<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 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, including zip code, of principal executive offices)
(205) 326-7100
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
In connection with its program of acquiring financial institutions in
existing or adjacent markets, Regions Financial Corporation ("Regions") is
filing this Current Report on Form 8-K (the "Current Report") with respect to
certain aspects of its consummated and pending acquisitions for the 1996 fiscal
year.
On March 1, 1996, First National Bancorp, located in Gainesville,
Georgia, merged with a wholly owned subsidiary of Regions in a combination
accounted for as a pooling of interests. Supplemental consolidated financial
statements of Regions giving effect to the combination of First National
Bancorp with Regions were included as Exhibit 99.C to the Annual Report of
Regions on Form 10-K for the year ended December 31, 1995, and Regions'
management's discussion and analysis of financial condition and results of
operations giving effect to the combination of First National Bancorp with
Regions was included as Exhibit 99.1 to Regions' Current Report on Form 8-K
filed June 4, 1996.
During the first nine months of 1996, Regions has consummated, in
addition to the combination with First National Bancorp, the acquisitions of
seven financial institutions. Certain information with respect to such
transactions are set forth in the following table.
<TABLE>
<CAPTION>
TRANSACTIONS COMPLETED IN 1996
CONSIDERATION
-------------------
APPROXIMATE
------------------------- ACCOUNTING
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT
- ---------------------------------------- ---------- -------- ---- ----------
(In millions)
<S> <C> <C> <C> <C>
The Enterprise National Bank of Atlanta, $ 54 $ 9 Cash Purchase
located in Atlanta, Georgia
Metro Financial Corporation, located in 210 31 Regions Purchase
Atlanta, Georgia Common
Stock
First Federal Bank of Northwest Georgia, 94 17 Regions Pooling
Federal Savings Bank, located in Cedartown, Common of
Georgia Stock Interests
First Gwinnett Bancshares, Inc., located in 68 15 Regions Purchase
Norcross, Georgia Common
Stock
Delta Bank & Trust Company, located in Belle 191 38 Regions Purchase
Chasse, Louisiana Common
Stock
Rockdale Community Bank, located in Conyers, 47 12 Regions Purchase
Georgia Common
Stock
American Bancshares of Houma, Inc., located in 89 18 Regions Purchase
Houma, Louisiana Common
Stock
----- -----
Totals $ 753 $ 140
===== =====
</TABLE>
- ---------------
(1) Calculated as of the date of consummation.
<PAGE> 3
In addition, as of the date of this Current Report, Regions has
pending four additional acquisitions (the "Pending Acquisitions") in Georgia,
Louisiana, and Florida, certain aspects of which transactions are set forth in
the following table.
<TABLE>
<CAPTION>
PENDING TRANSACTIONS
CONSIDERATION
-------------------
APPROXIMATE
------------------------- ACCOUNTING
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT
- ---------------------------------------- ---------- -------- ---- ----------
(In millions)
<S> <C> <C> <C> <C>
Florida First Bancorp, Inc. located $ 297 $ 40 Cash Purchase
in Panama City, Florida (2)
Allied Bankshares, Inc., located in Thomson, 557 136 Regions Pooling
Georgia (3) Common of
Stock Interests
West Carroll Bancshares, Inc., located in Oak 125 32 Regions Pooling
Grove, Louisiana (4) Common of
Stock Interests
Gulf South Bancshares, Inc., located in 55 9 Regions Purchase
Gretna, Louisiana (5) Common
Stock
------- -----
Totals.................................. $ 1,034 $ 217
======= =====
</TABLE>
(1) Calculated as of the date of announcement of such transactions.
(2) At the effective time of the merger of Florida First Bancorp, Inc.
("Florida First") into Regions (the "Florida First Effective Time"), each share
of Florida First common stock issued and outstanding at the Florida First
Effective Time, with certain exceptions, will be converted into $11.65 in cash,
subject to possible adjustment.
(3) At the effective time of the merger of Allied Bankshares, Inc. ("Allied")
into Regions (the "Allied Effective Time"), each share of Allied common stock
issued and outstanding at the Allied Effective Time, with certain exceptions,
will be converted into .226 of a share of Regions common stock.
(4) At the effective time of the merger of West Carroll Bancshares, Inc.
("West Carroll") into Regions (the "West Carroll Effective Time"), each share
of West Carroll common stock issued and outstanding at the West Carroll
Effective Time, with certain exceptions, will be converted into 4 shares of
Regions common stock.
(5) At the effective time of the merger of Gulf South Bancshares, Inc.
("Gulf South") into Regions (the "Gulf South Effective Time"), each share of
Gulf South common stock issued and outstanding at the Gulf South Effective
Time, with certain exceptions, will be converted into .4817 of a share of
Regions common stock.
