<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 333-24963
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
----------------------
<TABLE>
<S> <C> <C>
Delaware 6711 63-0589368
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
417 North 20th Street
Birmingham, AL 35203
(205) 326-7100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(205) 326-7860
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
Copies to:
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CHARLES C. PINCKNEY FRANK M. CONNER III CATHY E. CHESSIN
LANGE, SIMPSON, ROBINSON & ALSTON & BIRD GORDON, ARATA, McCOLLAM & DUPLANTIS, L.L.P.
SOMERVILLE 601 PENNSYLVANIA AVENUE, N.W. 201 ST. CHARLES AVENUE
417 NORTH 20TH STREET, SUITE 1700 NORTH BUILDING, SUITE 250 40TH FLOOR
BIRMINGHAM, AL 35203 WASHINGTON, D.C. 20004 NEW ORLEANS, LOUISIANA 70170
(205) 250-5000 (202) 508-3303 (504) 569-1651
</TABLE>
--------------------
Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), shall
determine.
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<PAGE> 2
REGIONS FINANCIAL CORPORATION
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN
FORM S-4 ITEM PROXY STATEMENT/PROSPECTUS
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<S> <C>
1. Forepart of registration statement and outside front
cover page of prospectus.............................. Outside Front Cover of Proxy
Statement/Prospectus; Facing Page of
Registration Statement; Cross-Reference Sheet.
2. Inside front and outside back cover of prospectus..... Available Information; Documents
Incorporated by Reference; Table of
Contents.
3. Risk factors, ratio of earnings to fixed charges and
other information..................................... Summary; Comparative Market Prices and Dividends.
4. Terms of the transaction.............................. Summary; Description of the Transaction;
Effect of the Merger on Rights of
Stockholders; Description of Regions
Common Stock.
5. Pro forma financial information....................... Summary.
6. Material contacts with the company being acquired..... Summary; Description of the Transaction.
7. Additional information required for re-offering by
persons and parties deemed to be underwriters......... Not applicable.
8. Interest of named experts and counsel................. Opinions.
9. Disclosure of Commission position on indemnification
for Securities Act liabilities........................ Not Applicable (See Part II, Item 20).
10. Information with respect to S-3 registrants........... Documents Incorporated by Reference;
Summary; Business of Regions.
11. Incorporation of certain information by reference..... Documents Incorporated by Reference.
12. Information with respect to S-2 or S-3 registrants.... Not Applicable.
13. Incorporation of certain information by reference..... Not Applicable.
14. Information with respect to registrants other than S-2
or S-3 registrants.................................... Not Applicable.
15. Information with respect to S-3 companies............. Business of NIB; Voting Securities and
Principal Stockholders of NIB; Documents Incorporated
by Reference.
16. Information with respect to S-2 or S-3 companies...... Not Applicable.
17. Information with respect to companies other than S-2
or S-3 companies...................................... Not Applicable.
18. Information if proxies, consents, or authorizations
are to be solicited................................... Documents Incorporated by Reference; Summary;
The Special Meeting; Description of the Transaction;
Description of Regions Common Stock.
19. Information if proxies, consents, or authorizations
are not to be solicited or in an exchange offer....... Not Applicable.
</TABLE>
<PAGE> 3
Dear New Iberia Bancorp Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of
The New Iberia Bancorp, Inc. ("NIB") to be held at NIB's main office, 800 South
Lewis Street, New Iberia, Louisiana, 70560, on May 28, 1997, at 10:00 a.m.,
local time, notice of which is enclosed.
At the Special Meeting, you will be asked to consider and vote on a
proposal to approve an Agreement and Plan of Merger (the "Agreement"), entered
into with Regions Financial Corporation ("Regions") pursuant to which NIB will
merge (the "Merger") with and into Regions, and The New Iberia Bank (the
"Bank"), a wholly owned subsidiary of NIB, will become a wholly owned subsidiary
of Regions. Upon consummation of the Merger, each share of NIB common stock
issued and outstanding (except for certain shares held by NIB or Regions and
shares held by stockholders who perfect their dissenters' rights of appraisal)
will be converted into .36 of a share of Regions common stock, subject to
possible adjustment.
The accompanying Proxy Statement/Prospectus includes a description of the
proposed Merger and provides other specific information concerning the Special
Meeting. Please read these materials carefully.
The Agreement has been approved unanimously by your Board of Directors and
is recommended by the Board to you for approval. Each member of the Board of
Directors of NIB has agreed to vote those NIB shares over which such member has
voting authority (other than in a fiduciary capacity) in favor of the
Agreement. Consummation of the Merger is subject to certain conditions,
including approval of the Agreement by NIB stockholders and approval of the
Merger by various regulatory agencies.
Stockholders of NIB who perfect their dissenters' rights of appraisal prior
to the proposed Merger and comply with applicable law will be entitled to
receive the fair value of their NIB shares in cash, as provided by applicable
law, if the merger is effected upon approval by less than 80% of the total
voting power of NIB.
It is important to understand that approval of the Agreement requires the
affirmative vote of at least two-thirds of the outstanding common stock of NIB,
not just two-thirds of the votes cast.
Accordingly, whether or not you plan to attend the Special Meeting, you are
urged to complete, sign, and return promptly the enclosed proxy card. If you
attend the Special Meeting, you may vote in person if you wish, even if you
previously have returned your proxy card. The proposed Merger with Regions is a
significant step for NIB, and your vote on this matter is of great importance.
On behalf of the Board of Directors, I urge you to vote for approval of the
Merger by marking the enclosed proxy card "FOR" Item One.
Sincerely,
Ernest Freyou
President and Chief Executive Officer
<PAGE> 4
THE NEW IBERIA BANCORP, INC.
800 SOUTH LEWIS STREET, NEW IBERIA, LOUISIANA, 70560
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD May 28, 1997
Notice is hereby given that a Special Meeting of Stockholders (the "Special
Meeting") of The New Iberia Bancorp, Inc. ("NIB"), a bank holding company, will
be held at NIB's main office, 800 South Lewis Street, New Iberia, Louisiana,
70560, on May 28, 1997, at 10:00 a.m., local time, for the following
purposes:
1. Merger. To consider and vote on the Agreement and Plan of Merger, dated
as of February 13, 1997, (the "Agreement"), by and between NIB and Regions
Financial Corporation ("Regions") pursuant to which (i) Regions will acquire all
of the issued and outstanding common stock of NIB through the merger of NIB with
and into Regions (the "Merger"), (ii) each share of NIB common stock (except for
certain shares held by NIB or Regions and shares held by stockholders who
perfect their dissenters' rights of appraisal) will be converted into .36 of a
share of Regions common stock, subject to possible adjustment, and (iii) each
NIB stockholder will receive cash in lieu of any remaining fractional share
interest, all as described more fully in the accompanying Proxy
Statement/Prospectus; and
2. Other Business. To transact such other business as may properly come
before the Special Meeting, including adjourning the Special Meeting to permit,
if necessary, further solicitation of proxies.
Only stockholders of record at the close of business on April 25, 1997, are
entitled to receive notice of and to vote at the Special Meeting or any
adjournment or postponement thereof.
