 |5.
6. Premises and fixed assets (including capitalized leases) ...................... | 2145 890,000 |6.
7. Other real estate owned (from Schedule RC-M) .................................. | 2150 258,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 233,000 |8.
9. Customers' liability to this bank on acceptances outstanding .................. | 2155 387,000 |9.
10. Intangible assets (from Schedule RC-M) ........................................ | 2143 11,000 |10.
11. Other assets (from Schedule RC-F) ............................................. | 2160 7,797,000 |11.
12. Total assets (sum of items 1 through 11) ...................................... | 2170 82,119,000 |12.
------------------------------
</TABLE>
__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
----------------------------
Dollar Amounts in Thousands | / / / / / Bil Mil Thou |
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES | / / / / / / / / / |
13. Deposits: | / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) |RCON 2200 7,086,000 |13.a.
(1) Noninterest-bearing(1) ........................RCON 6631 2,504,000...... | / / / / / / / / / |13.a.(1)
(2) Interest-bearing ...............................RCON 6636 4,582,000...... | / / / / / / / / / |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / / / / / / |
part II) |RCFN 2200 20,209,000 |13.b.
(1) Noninterest-bearing ...........................RCFN 6631 641,000 | / / / / / / / / / |13.b.(1)
(2) Interest-bearing ..............................RCFN 6636 19,568,000 | / / / / / / / / / |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in | / / / / / / / / / |
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | / / / / / / / / / |
a. Federal funds purchased ............................................................ |RCFD 0278 3,334,000 |14.a.
b. Securities sold under agreements to repurchase ..................................... |RCFD 0279 418,000 |14.b.
15. a. Demand notes issued to the U.S. Treasury ........................................... |RCON 2840 0 |15.a.
b. Trading liabilities ................................................................ |RCFD 3548 25,202,000 |15.b.
16. Other borrowed money: | / / / / / / / / / |
a. With original maturity of one year or less ......................................... |RCFD 2332 9,875,000 |16.a.
b. With original maturity of more than one year ....................................... |RCFD 2333 2,307,000 |16.b.
17. Mortgage indebtedness and obligations under capitalized leases .......................... |RCFD 2910 36,000 |17.
18. Bank's liability on acceptances executed and outstanding ................................ |RCFD 2920 387,000 |18.
19. Subordinated notes and debentures ....................................................... |RCFD 3200 1,225,000 |19.
20. Other liabilities (from Schedule RC-G) .................................................. |RCFD 2930 8,122,000 |20.
21. Total liabilities (sum of items 13 through 20) .......................................... |RCFD 2948 78,201,000 |21.
| / / / / / / / / / |
22. Limited-life preferred stock and related surplus ........................................ |RCFD 3282 0 |22.
EQUITY CAPITAL | / / / / / / / / / |
23. Perpetual preferred stock and related surplus ........................................... |RCFD 3838 250,000 |23.
24. Common stock ............................................................................ |RCFD 3230 852,000 |24.
25. Surplus (exclude all surplus related to preferred stock) ................................ |RCFD 3839 498,000 |25.
26. a. Undivided profits and capital reserves ............................................. |RCFD 3632 2,681,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ............. |RCFD 8434 ( 3,000)|26.b.
27. Cumulative foreign currency translation adjustments ..................................... |RCFD 3284 ( 360,000)|27.
28. Total equity capital (sum of items 23 through 27) ....................................... |RCFD 3210 3,918,000 |28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | / / / / / / / / / |
and 28) ............................................................................... |RCFD 3300 82,119,000 |29.
----------------------------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes Number
the most comprehensive level of auditing work performed for the bank by independent ---------------------
external auditors as of any date during 1994 ..........................................|RCFD 2 |M.1
------------------------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
______________________
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
