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Previous: INVESCO DYNAMICS FUND INC /, 24F-2NT, 1996-06-26 |
Next: VANGUARD INDEX TRUST, 485BPOS, 1996-06-26 |
<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): June 26, 1996
REGIONS FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-6159 63-0589368
- --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
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 three months of 1996, Regions has consummated, in
addition to the combination with First National Bancorp, the acquisitions of
(i) Metro Financial Corporation ("Metro"), located in Atlanta, Georgia and (ii)
Enterprise National Bank of Atlanta ("Enterprise"), located in Atlanta,
Georgia.
Since March 31, 1996 Regions has consummated the acquisition of First
Federal Bank of Northwest Georgia, Federal Savings Bank ("First Federal"),
located in Cedartown, Georgia, which added approximately $94 million in assets
to Regions' consolidated balance sheet, and which resulted in the issuance of
388,677 shares of Regions common stock having an approximate value of $17
million, computed as of the date of consummation of the First Federal
acquisition. Regions has accounted for the First Federal acquisition as a
pooling of interests.
In addition, as of the date of this Current Report, Regions has pending
seven additional acquisitions (the "Pending Acquisitions") in Georgia,
Louisiana, and Florida, certain aspects of which transactions are set forth in
the following table.
<PAGE> 3
PENDING ACQUISITIONS
<TABLE>
<CAPTION>
CONSIDERATION
-----------------
APPROXIMATE ANTICIPATED
-------------------------- ACCOUNTING
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT
--------------------------------- ---------- ----- ---- ------------
(In millions)
<S> <C> <C> <C> <C>
First Gwinnett Bancshares, Inc., located $ 68 $ 13 Regions Purchase
in Norcross, Georgia (the "First Gwinnett Common
Acquisition")(2) Stock
Delta Bank & Trust Company, located in Belle 197 34 Regions Purchase
Chasse, Louisiana (the "Delta Acquisition")(3) Common
Stock
American Bancshares of Houma, Inc., located in 89 17 Regions Purchase
Houma, Louisiana (the "ABH Acquisition")(4) Common
Stock
Rockdale Community Bank, located in Conyers, 48 13 Regions Purchase
Georgia (the "Rockdale Acquisition")(5) Common
Stock
Florida First Bancorp, Inc. located 304 40 Cash Purchase
in Panama City, Florida (the "Florida
First Acquisition")(6)
Allied Bankshares, Inc., located in Thomson, 562 136 Regions Pooling
Georgia (the "Allied Acquisition")(7) Common of
Stock Interests
West Carroll Bancshares, Inc., located in Oak Regions Pooling
Grove, Louisiana (the "West Carroll Acquisition") 121 29 Common of
(8) Stock Interests
____ ____
Totals.................................. $1,389 $ 282
====== =====
</TABLE>
(1) Calculated as of the date of announcement of such transactions.
(2) At the effective time of the merger of First Gwinnett Bancshares, Inc.
("First Gwinnett") with and into Regions (the "First Gwinnett Effective Time"),
each share of First Gwinnett common stock issued and outstanding at the First
Gwinnett Effective Time, with certain exceptions, will be converted into 1.1336
shares of Regions common stock.
(3) At the effective time of the merger of Delta Bank & Trust Company
("Delta") into Regions Bank of Louisiana, Regions' Louisiana banking subsidiary
(the "Delta Effective Time"), each share of Delta common stock issued and
outstanding at the Delta Effective Time, with certain exceptions, will be
converted into 2.2568 shares of Regions common stock, subject to possible
adjustment in the event the average closing price of Regions common stock for a
specified period is less than $34.00 or greater than $46.00, and an additional
cash payment of up to $4.51 in the event such average closing price is less than
$40.00.
(4) At the effective time of the merger of American Bancshares of Houma, Inc.
("ABH") into Regions (the "ABH Effective Time"), each share of ABH common stock
issued and outstanding at the ABH Effective Time, with certain exceptions, will
be converted into 1.66 shares of Regions common stock.
(5) At the effective time of the merger of Rockdale Community Bank
("Rockdale") into Regions Bank, Regions' principal Georgia banking subsidiary
(the "Rockdale Effective Time"), each share of Rockdale common stock issued and
outstanding at the Rockdale Effective Time, with certain exceptions, will be
converted into .515116 of a share of Regions common stock, subject to
<PAGE> 4
possible adjustment in the event the average closing price of Regions common
stock for a specified period is less than $33.70.
(6) At the effective time of the merger of Florida First Bancorp, Inc.
("Florida First") with and 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.