Stockholders of NIB have a right to dissent from the Merger and obtain
payment of the fair value of their shares in cash by complying with the
applicable provisions of applicable law, which are attached to the accompanying
Proxy Statement/Prospectus as Appendix C. DISSENTING STOCKHOLDERS WHO COMPLY
WITH THE PROCEDURAL REQUIREMENTS OF THE BUSINESS CORPORATION LAW OF LOUISIANA
WILL BE ENTITLED TO RECEIVE PAYMENT OF THE FAIR CASH VALUE OF THEIR SHARES IF
THE MERGER IS EFFECTED UPON APPROVAL BY LESS THAN 80% OF THE CORPORATION'S
TOTAL VOTING POWER.
The Board of Directors of NIB unanimously recommends that holders of NIB
common stock vote to approve the proposals listed above.
We urge you to sign and return the enclosed proxy as promptly as possible,
whether or not you plan to attend the Special Meeting in person. The proxy may
be revoked by the person executing the proxy by filing with the Secretary of NIB
an instrument of revocation or a duly executed proxy bearing a later date or by
electing to vote in person at the Special Meeting.
By Order of the Board of Directors
Robert F. Eppley
Corporate Secretary
April 24, 1997
<PAGE> 5
THE NEW IBERIA BANCORP, INC. REGIONS FINANCIAL CORPORATION
PROXY STATEMENT PROSPECTUS
FOR SPECIAL MEETING OF STOCKHOLDERS COMMON STOCK
TO BE HELD MAY 28, 1997 (PAR VALUE $.625)
UP TO APPROXIMATELY
1,260,000 SHARES
This Prospectus of Regions Financial Corporation, a regional bank holding
company organized and existing under the laws of the state of Delaware
("Regions"), relates to the shares of its common stock, par value $.625 per
share ("Regions Common Stock"), which are issuable to the stockholders of The
New Iberia Bancorp, Inc., a bank holding company organized and existing under
the laws of the state of Louisiana ("NIB") upon consummation of the proposed
merger (the "Merger") described herein, by which NIB will merge with and into
Regions pursuant to the terms of an Agreement and Plan of Merger, dated as of
February 13, 1997 (the "Agreement"), by and between Regions and NIB.
On the effective date of the Merger (the "Effective Date"), except as
otherwise described herein, (i) NIB will merge with and into Regions, (ii) each
outstanding share of the no par value common stock of NIB ("NIB Common Stock")
will be converted into .36 of a share of Regions Common Stock, subject to
possible adjustment (the "Exchange Ratio"), and (iii) each holder of NIB Common
Stock will receive cash in lieu of any remaining fractional share interest. A
copy of the Agreement is attached to this Proxy Statement/Prospectus as Appendix
A.
As a result of the Merger, the separate existence of NIB will cease, and
The New Iberia Bank, a wholly owned subsidiary of NIB (the "Bank"), will become
a wholly owned subsidiary of Regions until combined with Regions Bank of
Louisiana, the banking subsidiary of Regions operating in Louisiana. For a
further description of the terms of the Merger, see "Description of the
Transaction."
The Exchange Ratio is subject to an upward adjustment under certain
circumstances if the average of the closing prices of Regions Common Stock over
a specified period is less than $52.912. In that event the Agreement would be
terminated without any action on the part of the Board of Directors of NIB,
subject to Regions' ability to avoid termination by determining to adjust the
Exchange Ratio upward pursuant to the procedure and in accordance with the
formula described under the caption "Description of the Transaction--Possible
Adjustment of Exchange Ratio." In making the determination whether to proceed
with the transaction with a higher Exchange Ratio, the principal factors Regions
will consider include the projected effect of the Merger on Regions' pro forma
earnings per share and whether Regions' assessment of the Bank's earning
potential as part of Regions justifies the issuance of a higher number of
Regions' shares. If Regions declines to adjust the Exchange Ratio, the Agreement
would be terminated and the Merger would not occur.
This Prospectus also constitutes a Proxy Statement of NIB and is being
furnished to the stockholders of NIB in connection with the solicitation of
proxies by the Board of Directors of NIB for use at its special meeting of
stockholders, including any adjournment or postponement thereof (the "Special
Meeting"), to be held on May 28, 1997, to consider and vote on the Agreement
and related matters. This Proxy Statement/Prospectus and the accompanying proxy
card are first being mailed to stockholders of NIB on or about April 28, 1997.
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
<PAGE> 6
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Proxy Statement/Prospectus is April 24, 1997.
2
<PAGE> 7
AVAILABLE INFORMATION
Regions and NIB are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, file 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. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
This Proxy Statement/Prospectus constitutes part of the Registration
Statement on Form S-4 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 Proxy Statement/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 in 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 PROXY STATEMENT/PROSPECTUS,
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY REGIONS OR NIB. THIS PROXY
STATEMENT/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 PROXY STATEMENT/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 OR NIB SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
All information included or incorporated by reference in this Proxy
Statement/Prospectus with respect to Regions was supplied by Regions, and all
information included or incorporated by reference herein with respect to NIB was
supplied by NIB.
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, 1996;
2. 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, 1996,
incorporates by reference specific
3
<PAGE> 8
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 1996," "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.
The following documents previously filed with the SEC by NIB pursuant to
the Exchange Act are hereby incorporated by reference herein:
1. NIB's Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
2. NIB's Current Report on Form 8-K filed with the SEC on February 18,
1997.
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 Proxy Statement/Prospectus and
prior to the date of the Special Meeting shall be deemed to be incorporated by
reference in this Proxy Statement/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.
THIS PROXY STATEMENT/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), IF FILED BY
REGIONS, FROM RONALD C. JACKSON, STOCKHOLDER ASSISTANCE, REGIONS FINANCIAL
CORPORATION, P.O. BOX 1448, MONTGOMERY, ALABAMA 36102 (TELEPHONE (334)
832-8493), AND IF FILED BY NIB, FROM L.J. FREYOU, SENIOR VICE PRESIDENT, 800
SOUTH LEWIS STREET, NEW IBERIA, LOUISIANA, 70560, (TELEPHONE (318) 365-6761). IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
MAY 20, 1997.
