<PAGE> 1
Filed under rule 424(b)(3)
Registration No. 333-05499
[Letterhead of Delta Bank & Trust Company]
July 30, 1996
Dear Shareholders:
The Proxy Statement that you recently received erroneously states that
the proposed merger between Delta and Regions Bank of Louisiana must be
approved by a vote of two-thirds of the common stock entitled to vote at the
Special Meeting on August 7, 1996. In fact, the merger must be approved by
affirmative vote of two-thirds of the shares present in person or by proxy at
the Special Meeting. In order for the Special Meeting to be properly convened,
a majority of the outstanding shares must be present in person or by proxy.
The relevant portions of the Proxy Statement as corrected are set forth in the
enclosed Supplement.
If you have previously returned your proxy to Delta and, after
reviewing the Supplement do NOT wish to revoke that proxy and change your vote,
you should disregard the enclosed proxy card. However, if you wish to revoke
your prior proxy you may either (i) give notice of revocation in writing to
Alan Popich, Secretary, Delta Bank & Trust Company, at the above address or
sign, date and return the enclosed proxy card, provided that the notice or
enclosed proxy card is received by Delta before the vote is taken at the
Special Meeting, or (ii) revoke your proxy in person at the Special Meeting
before the vote is taken.
We apologize for any confusion that this error may have caused, and we
thank you for your continued support of Delta Bank.
Very truly yours,
Raymond P. Markase
President
<PAGE> 2
SUPPLEMENT DATED JULY 30, 1996 TO
PROXY STATEMENT DATED JULY 10, 1996
1. The first sentence of the last paragraph of the Letter to
Delta Stockholders should read: "It is important to understand that approval
of the Merger requires the affirmative vote of at least two-thirds of the
common stock of Delta present at the Special Meeting in person or by proxy."
2. The second sentence of the paragraph on page 8 of the Proxy
Statement captioned "Record Data; Vote Required" should read: "The affirmative
vote of at least two-thirds of the Delta Common Stock present at the Special
Meeting, whether in person or by proxy, shall be required to approve the
Agreements."
3. The third and fourth sentences of the first paragraph of the
section captioned "Record Date; Vote Required" on page 16 of the Proxy
Statement should read: "Approval of the Agreements will require the affirmative
vote of the holders of at least two-thirds of the Delta Common Stock present at
the Sepcial Meeting whether in person or by proxy. An abstention (meaning the
refusal to vote by a person present at the meeting in person or by proxy) will
have the effect of a vote against the Agreements. A broker non-vote will be
counted for purposes of determining a quorum, but will not be counted in
determining the voting power present with respect to the vote on the
Agreements."
4. The final sentence of the second paragraph of the same
section, "Record Data; Vote Required," at the top of page 17 of the Proxy
Statement should read: "Once a quorum is established, approval of the
Agreements requires the affirmative vote of the holders of at least two-thirds
of the Delta Common Stock Present at the Special Meeting whether in person or
by proxy."