(7) 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.
(8) 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.
If the First Federal Acquisition and all of the Pending Acquisitions had
been consummated on March 31, 1996, based on March 31, 1996 pro forma financial
information, Regions' total consolidated assets would have increased by
approximately $1.5 billion to approximately $19.0 billion; its total
consolidated deposits would have increased by approximately $1.2 billion to
approximately $15.4 billion; and its total consolidated stockholders' equity
would have increased by approximately $96 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, 1.8 million shares of Regions
Common Stock to be issued in the First Gwinnett Acquisition, the Delta
Acquisition, the ABH Acquisition, and the Rockdale Acquisition.
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 March 31, 1996, prepared in accordance with Regulation S-X, giving effect
to the above-discussed acquisitions.
<PAGE> 5
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: June 26, 1996
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- -----------
<S> <C>
99 Unaudited Pro Forma Financial Information
of Regions Financial Corporation ..............
</TABLE>
<PAGE> 1
Unaudited Pro Forma Financial Information
The following unaudited pro forma combined condensed statement of condition as
of March 31, 1996, gives effect to (i) the acquisitions of First Federal, West
Carroll and Allied by Regions, assuming such acquisitions are accounted for as
poolings of interests, and (ii) the acquisitions of First Gwinnett, Delta,
ABH, Rockdale and Florida First, assuming such acquisitions are treated as
purchases for accounting purposes, as if all such transactions had been
consummated on March 31, 1996.
The following unaudited pro forma combined condensed statements of income for
the three months ended March 31, 1996, and year ended December 31, 1995, give
effect to (i) the acquisitions of First Federal, West Carroll and Allied by
Regions, assuming such acquisitions are accounted for as poolings of interests,
and (ii) the acquisitions of First Gwinnett, Delta, ABH, Rockdale and
Florida First, 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
First Federal, 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 March 31, 1996
<TABLE>
<CAPTION>
(in thousands)
First First Florida
ASSETS Regions Gwinnett Delta ABH Rockdale Federal First
------- -------- ----- ---------- -------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 578,339 $ 4,547 $ 11,081 $ 5,224 $ 3,552 $ 286 $ 4,899
Interest-bearing deposits in other banks 86,900 3,460 100 6,948 9,696
Investment securities 1,925,152 1,519 40,645 24,876 5,718 20,351 72,058
Securities available for sale 2,195,845 9,044 41,102 3,502 7,647 720 33,338
Trading account assets 9,551
Mortgage loans held for sale 163,574 3,175
Federal funds sold and securities
purchased under agreements to resell 87,495 1,650 4,375 3,730
Loans, net of unearned income 11,864,356 46,096 89,517 53,520 25,786 63,775 174,185
Allowance for loan losses (167,066) (479) (1,121) (1,089) (429) (684) (3,734)
Premises and equipment, net 259,924 1,787 4,889 2,027 1,496 958 4,334
Other real estate 11,126 67 415 8 105 589 572
Excess purchase price 134,190 160 195
Due from customers on acceptances 49,663
Other assets 332,373 705 5,966 1,047 288 641 5,517
----------- ------- -------- ------- ------- ------- --------
TOTAL ASSETS $17,531,422 $68,396 $197,129 $89,310 $47,893 $93,584 $304,040
=============================================================================
</TABLE>
<TABLE>
<CAPTION>
Regions, First
Federal and
Adjustments Pending
West Increase Acquisitions
ASSETS Carroll Allied (Decrease) Pro Forma Combined
------- ------ ---------- ------------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 6,475 $ 20,334 $ 634,737
Interest-bearing deposits in other banks 10,022 318 117,444
Investment securities 2,090,319
Securities available for sale 31,496 194,111 $(84,623)a 2,392,872
(39,310)f
Trading account assets 9,551
Mortgage loans held for sale 166,749
Federal funds sold and securities
purchased under agreements to resell 6,180 103,430
Loans, net of unearned income 70,883 308,258 12,696,376
Allowance for loan losses (565) (4,240) (179,407)
Premises and equipment, net 772 13,741 289,928
Other real estate 22 12,904
Excess purchase price 14,158 8,222 b 215,837
22,643 c
11,973 d
6,055 e
18,241 f
Due from customers on acceptances 49,663
Other assets 1,584 8,870 356,991