4
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TABLE OF CONTENTS
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AVAILABLE INFORMATION.............................................................................................3
DOCUMENTS INCORPORATED BY REFERENCE...............................................................................3
SUMMARY...........................................................................................................7
The Parties..................................................................................................7
Special Meeting of NIB Stockholders..........................................................................8
Record Date; Vote Required...................................................................................8
The Merger; Exchange Ratio...................................................................................8
Dissenting Stockholders......................................................................................8
Reasons for the Merger; Recommendation of NIB's Board
of Directors................................................................................................9
Opinion of NIB's Financial Advisor...........................................................................9
Effective Date...............................................................................................9
Exchange of Stock Certificates...............................................................................9
Regulatory Approvals and Other Conditions...................................................................10
Waiver, Amendment, and Termination of the Agreement.........................................................10
Interests of Certain Persons in the Merger..................................................................10
Certain Federal Income Tax Consequences of the Merger.......................................................10
Certain Differences in Stockholders' Rights.................................................................10
Comparative Market Prices of Common Stock...................................................................11
Comparative Per Share Data..................................................................................11
Selected Financial Data.....................................................................................12
THE SPECIAL MEETING..............................................................................................15
General.....................................................................................................15
Record Date; Vote Required..................................................................................15
DESCRIPTION OF THE TRANSACTION...................................................................................16
General.....................................................................................................16
Possible Adjustment of Exchange Ratio ......................................................................16
Treatment of NIB Options....................................................................................17
Background of and Reasons for the Merger....................................................................17
Opinion of NIB's Financial Advisor..........................................................................19
Effective Date of the Merger................................................................................19
Distribution of Regions Stock Certificates and
Payment for Fractional Shares.............................................................................19
Conditions to Consummation of the Merger....................................................................20
Regulatory Approvals........................................................................................20
Waiver, Amendment, and Termination of the Agreement.........................................................21
Conduct of Business Pending the Merger......................................................................22
Management Following the Merger.............................................................................23
Interests of Certain Persons in the Merger..................................................................23
Dissenting Stockholders.....................................................................................23
Certain Federal Income Tax Consequences of the Merger.......................................................25
Accounting Treatment........................................................................................26
Expenses and Fees...........................................................................................26
Resales of the Regions Common Stock.........................................................................26
EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS...................................................................27
Antitakeover Provisions Generally...........................................................................27
Authorized Capital Stock....................................................................................27
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5
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Amendment of Certificate or Articles of Incorporation and Bylaws.............................................28
Classified Board of Directors and Absence of Cumulative Voting...............................................28
Removal of Directors.........................................................................................29
Limitations on Director Liability............................................................................29
Indemnification..............................................................................................30
Special Meetings of Stockholders.............................................................................30
Actions by Stockholders Without a Meeting....................................................................30
Stockholder Nominations......................................................................................31
Mergers, Consolidations, and Sales of Assets Generally.......................................................32
Business Combinations with Certain Persons...................................................................32
Dissenters' Rights of Appraisal..............................................................................33
Stockholders' Rights to Examine Books and Records............................................................34
Dividends....................................................................................................34
COMPARATIVE MARKET PRICES AND DIVIDENDS...........................................................................34
BUSINESS OF NIB...................................................................................................36
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF NIB...............................................................36
CERTAIN LITIGATION................................................................................................37
BUSINESS OF REGIONS...............................................................................................38
General......................................................................................................38
Recent Developments..........................................................................................38
CERTAIN REGULATORY CONSIDERATIONS.................................................................................41
General......................................................................................................41
Payment of Dividends.........................................................................................42
Capital Adequacy.............................................................................................43
Support of Subsidiary Institutions...........................................................................44
Prompt Corrective Action.....................................................................................45
FDIC Insurance Assessments...................................................................................45
DESCRIPTION OF REGIONS COMMON STOCK...............................................................................47
STOCKHOLDER PROPOSALS.............................................................................................47
EXPERTS...........................................................................................................47
OPINIONS..........................................................................................................47
APPENDIX A--Agreement and Plan of Merger.........................................................................A-1
APPENDIX B--Opinion of U.S. Banking Alliance.....................................................................B-1
APPENDIX C--Copy of Section 131 of the Louisiana Business Corporation Law........................................C-1
</TABLE>
6
<PAGE> 11
SUMMARY
The following is a summary of certain information relating to the Special
Meeting, the proposed Merger, and the offering of shares of Regions Common Stock
to be issued upon consummation thereof. This summary does not purport to be
complete and is qualified in its entirety by the more detailed information
appearing elsewhere or incorporated by reference in this Proxy
Statement/Prospectus. Stockholders are urged to read carefully the entire Proxy
Statement/Prospectus, including the Appendices. As used in this Proxy
Statement/Prospectus, the terms "Regions" and "NIB" refer to those entities,
respectively, and, where the context requires, to those entities and their
respective subsidiaries.
THE PARTIES
NIB. NIB is a bank holding company organized and existing under the laws
of the state of Louisiana, with its principal executive office located in New
Iberia, Louisiana. NIB operates principally through the Bank, which is a wholly
owned subsidiary of NIB and a state-chartered commercial bank and which provides
a range of retail banking services through 12 offices in Iberia, Lafayette, and
Vermilion Parishes. At December 31, 1996, NIB had total consolidated assets of
approximately $299 million, total consolidated deposits of approximately $269
million, and total consolidated stockholders' equity of approximately $26
million. NIB's principal executive office is located at 800 South Lewis Street,
New Iberia, Louisiana, 70560, and its telephone number at such address is (318)
365-6761.
Regions. 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 377 banking offices located in Alabama, Florida,
Georgia, Louisiana, and Tennessee as of December 31, 1996. At that date, Regions
had total consolidated assets of approximately $18.9 billion, total consolidated
deposits of approximately $15.0 billion, and total consolidated stockholders'
equity of approximately $1.6 billion. Regions is the second largest bank holding
company headquartered in Alabama in terms of assets, based on December 31, 1996
information. Regions operates banking subsidiaries in Alabama, Florida, Georgia,
Louisiana, and Tennessee and banking-related subsidiaries engaged in mortgage
banking, credit life insurance, leasing, and securities brokerage activities
with offices in various Southeastern states. Through its subsidiaries, Regions
offers a broad range of banking and banking-related services.
Since December 31, 1996, Regions has completed the acquisitions of four
financial institutions, two of which are located in the state of Louisiana and
one in each of the states of Florida and Georgia (referred to as the "Recently
Completed Acquisitions"). Regions also has entered into definitive agreements
to acquire, in addition to NIB, three additional financial institutions, one of
which is located in the state of Florida and two of which are located in
Georgia (the "Other Pending Acquisitions"). For information with respect to the
Recently Completed Acquisitions and the Other Pending Acquisitions, (referred
to collectively as the "Other Acquisitions") see "Business of Regions--Recent
Developments."
Regions commenced operations in 1971, under its former name First Alabama
Bancshares, Inc., as a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). 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.
Additional information with respect to Regions and its subsidiaries is
included in documents incorporated by reference in this Proxy
Statement/Prospectus. See "Available Information," "Documents Incorporated by
Reference," and "Business of Regions."
7
<PAGE> 12
SPECIAL MEETING OF NIB STOCKHOLDERS
The Special Meeting will be held at 10:00 a.m., local time, on May 28,
1997, at NIB's main office, 800 South Lewis Street, New Iberia, Louisiana,
70560, for the purpose of considering and voting on approval of the Agreement
and to transact such other business as may properly come before the meeting.
See "The Special Meeting."
RECORD DATE; VOTE REQUIRED
Only holders of record of NIB Common Stock at the close of business on
April 25, 1997 (the "Record Date"), will be entitled to vote at the Special
Meeting. The affirmative vote of at least two-thirds of the outstanding NIB
Common Stock will be required to approve the Agreement. As of the Record Date,
there were 2,999,988 shares of NIB Common Stock issued and outstanding.
