<PAGE> 1
As filed with the Securities and Exchange Commission on June 5, 1996
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
--------------------
Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
417 North 20th Street, Birmingham, AL 35203
(Address of Principal Executive Offices) (Zip Code)
Stock Options Assumed in Acquisition of Metro Financial Corporation
(Full Title of Plan)
--------------------
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(Name and address of agent for service)
(205) 326-7860
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
Copies to:
Charles C. Pinckney
Lange, Simpson, Robinson & Somerville
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
--------------------
--------------------
<TABLE>
<CAPTION>
CALCULATION OF
REGISTRATION FEE
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share* offering price** registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 78,466 $20.04 $914,869.90 $315.47
value $.625 per share
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Maximum option exercise price of stock options with exercise prices in the
range from $8.70 to $20.04.
** Calculated pursuant to Rule 457(h) based on the option exercise prices and
number of shares issuable at each price.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:
a. Form 10-K Annual Report to the Securities and Exchange
Commission, for the year ended December 31, 1995.
b. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for the
period since December 31, 1995, consisting of Form 10-C filed
by Regions on March 11, 1996, Form 8-K filed by Regions on
March 15, 1996, and Amendment No. 1 thereto filed by Regions
on March 28, 1996, Form 10-Q for the three months ended March
31, 1996, and Form 8-K filed by Regions on June 4, 1996.
c. The description of Regions Common Stock under the heading
"Item 1. Capital Stock to be Registered" in the registration
statement on Form 8-A of Regions relating to Regions Common
Stock and in any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed pursuant to Sections 13, 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable to this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville, 417
North 20th Street, Birmingham, Alabama, 35203. Henry E. Simpson, partner of
the firm, is a director of Regions. As of June 4, 1996, attorneys in the law
firm of Lange, Simpson, Robinson & Somerville owned an aggregate of 118,845
shares of Regions Common Stock.
ITEM 6. 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."
<PAGE> 3
Section 145 of the Delaware General Corporation law empowers the Company
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 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.
<PAGE> 4
"(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 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.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
<PAGE> 5
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
The Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Restricted securities were issued in February and March 1996 to two
holders of Metro Financial Corporation ("Metro") stock options assumed by
Regions in a merger with Metro, upon exercise of such options, as follows:
Lynn Center - 4,877 shares.
Lee Ulmer - 285 shares.
These sales were exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) of such act, and various court decisions interpreting
such section, given (i) the limited number of shares and limited number of
purchasers, (ii) the information concerning Regions that had been provided to
the purchasers in the registration statement filed by Regions on Form S-4
pertaining to merger with Metro, (iii) the status of the purchasers as former
officers and key employees of Metro as bearing on their knowledge of the
features of the Metro stock option plan, (iv) the absence of any solicitation
or express or implied position by Regions encouraging the exercise of the
assumed options, and (v) the precautions taken by Regions to prevent
unregistered resales, including but not limited to (A) advice to the option
holders that the shares would be restricted and could not be resold without
registration, (B) placement of a legend on the certificates, and (C)
instructions to Regions' transfer agent.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. 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 represents a fundamental change in the
information set forth in the registration statement; and (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 such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment 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.
The undersigned Registrant further undertakes, 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
<PAGE> 6
relating to the securities offered therein, and the offering of such securities
at that time shall deemed to be the initial bona fide offering thereof.
The undersigned Registrant further undertakes 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining 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, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
C. 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 of
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.
<PAGE> 7
SIGNATURES
The Registrant. 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-8 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 June
4, 1996.
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 true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his 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 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ J. Stanley Mackin
- -------------------------- Chairman of the Board and June 4, 1996
J. Stanley Mackin Chief Executive Officer and
Director
/s/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and June 4, 1996
Richard D. Horsley Executive Financial Officer
and Director
/s/ Robert P. Houston
- -------------------------- Executive Vice President and June 4, 1996
Robert P. Houston Comptroller
/s/ Sheila S. Blair
- -------------------------- Director June 4, 1996
Sheila S. Blair
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ James B. Boone, Jr.