<PAGE> 4
If all of the Pending Acquisitions had been consummated on September
30, 1996, based on September 30, 1996 pro forma financial information, Regions'
total consolidated assets would have increased by approximately $1.0 billion to
approximately $19.7 billion; its total consolidated deposits would have
increased by approximately $845 million to approximately $16.0 billion; and its
total consolidated stockholders' equity would have increased by approximately
$82 million to approximately $1.6 billion.
Consummation of the Pending Acquisitions is subject to the approval of
certain regulatory agencies and of the stockholders of the institutions to be
acquired and to the effectiveness of the registration statements filed or to be
filed with the Securities and Exchange Commission. Moreover, the closing of
each transaction is subject to various contractual conditions precedent. No
assurance can be given that the conditions precedent to consummating the
Pending Acquisitions will be satisfied in a manner that will result in the
consummation of all of the Pending Acquisitions.
Regions has purchased, in the open market, 260,000 shares of Regions
Common Stock to be issued in the Allied transaction.
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. Recent business combinations in the banking industry typically have
involved the payment of a premium over book and market values. This practice
could result in dilution of book value and net income per share for the
acquirer.
Included as an exhibit to this Current Report, and incorporated herein
by reference, is certain unaudited pro forma financial information of Regions
as of September 30, 1996, prepared in accordance with Regulation S-X, giving
effect to the above-discussed acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Unaudited Pro Forma Financial Information of Regions
Financial Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ ROBERT P. HOUSTON
---------------------
Title: Executive Vice President and Comptroller
----------------------------------------
Date: November 20, 1996
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- ----------
<S> <C> <C>
99 Unaudited Pro Forma Financial Information
of Regions Financial Corporation ..............
</TABLE>
<PAGE> 1
EXHIBIT 99
Unaudited Pro Forma Financial Information
The following unaudited pro forma combined condensed statement of condition as
of September 30, 1996, gives effect to (i) the acquisitions of Allied and West
Carroll by Regions, assuming such acquisitions are accounted for as poolings of
interests, and (ii) the acquisitions of Florida First and Gulf South, assuming
such acquisitions are treated as purchases for accounting purposes, as if all
such transactions had been consummated on September 30, 1996.
The following unaudited pro forma combined condensed statements of income for
the nine months ended September 30, 1996, and year ended December 31, 1995,
give effect to (i) the acquisitions of Allied and West Carroll by Regions,
assuming such acquisitions are accounted for as poolings of interests, and (ii)
the acquisitions of Florida First and Gulf South, assuming such acquisitions are
treated as purchases for accounting purposes, as if all such transactions had
been consummated on January 1, 1995.
The following unaudited pro forma combined condensed statements of income for
the years ended December 31, 1994 and 1993, give effect to the acquisitions of
West Carroll and Allied by Regions, assuming such acquisitions are accounted
for as poolings of interests and had been consummated on January 1, 1993.
The unaudited pro forma combined condensed financial statements are presented
for information purposes only and are not necessarily indicative of the
combined financial position or results of operations which would actually have
occurred if the transactions had been consummated at the date and for the
periods indicated or which may be obtained in the future.
<PAGE> 2
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Condition
As of September 30, 1996
(in thousands)
<TABLE>
<CAPTION>
Adjustments Regions and
West Florida Increase All Acquisitions
Regions Allied Carroll First Gulf South (Decrease) Pro Forma Combined
------- ------ ------- ----- ---------- ---------- ------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 791,284 $ 26,386 $ 6,444 $ 5,197 $ 3,504 $ 832,815
Interest-bearing deposits in other banks 46,187 316 2,459 29,755 78,717
Investment securities 2,125,025 500 2,125,525
Securities available for sale 1,880,650 175,869 33,099 82,623 16,377 $ (9,064) a 2,140,430
(39,124) e
Trading account assets 14,693 14,693
Mortgage loans held for sale 126,862 2,336 129,198
Federal funds sold and securities
purchased under agreements to resell 78,085 16,420 3,700 98,205