The directors and executive officers of NIB and their affiliates
beneficially owned, as of April 22, 1997 322,120 shares (or approximately
10.74% of the outstanding shares) of NIB Common Stock. (This includes shares in
the Schwing Successions over which Jules A. (Tony) Schwing claims beneficial
ownership and excludes shares subject to unexercised options, whether or not
vested.) Each member of the Board of Directors of NIB has agreed to vote those
NIB shares over which such member has voting authority (other than in a
fiduciary capacity) in favor of the Agreement. The directors and executive
officers of Regions and their affiliates beneficially owned, as of April 22,
1997, no shares of NIB Common Stock. As of that date, neither NIB nor
Regions held any shares of NIB Common Stock in a fiduciary capacity for others.
The New Iberia Bank is a trustee of a trust holding NIB shares and is the
designated trustee of the trust established by the will of Jules B. Schwing,
which may hold NIB shares when the succession is closed. It is not expected
that any NIB shares will be placed in the trust created by Mr. Schwing's will
by the date of the Special Meeting. See "Certain Litigation," "The Special
Meeting--Record Date; Vote Required."
THE MERGER; EXCHANGE RATIO
The Agreement provides for the acquisition of NIB by Regions pursuant to
the Merger of NIB with and into Regions. On the Effective Date, each share of
NIB Common Stock then issued and outstanding (except for shares held by NIB,
Regions, or their respective subsidiaries, in each case other than shares held
in a fiduciary capacity or as a result of debts previously contracted and shares
held by stockholders who perfect their dissenters' rights of appraisal) will be
converted into .36 of a share of Regions Common Stock, subject to possible
adjustment. No fractional shares of Regions Common Stock will be issued. Rather,
cash will be paid in lieu of any fractional share interest to which any NIB
stockholder would be entitled upon consummation of the Merger, based on the
closing price of Regions Common Stock on the Nasdaq National Market (as reported
by The Wall Street Journal, or, if not reported thereby, by another
authoritative source selected by Regions) on the last full trading day
immediately preceding the Effective Date. See "Description of the
Transaction--General."
DISSENTING STOCKHOLDERS
Holders of NIB Common Stock entitled to vote on approval of the Agreement
have the right to dissent from the Merger and, upon consummation of the Merger
and the satisfaction of certain specified procedures and conditions, to receive
the fair value of such holders' shares of NIB Common Stock in cash in accordance
with the applicable provisions of the Louisiana Business Corporation Law (the
"Louisiana Act"). The procedures to be followed by dissenting stockholders are
summarized under "Description of the Transaction--Dissenting Stockholders," and
the applicable provisions of the Louisiana Act are reproduced as Appendix C.
8
<PAGE> 13
REASONS FOR THE MERGER; RECOMMENDATION OF NIB'S BOARD OF DIRECTORS
NIB's Board of Directors has unanimously approved the Agreement
and has determined that the Merger is fair to, and in the best interests
of, NIB and its stockholders. Accordingly, NIB's Board unanimously recommends
that NIB's stockholders vote FOR approval of the Agreement. EACH MEMBER OF THE
BOARD OF DIRECTORS OF NIB HAS AGREED TO VOTE THOSE SHARES OF NIB COMMON STOCK
OVER WHICH SUCH MEMBER HAS VOTING CONTROL, OTHER THAN IN A FIDUCIARY CAPACITY,
IN FAVOR OF THE AGREEMENT. In approving the Agreement, NIB's directors
considered NIB's financial condition, the financial terms and the income tax
consequences of the Merger, the likelihood of the Merger being approved by
regulatory authorities without undue conditions or delay, and legal advice
concerning the proposed Merger, and the opinion of U.S. Banking Alliance that,
as of the date of its opinion, the consideration to be received in the Merger
was fair, from a financial point of view, to the stockholders of NIB. See
"Description of the Transaction--Background of and Reasons for the Merger."
OPINION OF NIB'S FINANCIAL ADVISOR
U.S. Banking Alliance ("USBA") has rendered an opinion to NIB that, based
on and subject to the procedures, matters, and limitations described in its
opinion and such other matters as it considered relevant, as of the date of its
opinion, the consideration to be received in the Merger was fair, from a
financial point of view, to the stockholders of NIB. USBA was selected because
of its experience and expertise in the financial services industry and its
familiarity with the financial condition of NIB. The opinion of USBA is attached
as Appendix B to this Proxy Statement/Prospectus. NIB stockholders are urged to
read the opinion in its entirety for a description of the procedures followed,
matters considered, and limitations on the reviews undertaken in connection
therewith. USBA's opinion is directed only to the fairness of the transaction
from a financial point of view and does not constitute a recommendation to any
stockholder on how to vote at the Special Meeting. See "Description of the
Transaction--Opinion of NIB's Financial Advisor."
EFFECTIVE DATE
Subject to the conditions described in the Agreement to the obligations of
the parties to effect the Merger, the Effective Date will occur on the date and
at the time that the Delaware Certificate of Merger and the Louisiana
Certificate of Merger are filed and become effective with, respectively, the
Delaware Secretary of State and the Louisiana Secretary of State. Unless
otherwise agreed upon by Regions and NIB, and subject to the conditions to the
obligations of the parties to effect the Merger, the parties will use their
reasonable efforts to cause the Effective Date to occur by the last business day
of the month in which the last of the following events occurs: (i) the effective
date (including the expiration of any applicable waiting period) of the last
required consent of any regulatory authority having authority over approving or
exempting the Merger and (ii) the date on which the Agreement is approved by the
requisite vote of NIB stockholders. The parties expect that all conditions to
consummation of the Merger will be satisfied so that the Merger can be
consummated during the second quarter of 1997, although there can be no
assurance as to whether or when the Merger will occur. See "Description of the
Transaction-- Effective Date of the Merger," "--Conditions to Consummation of
the Merger," and "--Waiver, Amendment, and Termination of the Agreement."
EXCHANGE OF STOCK CERTIFICATES
Promptly after the Effective Date, Regions will cause an exchange agent
selected by Regions (the "Exchange Agent"), to mail to the former stockholders
of NIB a form letter of transmittal, together with instructions for the exchange
of such stockholders' certificates representing shares of NIB Common Stock for
certificates representing shares of Regions Common Stock. NIB STOCKHOLDERS
SHOULD NOT SEND IN THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE THE FORM LETTER
OF TRANSMITTAL AND INSTRUCTIONS. See "Description of the
Transaction--Distribution of Regions Stock Certificates and Payment for
Fractional Shares."
9
<PAGE> 14
REGULATORY APPROVALS AND OTHER CONDITIONS
The Merger is subject to approval by the Board of Governors of the Federal
Reserve System (the "Federal Reserve") and the Commissioner of Financial
Institutions of the state of Louisiana (the "Louisiana Commissioner").
Applications for the requisite approvals have been filed with these agencies,
each of which has yet to issue its approval of the Merger. There can be no
assurance that the approvals of the Louisiana Commissioner and the Federal
Reserve will be given or as to the timing or conditions of such approvals.
Consummation of the Merger is subject to various other conditions,
including receipt of the required approval of NIB stockholders, receipt of an
opinion of counsel as to the tax-free nature of certain aspects of the Merger,
and certain other customary conditions. See "Description of the Transaction--
Conditions to Consummation of the Merger."