- -------------------------- Director June 4, 1996
James B. Boone, Jr.
/s/ William R. Boles, Sr.
- -------------------------- Director June 4, 1996
William R. Boles, Sr.
/s/ Albert P. Brewer
- -------------------------- Director June 4, 1996
Albert P. Brewer
/s/ James S.M. French
- -------------------------- Director June 4, 1996
James S.M. French
/s/ Catesby ap C. Jones
- -------------------------- Director June 4, 1996
Catesby ap C. Jones
/s/ Olin B. King
- -------------------------- Director June 4, 1996
Olin B. King
/s/ Henry E. Simpson
- -------------------------- Director June 4, 1996
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- -------------------------- Director June 4, 1996
Lee J. Styslinger, Jr.
/s/ Robert J. Williams
- -------------------------- Director June 4, 1996
Robert J. Williams
</TABLE>
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 June 4, 1996.
Stock Options Assumed in Acquisition of Metro Financial Corporation
(Plan)
By: /s/ Douglas W. Graham
Sr. Vice President, Regions Financial Corporation
-------------------------------------------------
(Signature and Title)
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description Number
<S> <C>
5.1 Opinion Re: legality, of
Lange, Simpson, Robinson &
Somerville dated June 4,
1996
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Lange, Simpson,
Robinson & Somerville --
Included in Exhibit 5.1
99.1 Reoffer Prospectus
</TABLE>
<PAGE> 1
Exhibit 5.1
LANGE, SIMPSON, ROBINSON & SOMERVILLE
417 NORTH 20TH STREET, SUITE 1700
BIRMINGHAM, ALABAMA 35203
TELEPHONE: (205) 250-5000
FACSIMILE: (205) 250-5034
June 4, 1996
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Ladies and Gentlemen:
We render this opinion as counsel for Regions Financial Corporation, a
Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under certain
stock option plans assumed by the Company in the acquisition of Metro Financial
Corporation (the "Assumed Stock Options"). We have considered the terms of the
Assumed Stock Options and the pertinent definitive acquisition agreement, and
we have examined such other documents and records as we have deemed necessary
to examine for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that, when shares of common
stock of the Company are issued upon exercise of an Assumed Stock Option and
upon payment of the consideration therefore, such shares will be duly
authorized, validly issued, fully paid and non-assessable, with no personal
liability attaching to the ownership thereof.
We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.
Yours truly,
/s/ Lange, Simpson, Robinson & Somerville
<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-8) pertaining to the stock options assumed in
the acquisition of Metro Financial Corporation by Regions Financial Corporation
and to the incorporation by reference therein of our report dated February 2,
1996 (except for the last two paragraphs of Note Q as to which the date is
March 1, 1996) and March 25, 1996, with respect to the consolidated financial
statements and supplemental consolidated financial statements, respectively, of
Regions Financial Corporation included or incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
June 3, 1996
<PAGE> 1
EXHIBIT 99.1
REOFFER PROSPECTUS
REGIONS FINANCIAL CORPORATION
COMMON STOCK
(PAR VALUE $.625)
This reoffer prospectus relates to shares of common stock, par value
$.625 per share of Regions Financial Corporation ("Regions") issued upon
exercise of stock options granted under the Metro Financial Corporation
Incentive Stock Option Plan, which was assumed by Regions as the result of the
Merger of Metro Financial Corporation into Regions.
The 2,006 shares of common stock offered hereby (the "Shares") are
being offered for the account of the selling stockholders (the "Selling
Stockholders"). Regions will not receive any proceeds from the sale of the
Shares. See "Selling Stockholders."