-------- -------- -------- -----------
TOTAL ASSETS $120,689 $561,730 $(56,799) $18,957,394
=========================================================
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
First First Florida
LIABILITIES AND STOCKHOLDERS' EQUITY Regions Gwinnett Delta ABH Rockdale Federal First
------- -------- ----- ---------- -------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing deposits $ 1,888,099 $13,384 $ 43,410 $17,573 $ 8,546 $ 798 $ 9,936
Interest-bearing deposits 12,294,508 46,360 131,608 61,721 32,111 79,748 239,359
Federal funds purchased and securities
sold under agreements to repurchase 1,080,851 2,529 459
Other borrowed funds 545,302 30,721
Bank acceptances outstanding 49,663
Other liabilities 190,209 795 3,358 753 243 1,572 2,955
----------- ------- -------- ------- ------- ------- --------
Total Liabilities 16,048,632 60,539 180,905 80,506 40,900 82,118 282,971
</TABLE>
<TABLE>
<CAPTION>
Regions, First
Federal and
Adjustments Pending
West Increase Acquisitions
LIABILITIES AND STOCKHOLDERS' EQUITY Carroll Allied (Decrease) Pro Forma Combined
------- ------ ---------- ------------------
<S> <C> <C> <C>
Non-interest bearing deposits $ 17,697 $ 49,361 $ 2,048,804
Interest-bearing deposits 89,462 378,889 13,353,766
Federal funds purchased and securities
sold under agreements to repurchase 4,600 1,088,439
Other borrowed funds 60,946 636,969
Bank acceptances outstanding 49,663
Other liabilities 902 200,787
-------- -------- -----------
Total Liabilities 108,061 493,796 17,378,428
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
(in thousands)
First First Florida
Regions Gwinnett Delta ABH Rockdale Federal First
------- -------- ----- ---------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Common stock 38,866 293 1,872 776 2,618 3 34
Surplus 514,380 5,712 4,064 4,263 2,618 2,723 16,130
Undivided profits 928,628 1,838 10,426 4,681 1,829 8,785 4,875
Less: Treasury and unearned restricted stock (2,908) (36) (934)
Unrealized gain (loss) on securities AFS, net
of taxes 3,824 50 (138) 18 (72) (45) 30
Total Stockholders' Equity 1,482,790 7,857 16,224 8,804 6,993 11,466 21,069
----------- ------- -------- ------- ------- ------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,531,422 $68,396 $197,129 $89,310 $47,893 $93,584 $304,040
==============================================================================
<CAPTION>
Regions, First
Federal and
Adjustments Pending
West Increase Acquisitions
Carroll Allied (Decrease) Pro Forma Combined
------- ------ ---------- ------------------
<C> <C> <C> <C>
Common stock 152 12,655 ($293)b 41,294
(1,872)c
(776)d
(2,618)e
22 e
(34)f
240 g
228 h
(10,872)i
Surplus 736 47,448 (5,712)b 579,469
453 b
(4,064)c
1,094 c
(4,263)d
585 d
(2,618)e
1,994 e
(16,130)f
(240)g
(288)h
10,524 i
Undivided profits 11,662 6,974 (1,838)b 956,049
(10,426)c
(4,681)d
(1,829)e
(4,875)f
Less: Treasury and unearned restricted stock (348) (84,623)a (2,908)
36 b
15,626 b
37,773 c
934 d
20,192 d
11,032 e
348 i
Unrealized gain (loss) on securities AFS, net
of taxes 78 1,205 (50)b 5,062
138 c
(18)d
72 e
(30)f
-------- -------- -------- -----------
Total Stockholders' Equity 12,628 67,934 (56,799) 1,578,966
-------- -------- -------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $120,689 $561,730 $(56,799) $18,957,394
======== ==============================================
</TABLE>
See notes to the unaudited pro forma combined condensed statement of condition.
<PAGE> 5
Regions Financial Corporation
Notes to Unaudited Pro Forma Combined Condensed Statement of Condition
a) To reflect the purchase, in the open market, of 1,800,000 shares of Regions
common stock, at $47.0125 per share, to be reissued in the First Gwinnett,
Delta, ABH and Rockdale transactions.
b) To reflect the elimination of First Gwinnett's capital accounts in
accordance with purchase accounting, and corresponding exchange of 332,377
shares of Regions common stock for all the outstanding shares of First
Gwinnett common stock, assuming a market price of $48.375 per share for Regions
common stock. The Regions common stock exchanged is reflected as being issued
from treasury stock.
c) To reflect the elimination of Delta's capital accounts in accordance with
purchase accounting, and corresponding exchange of 803,462 shares of Regions
common stock for all the outstanding shares of Delta common stock, assuming a
market price of $48.375 per share for Regions common stock. The Regions common
stock exchanged is reflected as being issued from treasury stock.