WAIVER, AMENDMENT, AND TERMINATION OF THE AGREEMENT
The Agreement may be terminated, and the Merger abandoned, at any time
prior to the Effective Date by mutual consent of the Boards of Directors of both
NIB and Regions, or by action of the Board of Directors of either company under
certain circumstances, including if the Merger is not consummated by December
31, 1997, unless the failure to consummate by such time is due to a breach of
the Agreement by the party seeking to terminate. If for any reason the Merger is
not consummated, NIB will continue to operate as a bank holding company under
its present management. See "Description of the Transaction--Waiver, Amendment,
and Termination of the Agreement."
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Certain members of NIB's management and Board of Directors have interests
in the Merger in addition to their interests as stockholders of NIB generally.
Those interests relate to, among other things, provisions in the Agreement
regarding indemnification and eligibility for certain Regions employee benefits,
and treatment of outstanding options to acquire NIB Common Stock. See
"Description of the Transaction--Interests of Certain Persons in the Merger."
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
Consummation of the Merger is conditioned on the receipt of an opinion of
counsel to the effect that, among other things, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the exchange in the Merger of NIB Common
Stock for Regions Common Stock will not give rise to gain or loss to NIB
stockholders, except to the extent of any cash received in lieu of fractional
share interests or as a result of the exercise of dissenters' rights. Gain
recognition, if any, will not be in excess of the amount of cash received.
Subject to the provisions and limitations of Section 302(a) of the Code, gain or
loss will be recognized upon the receipt of cash in lieu of fractional share
interests and cash received by dissenters. See "Description of the
Transaction--Certain Federal Income Tax Consequences of the Merger."
BECAUSE CERTAIN TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON THE
PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER AND OTHER CIRCUMSTANCES, EACH NIB
STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGER (INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS).
CERTAIN DIFFERENCES IN STOCKHOLDERS' RIGHTS
On the Effective Date, NIB stockholders, whose rights are governed by the
Louisiana Act and by NIB's Articles of Incorporation and Bylaws, will
automatically become Regions stockholders, and their rights as Regions
stockholders will be determined by the Delaware General Corporation Law (the
"Delaware GCL") and by Regions'
10
<PAGE> 15
Certificate of Incorporation and Bylaws.
The rights of Regions stockholders differ from the rights of NIB
stockholders in certain important respects, some of which constitute
additional antitakeover provisions provided for in Regions' governing
documents. See "Effect of the Merger on Rights of Stockholders."
COMPARATIVE MARKET PRICES OF COMMON STOCK
Regions Common Stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market. NIB Common Stock is traded on the American Stock
Exchange. The following table sets forth, as of the indicated dates, (i) the
last sale price of Regions Common Stock and NIB Common Stock on the Nasdaq
National Market and the American Stock Exchange, respectively, and (ii) the
equivalent per share price (as explained below) of NIB Common Stock. The
indicated dates of February 13, 1997, and April 22, 1997 represent,
respectively, the last trading day immediately preceding public announcement
of the proposed acquisition of NIB by Regions and the latest practicable date
prior to the mailing of this Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
EQUIVALENT
PER
SHARE PRICE
REGIONS NIB OF NIB
MARKET PRICE PER SHARE AT: COMMON STOCK COMMON STOCK COMMON STOCK
- ------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
February 13, 1997 $57.50 $21.00 $20.70
April 22, 1997 55.88 19.75 20.12
</TABLE>
The equivalent per share price of NIB Common Stock at each specified date
represents the last sale price of a share of Regions Common Stock on such date
multiplied by the Exchange Ratio of .36. Stockholders are advised to obtain
current market quotations for Regions Common Stock and NIB Common Stock. No
assurance can be given as to the market price of Regions Common Stock at or
after the Effective Date.
COMPARATIVE PER SHARE DATA
The following table sets forth certain comparative per share data relating
to net income, cash dividends, and book value on (i) an historical basis for
Regions and NIB, (ii) a pro forma combined basis per share of Regions Common
Stock, giving effect to the Merger, and (iii) an equivalent pro forma basis per
share of NIB Common Stock, giving effect to the Merger. The Regions and NIB pro
forma combined information and the NIB pro forma Merger equivalent information
give effect to the Merger on a pooling-of-interests accounting basis and assume
an Exchange Ratio of .36. See "Description of the Transaction--Accounting
Treatment." The pro forma data are presented for information purposes only and
are not necessarily indicative of the results of operations or combined
financial position that would have resulted had the Merger been consummated at
the dates or during the periods indicated, nor are they necessarily indicative
of future results of operations or combined financial position.
The information shown below should be read in conjunction with, and is
qualified in its entirety by, the historical financial statements of Regions and
NIB, including the respective notes thereto. See "Documents Incorporated by
Reference," and "--Selected Financial Data."
11
<PAGE> 16
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------
1996 1995 1994
---- ---- ----
(Unaudited except Regions and
NIB historical)
<S> <C> <C> <C>
NET INCOME PER COMMON SHARE
Regions historical........................................ $3.70 $ 3.21 $ 3.10
NIB historical ........................................... 1.16 .96 .91
Regions and NIB pro forma combined(1)..................... 3.69 3.20 3.09
NIB pro forma Merger equivalent(2)........................ 1.33 1.15 1.11
DIVIDENDS DECLARED PER COMMON
SHARE
Regions historical........................................ $1.40 $ 1.32 $ 1.20
NIB historical............................................ .41 .30 .20
NIB pro forma Merger equivalent(3)........................ .50 .48 .43
BOOK VALUE PER COMMON SHARE
(PERIOD END)
Regions historical........................................ $25.52 $ 23.38 $ 21.26
NIB historical............................................ 8.61 7.88 6.68
Regions and NIB pro forma combined(1)..................... 25.45
NIB pro forma Merger equivalent(2)........................ 9.16
</TABLE>
(1) Represents the combined results of Regions and NIB as if the Merger were
consummated on January 1, 1994 and were accounted for as a pooling of
interests.
(2) Represents pro forma combined information multiplied by the Exchange Ratio
of .36 of a share of Regions Common Stock for each share of NIB Common
Stock.
(3) Represents historical dividends declared per share by Regions multiplied by
the Exchange Ratio of .36 of a share of Regions Common Stock for each share
of NIB Common Stock.
SELECTED FINANCIAL DATA
The following tables present certain selected historical financial
information for Regions and NIB. The data should be read in conjunction with the
historical financial statements, related notes, and other financial information
concerning Regions and NIB incorporated by reference or included herein. See
"Documents Incorporated by Reference."