Regions common stock is traded on the Nasdaq National Market under the
trading symbol "RGBK". On June 4, 1996, the closing sales prices of Regions
common stock as reported on the Nasdaq National Market was $47.63 per
share.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION 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
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Reoffer Prospectus is June 5, 1996.
<PAGE> 2
TABLE OF CONTENTS
Available Information
Documents Incorporated By Reference
The Company
Selling Stockholders
Plan of Distribution
Opinions
Experts
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 Reoffer Prospectus constitutes part of a Registration Statement on
Form S-8 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 securities offered hereby.
This Reoffer 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 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. Regions
Common Stock is traded on the Nasdaq National Market. Reports, proxy
statements, and other information concerning Regions may be inspected at the
offices of the National Association of Securities Dealers, Inc. (the "NASD"),
1735 K Street, N.W., Washington, D.C. 20006.
No person is authorized to give any information or to make any
representations other than those included in this Reoffer Prospectus, and if
given or made, such information or representations must not be relied upon as
having been authorized by Regions. This Reoffer Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby in any jurisdiction to or from any person to or from whom it is unlawful
to make such an offer or solicitation. Neither the delivery of this Reoffer
Prospectus nor any distribution of securities made hereunder shall under any
circumstances create an implication that there has been no change in the
affairs of Regions since the date hereof or that the information herein is
correct as of any time subsequent to the date hereof.
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, 1995 (which includes supplemental financial statements of
Regions, giving effect to the March 1, 1996 combination of First National
2
<PAGE> 3
Bancorp with Regions, accounted for as a pooling of interests);
2. Regions Quarterly Report on Form 10-Q for the three months ended
March 31, 1996;
3. Regions' Current Report on Form 8-K dated as of March 1, 1996, and
amendment no. 1 thereto filed March 28, 1996;
4. Regions' Current Report on Form 8-K filed June 4, 1996 (which
includes management's discussion and analysis of financial condition and
results of operations of Regions, giving effect to the combination with
First National Bancorp, accounted for as a pooling of interests);
5. Regions' report on Form 10-C filed March 11, 1996; and
6. The description of Regions common stock under the heading "Item 1.
Capital Stock to be Registered" in the registration statement on Form 8-A
of Regions relating to Regions common stock and in any amendment or report
filed for the purpose of updating such description.
Regions' Annual Report on Form 10-K for the year ended December 31, 1995,
incorporates by reference specific portions of Regions' Annual Report to
Stockholders for that year (the "Regions Annual Report to Stockholders"), but
does not incorporate other portions of the Regions Annual Report to
Stockholders. Only those portions of the Regions Annual Report to Stockholders
captioned "Financial Summary & Review 1995," "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 Reoffer Prospectus shall be
deemed to be incorporated by reference in this Reoffer 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.
In particular, reference is made to the Regions' Current Report on Form 8-K,
dated March 1, 1996, and amendment no. 1 thereto filed March 28, 1996, and
Regions' Current Report on Form 8-K dated June 4, 1996, which includes
management's discussion and analysis of financial condition and results of
operations of Regions giving effect to the combination of First National
Bancorp with Regions, effected March 1, 1996, and accounted for as a pooling of
interests.
This Reoffer Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Those documents are available upon
request, without charge (except for the exhibits thereto), from Ronald C.
Jackson, Stockholder Assistance, Regions Financial Corporation, P.O. Box 1448,
Montgomery, Alabama 36102 (telephone (334) 832-8401).
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THE COMPANY
Regions is a regional bank holding company organized and existing under the
laws of the state of Delaware and headquartered in Birmingham, Alabama, with
approximately 353 banking offices located in Alabama, Florida, Georgia,
Louisiana, and Tennessee as of March 31, 1996. At that date, Regions had total
consolidated assets of approximately $17.5 billion, total consolidated deposits
of approximately $14.2 billion, and total consolidated stockholders' equity of
approximately $1.5 billion. Regions operates banking subsidiaries in Alabama,
Florida, Georgia, Louisiana, and Tennessee 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.