Loans, net of unearned income 13,032,238 305,773 81,166 170,630 29,483 13,619,290
Allowance for loan losses (178,435) (3,879) (547) (3,473) (443) (186,777)
Premises and equipment, net 273,278 13,653 867 4,381 921 293,100
Other real estate 9,853 3,218 16 240 13,327
Excess purchase price 176,927 13,487 3,684 d 212,425
18,327 e
Due from customers on acceptances 11,662 11,662
Other assets 343,115 6,151 1,716 5,555 851 357,388
----------- -------- -------- -------- ------- --------- -----------
TOTAL ASSETS $18,731,424 $557,394 $125,220 $297,244 $54,893 $(26,177) $19,739,998
=========== ======== ======== ======== ======= ========= ===========
<CAPTION>
Adjustments Regions and
West Florida Increase All Acquisitions
Regions Allied Carroll First Gulf South (Decrease) Pro Forma Combined
------- ------ ------- ----- ---------- ---------- ------------------
LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing deposits $ 2,111,852 $ 62,188 $ 18,730 $ 10,091 $14,785 $ 2,217,646
Interest-bearing deposits 13,075,098 380,286 91,558 233,604 33,858 13,814,404
Federal funds purchased and securities
sold under agreements to repurchase 1,342,771 1,342,771
Other borrowed funds 470,924 37,828 27,521 536,273
Bank acceptances outstanding 11,662 11,662
Other liabilities 164,377 9,008 1,032 5,231 870 180,518
----------- -------- -------- -------- ------- -----------
Total Liabilities 17,176,684 489,310 111,320 276,447 49,513 18,103,274
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Adjustments Regions and
West Florida Increase All Acquisitions
Regions Allied Carroll First Gulf South (Decrease) Pro Forma Combined
------- ------ ------- ----- ---------- ---------- ------------------
STOCKHOLDER'S EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
Common stock $ 39,257 $ 12,655 $ 152 $ 34 $ 394 $(11,034) b $ 41,258
228 c
(394) d
(34) e
Surplus 519,144 47,446 736 16,222 2,728 (1,578) b 565,520
(228) c
(2,728) d
(16,222) e
Undivided profits 1,012,331 7,976 12,951 4,790 2,466 (2,466) d 1,033,258
(4,790) e
Less: Treasury and unearned
restricted stock (15,210) (256) (76) (9,064) a (2,854)
256 b
12,356 b
9,064 d
76 d
Unrealized (loss) gain on
securities available for sale, net (782) 263 61 (249) (132) 132 d (458)
of taxes 249 e
----------- -------- -------- -------- ------- -------- -----------
Total Stockholders' Equity 1,554,740 68,084 13,900 20,797 5,380 (26,177) 1,636,724
----------- -------- -------- -------- ------- -------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $18,731,424 $557,394 $125,220 $297,244 $54,893 $(26,177) $19,739,998
=========== ======== ======== ======== ======= ======== ===========
</TABLE>
See notes to the unaudited pro forma combined condensed statement of condition.
<PAGE> 4
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition
a) To reflect the purchase, in the open market, of 187,863 shares of
Regions Common Stock, at $48.25 per share, to be reissued in the
Gulf South transaction.
b) To reflect the issuance of 2,854,285 shares of Regions Common Stock to
effect the Allied transaction. The Allied transaction will be
accounted for as a pooling of interests, therefore the effect upon
stockholders' equity will be to increase Regions stockholders' equity
by the total equity of Allied. The unaudited pro forma financial
statements have been prepared assuming Regions will issue 260,000
shares of Regions Common Stock from treasury and 2,594,285 newly
issued shares in exchange for all the outstanding shares of Allied. A
reclassification from common stock to surplus results from the
issuance of the shares.
c) To reflect the issuance of 608,000 shares of Regions Common Stock to
effect the West Carroll transaction. The West Carroll transaction will
be accounted for as a pooling of interests, therefore the effect upon
stockholders' equity will be to increase Regions stockholders' equity
by the total equity of West Carroll. The unaudited pro forma financial
statements have been prepared assuming Regions will issue 608,000
shares of Regions Common Stock in exchange for all the outstanding
shares of West Carroll. A reclassification from surplus to common
stock results from the issuance of the shares.
d) To reflect the elimination of Gulf South's capital accounts in
accordance with purchase accounting, and corresponding exchange of
187,863 shares of Regions Common Stock for all the outstanding shares
of Gulf South common stock, assuming a market price of $48.25 per share
for Regions Common Stock. The Regions Common Stock exchanged is
reflected as being issued from treasury stock.
e) To reflect the elimination of Florida First's capital accounts in
accordance with purchase accounting, and corresponding payment of
$39.1 million for all the outstanding shares of Florida First common
stock.