12
<PAGE> 17
<TABLE>
<CAPTION>
Selected Historical Financial Data of Regions
YEAR ENDED DECEMBER 31,
----------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(In thousands except per share data and ratios)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total interest income.............. $1,386,122 $ 1,259,600 $ 991,693 $ 746,544 $ 737,094
Total interest expense ............ 685,656 635,336 436,157 296,195 324,420
Net interest income................ 700,466 624,264 555,536 450,349 412,674
Provision for loan losses.......... 29,041 30,271 20,580 24,695 39,367
Net interest income after
loan loss provision........... 671,425 593,993 534,956 425,654 373,307
Total noninterest income excluding
security gains (losses)....... 217,624 187,830 171,705 169,318 147,943
Security gains (losses)............ 3,115 (424) 344 831 2,417
Total noninterest expense.......... 553,801 487,461 442,376 383,130 343,279
Income tax expense................. 108,677 96,109 84,109 66,169 56,405
Net income......................... 229,686 197,829 180,520 146,504 123,983
PER SHARE DATA:
Net income......................... $ 3.70 $ 3.21 $ 3.10 $ 2.81 $ 2.42
Cash dividends..................... 1.40 1.32 1.20 1.04 .91
Book value......................... 25.52 23.38 21.26 19.85 17.13
OTHER INFORMATION:
Average number of shares outstanding 62,136 61,670 58,206 52,153 51,192
STATEMENT OF CONDITION DATA
(PERIOD END):
Total assets....................... $18,930,175 $16,851,774 $15,810,076 $13,163,161 $10,457,676
Securities......................... 3,870,595 3,863,781 3,346,291 2,993,417 2,255,732
Loans, net of unearned income...... 13,311,172 11,542,311 10,855,195 8,430,931 6,657,557
Total deposits..................... 15,048,336 13,497,612 12,575,593 11,025,376 8,923,801
Long-term debt..................... 447,269 632,019 599,476 525,820 151,460
Stockholders' equity............... 1,598,726 1,429,253 1,286,322 1,106,361 886,116
PERFORMANCE RATIOS:
Return on average assets(5)........ 1.29% 1.21% 1.27% 1.38% 1.29%
Return on average stockholders'
equity(5)..................... 15.19 14.29 15.26 15.76 15.04
Net interest margin................ 4.27 4.21 4.37 4.77 4.85
Efficiency (1)(5).................. 59.44 58.79 59.44 60.23 59.62
Dividend payout.................... 37.84 41.12 38.71 37.01 37.60
ASSET QUALITY RATIOS:
Net charge-offs to average loans,
net of unearned income........ .15% .17% .19% .23% .36%
Problem assets to net loans and
other real estate (2)......... .56 .59 .75 1.12 1.29
Nonperforming assets to net loans
and other real estate (3)..... .76 .68 .80 1.28 1.39
Allowance for loan losses to loans,
net of unearned income........ 1.32 1.38 1.32 1.48 1.51
Allowance for loan losses to
nonperforming assets (3)...... 173.65 202.55 164.48 115.88 107.97
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity to
average assets................ 8.49% 8.44% 8.35% 8.76% 8.60%
Average loans to average deposits.. 85.90 86.12 79.90 76.41 71.59
Tier 1 risk-based capital (4)...... 10.81 11.14 10.69 11.13 11.68
Total risk-based capital (4)....... 13.59 14.61 14.29 13.48 14.44
Tier 1 leverage (4)................ 7.44 7.49 8.21 10.11 8.44
</TABLE>
- -------------------------------------
(1) Noninterest expense divided by the sum of net interest income (taxable-
equivalent basis) and noninterest income net of gains (losses) from
security transactions.
(2) Problem assets include loans on a nonaccrual basis, restructured loans,
and foreclosed properties.
(3) Nonperforming assets include loans on a nonaccrual basis, restructured
loans, loans 90 days or more past due, and foreclosed properties.
(4) The required minimum Tier 1 and total risk-based capital ratios are 4.0%
and 8.0%, respectively. The minimum leverage ratio of Tier 1 capital to
total adjusted assets is 3.0% to 5.0%, depending on the risk profile of
the institution and other factors.
(5) Ratios for 1996 excluding $19.0 million in after-tax charges for SAIF
assessment and merger expenses are as follows: Return on average
stockholders' equity 16.45%, Return on average total assets 1.40%, and
Efficiency 56.16%.
13
<PAGE> 18
<TABLE>
<CAPTION>
Selected Historical Financial Data of NIB
YEAR ENDED DECEMBER 31,
----------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
(In thousands except per share data and ratios)
INCOME STATEMENT DATA:
Total interest income.............. $ 20,403 $ 18,364 $ 15,314 $ 15,300 $ 15,575
Total interest expense ............ 9,148 7,983 5,546 5,578 7,070
Net interest income................ 11,255 10,381 9,769 9,722 8,505
Provision for loan losses.......... 536 355 103 104 250
Net interest income after
loan loss provision........... 10,719 10,026 9,665 9,618 8,255
Total noninterest income excluding
security gains (losses)....... 2,253 2,064 2,020 1,529 1,394
Security gains (losses)............ 15 (26) (40) 2 53
Total noninterest expense.......... 8,164 8,269 7,864 6,933 5,903
Income tax expense................. 1,302 916 1,050 1,195 1,152
Net income......................... 3,521 2,880 2,731 3,021 2,647
PER SHARE DATA:
Net income......................... $ 1.16 $ .96 $ .91 $ 1.01 $ .89
Cash dividends..................... .41 .30 .20 .15 .12
Book value......................... 8.61 7.88 6.68 6.36 5.50
OTHER INFORMATION:
Average number of shares outstanding 3,000 2,995 2,988 2,987 2,987
STATEMENT OF CONDITION DATA
(PERIOD END):
Total assets....................... $299,423 $ 263,868 $ 233,268 $ 224,878 $ 228,606
Securities......................... 82,438 92,866 99,285 109,927 104,591
Loans, net of unearned income...... 181,292 142,705 113,370 93,050 82,040
Total deposits..................... 269,145 237,626 210,594 202,951 197,673
Stockholders' equity............... 25,833 23,639 20,027 19,077 16,489
PERFORMANCE RATIOS:
Return on average assets........... 1.28% 1.17% 1.21% 1.35% 1.29%
Return on average stockholders'
equity........................ 14.33 13.19 13.58 16.80 17.20
Net interest margin................ 4.63 4.83 5.06 4.88 4.69
Efficiency (1)..................... 57.84 63.36 62.75 59.60 58.11
Dividend payout.................... 35.34 31.25 21.97 14.85 19.67
ASSET QUALITY RATIOS:
Net charge-offs to average loans,
net of unearned income........ .24% .06% (.18%) (.49%) (.22%)
Problem assets to net loans and
other real estate (2)......... .47 .59 .81 .86 2.08
Nonperforming assets to net loans
and other real estate (3)..... .91 .79 .96 1.32 2.20
Allowance for loan losses to loans,
net of unearned income........ 1.96 2.38 2.75 3.04 2.80
Allowance for loan losses to
nonperforming assets (3)...... 220.20 307.30 294.00 236.20 129.90
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity to
average assets................ 8.92% 8.86% 8.93% 8.02% 7.51%
Average loans to average deposits.. 64.64 57.40 48.33 42.09 41.25
Tier 1 risk-based capital (4)...... 14.60 16.50 17.52 19.15 16.93
Total risk-based capital (4)....... 15.80 18.00 19.02 20.65 18.18
Tier 1 leverage (4)................ 8.90 9.00 8.96 8.29 6.97
</TABLE>
- ----------------------------
(1) Noninterest expense divided by the sum of net interest income
(taxable-equivalent basis) and noninterest income net of gains (losses)
from security transactions.
