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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 1996
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 326-7100
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Item 2. Acquisition or Disposition of Assets
On March 1, 1996, (the "Effective Date"), Regions Financial Corporation
("Regions") completed the combination with First National Bancorp ("FNB").
The combination was accomplished by means of the merger ("the Merger") of FNB
with and into Regions Merger Subsidiary, Inc. ("Merger Corp"), a newly-formed
subsidiary of Regions, pursuant to the Agreement and Plan of Reorganization
between Regions and FNB dated as of October 22, 1995 (the "Agreement"), and
the related Plan of Merger between FNB and Merger Corp dated as of February
22, 1996. As a result of the Merger, Merger Corp as successor to FNB is a
wholly owned operating subsidiary of Regions. In conjunction with and as a
part of the Merger, each of the 20,947,510 shares of FNB common stock was
converted into 0.76 of a share of Regions common stock. Immediately prior to
the Effective Date, Regions had 46,399,356 shares of common stock issued,
including 160,000 shares of treasury stock; 15,920,108 shares of Regions
common stock resulted from the conversion of FNB common stock; and 62,159,464
shares of Regions common stock were issued and outstanding immediately
following the Merger.
The consideration given by Regions to FNB stockholders in the Merger was
determined in arms-length negotiations between Regions and FNB. There were no
material relationships between Regions and FNB, or between the affiliates,
directors and officers of Regions and their associates, on the one side, and
the affiliates, directors and officers of FNB and their associates, on the
other side. Regions attempted to agree upon an exchange ratio that would be
sufficiently attractive to FNB to induce FNB's agreement, and not be
detrimental to Regions' existing stockholders. Regions also took into account
the trading price of its common stock at the time it entered into the
Agreement.
FNB was a bank holding company based in Gainesville, Georgia with assets
of approximately $3.1 billion as of December 31, 1995, with 55 banking offices
in Georgia and nine in Florida.
The plant, equipment, and other physical property acquired by Regions in
the Merger is not material.
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Item 7. Financial Statements and Exhibits.
As of the date of filing this current report on Form 8-K, it is not
practical to provide the financial statements and other financial information
called for by Item 7 with the requisite independent auditors report and
consents. Financial statements satisfying the requirements of Item 7 will be
filed on or before March 30, 1996:
HISTORICAL FINANCIAL STATEMENTS OF FIRST NATIONAL BANCORP
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
INDEPENDENT AUDITORS' REPORT
Consolidated Balance Sheets as of
December 31, 1994 and 1993
Consolidated Statements of Income
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Consolidated Balance Sheet
as of September 30, 1995 (Unaudited)
Consolidated Statements of Income (Unaudited)
Consolidated Statements of Cash Flows (Unaudited)
Notes to Unaudited Consolidated Interim Financial Statements
(c) Exhibits. The exhibits listed in the exhibit index are filed as a
part of or incorporated by reference in this current report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Regions Financial Corporation (Registrant)
By: /s/ Robert P. Houston
Executive Vice President and Comptroller
Date: March 15, 1996
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EXHIBIT INDEX
Sequential
Exhibit Page No.
2.1 Agreement and Plan of Reorganization dated as of October 22, 1996
by and between Regions Financial Corporation and First National Bancorp -
incorporated by reference from Regions's Registration Statement on Form S-4,
No. 33-64549, filed under the Securities Act of 1933.
2.2 Plan of Merger dated as of February 22, 1996, by and
between First National Bancorp and Regions Merger Subsidiary, Inc. -
incorporated by reference from Regions's Registration Statement on Form S-4,
No. 33-64549, filed under the Securities Act of 1933.
99. Press Release dated March 1, 1996.
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March 1, 1996
REGIONS FINANCIAL COMPLETES
FIRST NATIONAL BANCORP ACQUISITION
Regions Financial Corporation announced today that the previously
announced acquisition of First National Bancorp of Gainesville,
Georgia, has been completed.
Under the terms of the transaction, Regions will issue approximately
15,918,000 shares of its common stock in exchange for all of First
National's outstanding common stock. The exchange ratio will be 0.76
shares of Regions common stock for each share of First National common
stock. First National stockholders will receive a letter of
instruction describing the procedures for exchanging their
certificates in the near future.
J. Stanley Mackin, chairman and chief executive officer of Regions
stated: "We are extremely pleased to welcome the First National
shareholders into the Regions' family. This merger was completed in
record time because of the hard work and dedication of employees at
both Regions and First National. The addition of First National
gives Regions a dominant market share position in North Georgia.
Continued expansion in Georgia fits perfectly in our strategic
vision for the future."
During the coming months, Regions expects to consolidate First
National's 18 Georgia banks into its existing Georgia franchise,
resulting in one state-chartered Georgia bank to be known as Regions
Bank. Under Regions' management approach, however, the Presidents of
the local banks will continue to have substantial autonomy, enabling
them to address the needs of the communities they serve. The
consolidation of First National's separate subsidiaries and other
efforts are expected to result in significant reductions of
non-interest expense. Management hopes to achieve cost savings of
approximately $30 million annually, with approximately one-half of
this amount realizable in 1996. Regions expects that it will take a
restructuring and merger-related charge of approximately $8 million
in the first quarter of 1996 to cover the estimated costs of one-time
charges related to the First National merger.
Peter D. Miller, President First National Bancorp stated: "We are
pleased to now be a part of the Regions' family and enthusiastically
look forward to becoming a major contributor to the company's success.
While the legal structure of First National Bancorp and its affiliates
will change over time, our unified commitment to our customers and
communities is stronger than ever. Regions' philosophy that local
banking decisions need to be made at the local community level
provides the environment whereby our existing line management and staff
can continue to deliver competitive financial products and services at
a level exceeding customer expectations."
Regions Financial Corporation operates 351 banking offices in Alabama,
Florida, Georgia, Louisiana and Tennessee. Regions currently has four
pending acquisitions, which, in the aggregate, have approximately $440
million in assets. All of these transactions are expected to be
completed by the end of the third quarter of 1996, pending stockholder
and regulatory approvals and certain other conditions. After
reflecting the First National transaction and the four pending
transactions, Regions' total asset size will be approximately $17.6
billion.
Regions Financial Corporation is a multi-bank regional holding company
providing banking services and bank-related services in the fields of
mortgage banking, credit-related insurance and securities brokerage.
Regions' common stock is traded on the NASDAQ National Market under the
symbol " RGBK".
For additional information contact:
Ronald C. Jackson, Assistant Comptroller and Director of Investor
Relations 334/832-8493
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