The following table presents information about Regions' banking operations
in the states in which its subsidiary depository institutions are located,
based on March 31, 1996 information:
<TABLE>
<CAPTION>
Number of Total Total
Banking Offices Assets Deposits
(In thousands)
<S> <C> <C> <C>
Alabama 181 $10,717,943 $8,330,187
Florida 36 1,225,590 1,102,605
Georgia 71 3,569,536 2,995,178
Louisiana 41 2,049,759 1,626,968
Tennessee 24 485,584 433,493
</TABLE>
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' principal executive offices are located at 417
North 20th Street, Birmingham, Alabama 35203, and its telephone number at such
address is (205) 326-7100.
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 have typically 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.
Additional information about Regions and its subsidiaries is included in
documents incorporated by reference in this Proxy Statement/Prospectus. See
"Available Information" and "Documents Incorporated by Reference."
SELLING STOCKHOLDERS
The Shares offered hereby are owned and offered for the account of the
Selling Stockholders and represent shares of Regions common stock acquired by
the Selling Stockholders upon exercise of stock options granted under the Metro
Financial Corporation Incentive Stock Option Plan, which was assumed by Regions
in connection with the merger of Metro Financial Corporation into Regions. The
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<PAGE> 5
table below sets forth the name of each Selling Stockholder, the Selling
Stockholder's position with Regions, and information with respect to all shares
of Regions common stock beneficially owned by the Selling Stockholder as of
March 31, 1996. Information with respect to ownership has been determined from
Regions' records. The named persons have sole voting and investment power with
regard to the shares shown as owned by such persons. None of the Selling
Stockholders beneficially own more than one percent of the outstanding shares
of Regions common stock. As of March 31, 1996, there were 62,185,402 shares
of Regions common stock outstanding.
<TABLE>
<CAPTION>
Shares Total No. of Shares
Name Position Offered Beneficially Owned
- ----- --------- -------- -------------------
<S> <C> <C>
Lynn Center Former Chief Financial 4,877 4,877
Officer, Metro Financial
Corporation
Lee Ulmer Former Commercial Loan 285 285
Officer, Metro Financial
Corporation
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by any of the Selling
Stockholders, or by pledgees, donees, transferrees or other successors in
interest. Such sales may be made on the Nasdaq National Market or such other
national securities exchange or automated interdealer quotation system on which
shares of Regions common stock are then listed, through negotiated transactions
or otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; and (d) an
exchange distribution in accordance with the rules of such exchange. If
necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by Regions with the Commission pursuant to Rule
424(c) under the 1933 Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Stockholders and/or the purchasers of
the Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Stockholders and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule
144 rather than pursuant to this Prospectus.
Regions will bear all expenses in connection with the registration and sale
of the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Stockholders.
The Selling Stockholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be 'underwriters' within
the meaning of Section 2(11) of the 1933 Act, and any compensation received by
them and any profit on any resale of the Shares as principals might be deemed
to be underwriting discounts and commissions under the 1933 Act.
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OPINIONS
The legality of the shares of the Regions common stock offered hereby has
been passed upon by Lange, Simpson, Robinson & Somerville, Birmingham, Alabama.
Henry E. Simpson, partner in the law firm of Lange, Simpson, Robinson &
Somerville, is a member of the Board of Directors of Regions. As of June 3,
1996, attorneys in the law firm of Lange, Simpson, Robinson & Somerville owned
an aggregate of 118,595 shares of Regions Common Stock.
EXPERTS
The consolidated financial statements and the supplemental consolidated
financial statements of Regions, incorporated by reference in or appearing as
an exhibit to Region's Annual Report (Form 10-K) for the year ended December
31, 1995, have been audited by Ernst & Young LLP, independent auditors, for the
periods indicated in their reports thereon incorporated by reference or
included therein and incorporated herein by reference. Such consolidated
financial statements and supplemental consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
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