(2) Problem assets include loans on a nonaccrual basis, restructured loans, and
foreclosed properties.
(3) Nonperforming assets include loans on a nonaccrual basis, restructured
loans, loans 90 days or more past due, and foreclosed properties.
(4) The required minimum Tier 1 and total risk-based capital ratios are 4.0%
and 8.0%, respectively. The minimum leverage ratio of Tier 1 capital to
total adjusted assets is 3.0% to 5.0%, depending on the risk profile of the
institution and other factors.
14
<PAGE> 19
THE SPECIAL MEETING
GENERAL
This Proxy Statement/Prospectus is being furnished to the holders of NIB
Common Stock in connection with the solicitation by the NIB Board of Directors
of proxies for use at the Special Meeting, at which NIB stockholders will be
asked to vote upon a proposal to approve the Agreement. The Special Meeting will
be held at 10:00 a.m., local time, on May 28, 1997, at the main offices of NIB,
located at 800 South Lewis Street, New Iberia, Louisiana, 70560.
NIB stockholders are requested promptly to sign, date, and return the
accompanying proxy card to NIB's transfer agent in the enclosed postage-paid,
addressed envelope. A stockholder's failure to return a properly executed
proxy card or to vote at the Special Meeting will have the same effect as a
vote against the Agreement.
Any NIB stockholder who has delivered a proxy may revoke it at any time
before it is voted by giving notice of revocation in writing to the Secretary of
NIB or submitting to NIB or its transfer agent a signed proxy card bearing a
later date, provided that such notice or proxy card is actually received by the
Corporate Secretary of NIB before the vote of stockholders or in open meeting
prior to the taking of the stockholder vote at the Special Meeting. Any notice
of revocation should be sent to The New Iberia Bancorp, Inc., 800 South Lewis
Street, New Iberia, Louisiana, 70560, Attention: Robert F. Eppley, Corporate
Secretary. A proxy will not be revoked by death of the stockholder executing
the proxy unless, before the vote, notice of such death is filed with the
Secretary. The shares of NIB Common Stock represented by properly executed
proxies received at or prior to the Special Meeting and not subsequently
revoked will be voted as directed in such proxies. IF INSTRUCTIONS ARE NOT
GIVEN, SHARES REPRESENTED BY PROXIES RECEIVED WILL BE VOTED FOR APPROVAL OF
THE AGREEMENT AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER
MATTERS THAT PROPERLY MAY COME BEFORE THE SPECIAL MEETING. IF NECESSARY, AND
UNLESS CONTRARY INSTRUCTIONS ARE GIVEN, THE PROXY HOLDER ALSO MAY VOTE IN
FAVOR OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO PERMIT FURTHER
SOLICITATION OF PROXIES IN ORDER TO OBTAIN SUFFICIENT VOTES TO APPROVE THE
AGREEMENT. As of the date of this Proxy Statement/Prospectus, NIB is unaware
of any other matter to be presented at the Special Meeting.
Solicitation of proxies will be made by mail but also may be made by
telephone or telegram or in person by the directors, officers, and employees of
NIB, who will receive no additional compensation for such solicitation but may
be reimbursed for out-of-pocket expenses. Brokerage houses, nominees,
fiduciaries, and other custodians will be requested to forward solicitation
materials to beneficial owners and will be reimbursed for their reasonable
out-of-pocket expenses. The cost of solicitation will be borne by NIB.
NIB stockholders should not forward any stock certificates with their
proxy cards.
RECORD DATE; VOTE REQUIRED
NIB's Board of Directors has established the close of business on April
25, 1997, as the Record Date for determining the NIB stockholders entitled to
notice of and to vote at the Special Meeting. Only NIB stockholders of record
as of the Record Date will be entitled to vote at the Special Meeting. The
affirmative vote of the holders of at least two-thirds of the outstanding NIB
Common Stock is required in order to approve the Agreement. Therefore, an
abstention will have the same effect as a vote against the Agreement, as will a
broker's submitting a proxy card without exercising discretionary voting
authority with respect to the Agreement. As of the Record Date, there were
approximately 500 holders of 2,999,988 shares of NIB Common Stock outstanding
and entitled to vote at the Special Meeting, with each share entitled to one
vote. For information as to persons known by NIB to beneficially own more than
5.0% of the outstanding shares of NIB Common Stock as of April 22, 1997 see
"Voting Securities and Principal Stockholders of NIB."
The presence, in person or by proxy, of a majority of the outstanding
shares of NIB Common Stock is necessary to constitute a quorum of the
stockholders in order to take action at the Special Meeting. For these
purposes, shares of NIB Common Stock that are present, or represented by proxy,
at the Special Meeting will be counted for quorum purposes regardless of whether
the holder of the shares or proxy fails to vote on the Agreement or whether a
broker
15
<PAGE> 20
with discretionary authority fails to exercise its discretionary voting
authority with respect to the Agreement. Once a quorum is established, approval
of the Agreement requires the affirmative vote of the holders of at least
two-thirds of the outstanding NIB Common Stock, or 1,999,992 shares.
The directors and executive officers of NIB and their affiliates
beneficially owned, as of April 22, 1997, 322,120 shares (or approximately
10.74% of the outstanding shares) of NIB Common Stock. The directors and
executive officers of Regions and their affiliates beneficially owned, as of
April 22, 1997, no shares of NIB Common Stock. As of that date, no subsidiary of
Regions held any shares of NIB Common Stock in a fiduciary capacity for others.
The New Iberia Bank held 600 shares of NIB Common Stock in a fiduciary
capacity for others. It is the designated trustee of the trust established by
the will of Jules B. Schwing, which may hold NIB shares when the succession is
closed. It is not expected that any NIB shares will be placed in the trust
created by Mr. Schwing's will by the date of the Special Meeting. See
"Certain Litigation."
DESCRIPTION OF THE TRANSACTION
The following material describes certain aspects of the Merger. This
description does not purport to be complete and is qualified in its entirety by
reference to the Appendices hereto, including the Agreement, which is attached
as Appendix A to this Proxy Statement/Prospectus and incorporated herein by
reference. All stockholders are urged to read the Appendices in their entirety.
GENERAL
Each share of NIB Common Stock (excluding any shares held by NIB, Regions,
or their respective subsidiaries, other than shares held in a fiduciary capacity
or as a result of debts previously contracted, and shares held by stockholders
who perfect their dissenters' rights of appraisal) issued and outstanding at the
Effective Date will be converted into .36 of a share of Regions Common Stock,
subject to possible adjustment as described below under the caption "--Possible
Adjustment of Exchange Ratio." Each share of Regions Common Stock outstanding
immediately prior to the Effective Date will remain outstanding and unchanged as
a result of the Merger.
No fractional shares of Regions Common Stock will be issued in connection
with the Merger. In lieu of issuing fractional shares, Regions will make a cash
payment equal to the fractional part of a share which a NIB stockholder would
otherwise receive multiplied by the closing price of Regions Common Stock on the
Nasdaq National Market (as reported by The Wall Street Journal, or, if not
reported thereby, by another authoritative source selected by Regions), on the
last full trading day prior to the Effective Date.