<PAGE> 5
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Nine months ended September 30, 1996
<TABLE>
<CAPTION>
Adjustments Regions and
(in thousands, except per share amounts) West Florida Increase All Acquisitions
Regions Allied Carroll First Gulf South (Decrease) Pro Forma Combined
------- ------ ------- ----- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $1,029,151 $33,017 $8,237 $16,707 $3,417 $(2,973) a $1,087,556
Interest expense 508,573 15,005 3,230 9,528 864 537,200
---------- ------- ------ ------- ------ ------- ----------
Net interest income 520,578 18,012 5,007 7,179 2,553 (2,973) 550,356
Provision for loan losses 21,734 800 285 162 22,981
Non-interest income 163,018 4,181 838 1,654 777 170,468
Non-interest expense 415,955 13,386 2,843 7,121 1,990 917 b 442,212
---------- ------- ------ ------- ------ ------- ----------
Income before income taxes 245,907 8,007 2,717 1,712 1,178 (3,890) 255,631
Applicable income taxes 81,022 2,564 879 646 413 (1,041) c 84,483
---------- ------- ------ ------- ------ ------- ----------
Net Income $ 164,885 $ 5,443 $1,838 $ 1,066 $ 765 $(2,849) $ 171,148
========== ======= ====== ======= ====== ======= ==========
Earnings per common share $ 2.66 $ 2.63
========== ==========
Average common shares outstanding (d) 61,980 2,593 608 65,181
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 6
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Twelve months ended December 31, 1995
<TABLE>
<CAPTION>
Adjustments Regions and
(in thousands, except per share amounts) West Florida Increase All Acquisitions
Regions Allied Carroll First Gulf South (Decrease) Pro Forma Combined
------- ------ ------- ----- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $1,259,600 $43,637 $10,431 $21,589 $4,453 $(3,899) a $1,335,811
Interest expense 635,336 19,455 3,660 12,898 1,171 672,520
---------- ------- ------- ------- ------ ------- ----------
Net interest income 624,264 24,182 6,771 8,691 3,282 (3,899) 663,291
Provision for loan losses 30,271 700 250 10 (141) 31,090
Non-interest income 187,406 5,594 925 2,235 1,175 197,335
Non-interest expense 487,461 15,724 3,668 7,059 3,029 1,223 b 518,164
---------- ------- ------- ------- ------ ------- ----------
Income before income taxes 293,938 13,352 3,778 3,857 1,569 (5,122) 311,372
Applicable income taxes 96,109 4,190 1,275 1,446 392 (1,365) c 102,047
---------- ------- ------- ------- ------ ------- ----------
Net Income $ 197,829 $ 9,162 $ 2,503 $ 2,411 $1,177 $(3,757) $ 209,325
========== ======= ======= ======= ====== ======= ==========
Earnings per common share $ 3.21 $ 3.23
========== ==========
Average common shares outstanding (d) 61,670 2,591 608 64,869
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 7
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Twelve months ended December 31, 1994
<TABLE>
<CAPTION>
Adjustments Regions and
(in thousands, except per share amounts) West Increase All Acquisitions
Regions Allied Carroll (Decrease) Pro Forma Combined
------- ------ ------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Interest income $991,693 $35,724 $8,208 $(783) a $1,034,842
Interest expense 436,157 13,846 2,552 452,555
-------- ------- ------ ----- ----------
Net interest income 555,536 21,878 5,656 (783) 582,287
Provision for loan losses 20,580 489 (30) 21,039
Non-interest income 172,049 5,050 805 177,904
Non-interest expense 442,376 15,879 3,449 461,704
-------- ------- ------ ----- ----------
Income before income taxes 264,629 10,560 3,042 (783) 277,448
Applicable income taxes 84,109 3,020 753 (274) c 87,608
-------- ------- ------ ----- ----------
Net income $180,520 $ 7,540 $2,289 $(509) $ 189,840
======== ======= ====== ===== ==========
Earnings per common share $ 3.10 $ 3.10
======== ==========
Average common shares outstanding (d) 58,206 2,430 608 61,244
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 8
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Twelve months ended December 31, 1993
<TABLE>
<CAPTION>
Adjustments Regions and
(in thousands, except per share amounts) West Increase All Acquisitions
Regions Allied Carroll (Decrease) Pro Forma Combined
------- ------ ------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Interest income $746,544 $33,363 $6,947 $(860) a $785,994
Interest expense 296,195 13,134 2,157 311,486
-------- ------- ------ ----- --------
Net interest income 450,349 20,229 4,790 (860) 474,508
Provision for loan losses 24,695 520 (151) 25,064
Non-interest income 170,149 5,071 857 176,077
Non-interest expense 383,130 13,689 2,724 399,543
-------- ------- ------ ----- --------
Income before income taxes 212,673 11,091 3,074 (860) 225,978
Applicable income taxes 66,169 3,222 903 (301) c 69,993
-------- ------- ------ ----- --------
Income before extraordinary item $146,504 $ 7,869 $2,171 $(559) $155,985
======== ======= ====== ===== ========
Earnings per common share $ 2.81 $ 2.83
======== ========
Average common shares outstanding (d) 52,153 2,364 608 55,125
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 9
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statements of Income
a) To reflect elimination of interest income that would have been
foregone on the securities used to fund the purchase of the Regions
Common Stock to be issued in the Allied and Gulf South transactions
and to provide the cash paid in the Florida First transaction.
b) To reflect amortization, over 18 years, of excess purchase price
resulting from acquisitions.
c) To reflect the income tax provision related to adjustments to income
arising out of the acquisition transactions.
d) Pro forma earnings per share are based on the weighted average number
of shares outstanding for the period adjusted for the applicable
exchange ratio.