d) To reflect the elimination of ABH capital accounts in accordance with
purchase accounting, and corresponding exchange of 429,503 shares of Regions
common stock for all the outstanding shares of ABH common stock, assuming a
market price of $48.375 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 Rockdale's capital accounts in accordance with
purchase accounting, and corresponding exchange of 269,722 shares of Regions
common stock for all the outstanding shares of Rockdale common stock, assuming
a market price of $48.375 per share for Regions common stock. Of the Regions
common stock exchanged 234,658 shares are reflected as being issued from
treasury stock with the remainder as newly issued shares.
f) To reflect the elimination of Florida First's capital accounts in accordance
with purchase accounting, and corresponding payment of $39.3 million for all
the outstanding shares of Florida First common stock.
g) To reflect the issuance of 388,677 shares of Regions common stock to
effect the First Federal transaction. The First Federal transaction will be
accounted for as a pooling of interests, therefore the effect upon
stockholders' equity will be to increase Regions stockholders' equity by the
total equity of First Federal. The unaudited pro forma financial statements
have been prepared based on Regions' issuance of 388,677 shares of Regions
common stock in exchange for all the outstanding shares of First Federal. A
reclassification from common stock to surplus resulted from the issuance of the
shares.
h) 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.
i) To reflect the issuance of 2,852,258 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 proforma financial statements have been prepared assuming Regions
will issue 2,852,258 shares of Regions common stock in exchange for all the
outstanding shares of Allied. A reclassification from common stock to surplus
results from the issuance of the shares.
<PAGE> 6
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Three months ended March 31, 1996
<TABLE>
<CAPTION>
(in thousands, except per share amounts) First First Florida West
Regions Gwinnett Delta ABH Rockdale Federal(e) First Carroll Allied
------- -------- ----- ---------- -------- ---------- ----- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $329,005 $1,344 $3,541 $1,625 $921 $1,747 $5,668 $2,629 $11,106
Interest expense 165,119 580 1,245 615 362 1,021 3,252 1,060 5,249
-------- ------ ------ ------ ---- ------ ------ ------ -------
Net interest income 163,886 764 2,296 1,010 559 726 2,416 1,569 5,857
Provision for loan losses 6,874 30 150 196 75
Non-interest income 55,682 68 646 351 58 113 556 275 1,301
Non-interest expense 135,008 436 2,062 776 295 424 1,778 907 3,833
-------- ------ ------ ------ ---- ------ ------ ------ -------
Income before income taxes 77,686 366 730 585 322 219 1,194 862 3,325
Applicable income taxes 24,892 130 211 197 116 62 449 270 1,064
-------- ------ ------ ------ ---- ------ ------ ------ -------
Net Income $ 52,794 $ 236 $ 519 $ 388 $206 $ 157 $ 745 $ 592 $ 2,261
========================================================================================
Earnings per common share $ 0.85
========
Average common shares outstanding (d) 61,985 389 608 2,851
<CAPTION>
Regions, First
Adjustments Federal and
Increase Pending Acquisitions
(Decrease) Pro Forma Combined
---------- ------------------
<S> <C> <C>
Interest income $(2,006) a $355,580
Interest expense 178,503
------- --------
Net interest income (2,006) 177,077
Provision for loan losses 7,325
Non-interest income 59,050
Non-interest expense 932 b 146,451
------- --------
Income before income taxes (2,938) 82,351
Applicable income taxes (702) c 26,689
------- --------
Net Income $(2,236) $ 55,662
======= ========
Earnings per common share $ 0.85
========
Average common shares outstanding (d) 35 65,868
</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, 1995
<TABLE>
<CAPTION>
(in thousands, except per share amounts) First First Florida West
Regions Gwinnett Delta ABH Rockdale Federal(e) First Carroll Allied
------- -------- ----- ---------- -------- ---------- ----- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $1,259,600 $5,076 $14,585 $6,127 $3,606 $6,426 $21,589 $10,431 $43,637
Interest expense 635,336 2,139 4,884 2,425 1,306 3,781 12,898 3,660 19,455
---------- ------ ------- ------ ------ ------ ------- ------- -------
Net interest income 624,264 2,937 9,701 3,702 2,300 2,645 8,691 6,771 24,182
Provision for loan losses 30,271 120 20 10 250 700
Non-interest income 187,406 260 1,956 1,326 195 536 2,235 925 5,594
Non-interest expense 487,461 1,894 9,217 3,529 1,100 1,727 7,059 3,668 15,724
---------- ------ ------- ------ ------ ------ ------- ------- -------
Income before income taxes 293,938 1,183 2,440 1,499 1,375 1,454 3,857 3,778 13,352
Applicable income taxes 96,109 439 787 470 511 483 1,446 1,275 4,190
---------- ------ ------- ------ ------ ------ ------- ------- -------
Net Income $ 197,829 $ 744 $ 1,653 $1,029 $ 864 $ 971 $ 2,411 $ 2,503 $ 9,162
=======================================================================================
Earnings per common share $ 3.21
==========
Average common shares outstanding (d) 61,670 386 608 2,851
<CAPTION>
Regions, First
Adjustments Federal and
Increase Pending Acquisitions
(Decrease) Pro Forma Combined
---------- ------------------
<S> <C> <C>
Interest income $ (7,982) a $1,363,095
Interest expense 685,884
-------- ----------
Net interest income (7,982) 677,211
Provision for loan losses 31,371
Non-interest income 200,433
Non-interest expense 3,730 b 535,109
-------- ----------
Income before income taxes (11,712) 311,164
Applicable income taxes (2,793) c 102,917
-------- ----------
Net Income $ (8,919) $ 208,247
======== ==========
Earnings per common share $ 3.18
==========
Average common shares outstanding (d) 35 65,550
</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, 1994
<TABLE>
<CAPTION>
First West
Regions Federal(e) Carroll Allied
------- ---------- ------- ------
<S> <C> <C> <C> <C>
Interest income $991,693 5,518 $8,208 $35,724
Interest expense 436,157 2,653 2,552 13,846
-------- ------ ------ ------
Net interest income 555,536 2,865 5,656 21,878
Provision for loan losses 20,580 (77) (30) 489
Non-interest income 172,049 415 805 5,050
Non-interest expense 442,376 1,355 3,449 15,879
-------- ------ ------ ------
Income before income taxes 264,629 2,002 3,042 10,560
Applicable income taxes 84,109 602 753 3,020
-------- ------ ------ ------
Net income $180,520 $1,400 $2,289 $ 7,540
==============================================
Earnings per common share $ 3.10
========
Average common shares outstanding (d) 58,206 386 608 2,690
<CAPTION>
Regions and All
Pooling-of-Interests Acquisitions
Pro Forma Combined
------------------
<S> <C>
Interest income $1,041,143
Interest expense 455,208
----------
Net interest income 585,935
Provision for loan losses 20,962
Non-interest income 178,319
Non-interest expense 463,059
----------
Income before income taxes 280,233
Applicable income taxes 88,484
----------
Net income $ 191,749
==========
Earnings per common share $ 3.10
==========
Average common shares outstanding (d) 61,890
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 9
Regions Financial Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
Twelve months ended December 31, 1993
<TABLE>
<CAPTION>
(in thousands, except per share amounts) First West
Regions Federal(e) Carroll Allied
------- ---------- ------- ------
<S> <C> <C> <C> <C>
Interest income $746,544 $5,508 $6,947 $33,363
Interest expense 296,195 2,706 2,157 13,134
-------- ------ ------ -------
Net interest income 450,349 2,802 4,790 20,229
Provision for loan losses 24,695 (102) (151) 520
Non-interest income 170,149 797 857 5,071
Non-interest expense 383,130 1,453 2,724 13,689
-------- ------ ------ -------
Income before income taxes 212,673 2,248 3,074 11,091
Applicable income taxes 66,169 731 903 3,222
-------- ------ ------ -------
Income before extraordinary item $146,504 $1,517 $2,171 $ 7,869
======== ====== ====== =======
Earnings per common share $ 2.81
========
Average common shares outstanding (d) 52,153 364 608 2,624
<CAPTION>
Regions and All
Pooling-of-Interests Acquisitions
Pro Forma Combined
------------------
<S> <C>
Interest income $792,362
Interest expense 314,192
--------
Net interest income 478,170
Provision for loan losses 24,962
Non-interest income 176,874
Non-interest expense 400,996
--------
Income before income taxes 229,086
Applicable income taxes 71,025
--------
Income before extraordinary item $158,061
========
Earnings per common share $ 2.84
========
Average common shares outstanding (d) 55,749
</TABLE>
See notes to the unaudited pro forma combined condensed statements of income.
<PAGE> 10
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 purchase acquisitions 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.
e) First Federal's fiscal year end is September 30. In order to conform with
Regions' fiscal year end the statement of income for the subsequent
interim period was added to First Federal's year end information and the
comparable preceding year interim period results were deducted.
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