POSSIBLE ADJUSTMENT OF EXCHANGE RATIO
If the "Average Closing Price" of Regions Common Stock on the
"Determination Date," as such terms are defined below, is less than $52.912, the
Agreement will be terminated without any action on the part of the Board of
Directors of NIB, subject, however, to the ability of Regions to avoid such
termination by adjusting the Exchange Ratio upward pursuant to provisions in the
Agreement. The Average Closing Price is defined to mean the average daily last
sales price of Regions Common Stock as reported on the Nasdaq National Market
during the ten consecutive full trading days in which such shares are traded on
the Nasdaq National Market, ending at the close of trading on the Determination
Date. The Determination Date is defined to mean the later of the date of the
Special Meeting or the date on which consent of the Federal Reserve to the
Merger is received.
During the five-day period commencing with the Determination Date, Regions
will have the option to increase the Exchange Ratio to equal the quotient
obtained by dividing (1) the product of $52.912 and the Exchange Ratio as then
in effect (.36) by (2) the Average Closing Price. Regions is under no
obligation to adjust the Exchange Ratio. If Regions makes such election, it
shall give prompt written notice to NIB of the election and of the revised
Exchange Ratio, in which event the parties' obligations to conclude the Merger
will continue in effect and unchanged, except that all references to the
Exchange Ratio will be as revised. If the Average Closing Price of Regions
Common Stock is equal to or greater than $52.912, the Exchange Ratio will
remain at .36.
The effect of the adjustment mechanism, if invoked by Regions, is to
establish a minimum equivalent value per share of NIB Common Stock of $19.05 as
of the Determination Date. The operation of the Exchange Ratio and the
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<PAGE> 21
adjustment mechanism described above is illustrated by the following table,
which shows the effect that various Average Closing Prices would have on the
Exchange Ratio and on the corresponding value per share of NIB Common Stock,
assuming, in the case of Average Closing Prices less than $52.912 that Regions
elects to proceed with a revised Exchange Ratio.
<TABLE>
<CAPTION>
Average Closing Corresponding Value
Price of Regions Exchange Per Share of NIB
Common Stock Ratio Common Stock
---------------- -------- -------------------
<S> <C> <C>
$44.00 .4329 $19.05
46.00 .4141 19.05
48.00 .3968 19.05
50.00 .3810 19.05
52.00 .3663 19.05
54.00 .36 19.44
56.00 .36 20.16
58.00 .36 20.88
60.00 .36 21.60
62.00 .36 22.32
</TABLE>
THIS TABLE IS PRESENTED FOR ILLUSTRATION PURPOSES ONLY, AND NO INFERENCE IS
INTENDED OR MAY BE DRAWN CONCERNING THE ACTUAL AVERAGE CLOSING PRICE WHICH MAY
OCCUR OR THE RESULTING EXCHANGE RATIO. Moreover, NIB stockholders should be
aware that the actual market value of a share of Regions Common Stock at the
Effective Date and at the time certificates for those shares are delivered
following surrender and exchange of certificates for shares of NIB Common Stock
may be more or less than the Average Closing Price. NIB stockholders are urged
to obtain information on the trading value of Regions Common Stock that is more
recent than that provided in this Proxy Statement/Prospectus. See "Comparative
Market Prices and Dividends."
Subject to stockholder approval of a proposed amendment to Regions'
Certificate of Incorporation to increase the number of authorized shares from
120,000,000 to 240,000,000, Regions intends to effect a 2 for 1 stock split on
June 13, 1997. In that event, the Exchange Ratio will be proportionately
adjusted to reflect such stock split, if the Merger has not been consummated
before the record date for such action.
TREATMENT OF NIB OPTIONS
The Agreement provides that all rights with respect to NIB Common Stock
pursuant to stock options or stock appreciation rights granted by NIB under its
stock option and other stock-based compensation plans which are outstanding at
the Effective Date, whether or not then exercisable, will be converted into and
will become rights with respect to Regions Common Stock, and Regions will assume
each of such options in accordance with the terms of the plan under which it was
issued and the agreement by which it is evidenced. After the Effective Date,
those options will become options to purchase Regions Common Stock, with the
exercise price and number of shares of Regions Common Stock purchasable
thereunder adjusted to reflect the Exchange Ratio. The executive officers or
directors of NIB or its affiliate that as of the date of this Proxy
Statement/Prospectus hold outstanding options are Ernest Freyou, President and
CEO; Robert F. Eppley, Executive V.P.; Anne T. Dugas, Vice President, Branch
Operations; Lon Dupre, Vice President and CFO; Benny Menard, Vice President,
Loan Administration; and Jerome Weber, Senior Vice President, Lending. (Certain
other officers who are not executive officers also hold options.) Only a
portion of these options are exercisable currently, although upon the Merger
taking place, all the options will become fully exercisable.
BACKGROUND OF AND REASONS FOR THE MERGER
BACKGROUND OF THE MERGER. During the last several years, there have been
significant developments in the banking and financial services industry. These
developments have included the increased emphasis and dependence on automation,
specialization of products and services, increased competition from other
financial institutions, and a trend toward consolidation and geographic
expansion, coupled with a relaxation of regulatory restrictions on interstate
conduct of business of financial institutions.
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<PAGE> 22
Further, during the past several years, there has been significant
pressure exerted by director Jules A. (Tony) Schwing and the shareholders
committee formed pursuant to his written consent solicitation of the
shareholders in December 1994 to sell NIB. (Five of NIB's current directors,
Jules A. Schwing, Charles C. LeMaire, James L. Gray, Edmond A. Lamperez, M.D.
and Eugene A. Patout, are the members of the shareholders committee). According
to the shareholders committee, it sent bid packages to First Commerce
Corporation, Hibernia Corporation, Premier Bancorp, Inc., Sunburst Bank and
Whitney Holding Corporation to enable each of those institutions to submit an
acquisition proposal with respect to NIB or the Bank. Management of NIB
attempted to negotiate an acquisition proposal by Whitney during 1996, but
negotiations ultimately broke off when the parties were unable to come to terms.
Recently, NIB received acquisition offers from several institutions,
including Regions, Deposit Guaranty Corporation and Hibernia. The Board of
Directors considered whether all or any of the offers were in the best
interests of the stockholders and considered the respective values of the
offers in terms of price, strength and prospects of the acquiror, value and
liquidity of the consideration offered by the acquiror, compatibility of the
acquiror with The New Iberia Bank, its customers, depositors, employees and the
community, likelihood of regulatory and stockholder approval with respect to
the various offers, and other factors.
Each of the three offers considered by the Board were expressed in terms
of exchange ratios that would take effect at closing or as a fixed number of
shares to be delivered at closing rather than in terms of dollar values.
While all the offers were at amounts the Board was advised by USBA were in a
range of fair prices, given the form of the offers, it was impossible to know
which would represent the highest value at closing. As a result, the Board
considered the soundness of the stock of the acquiror and the possiblity of
appreciation of such stock in addition to the other factors described above.
The Board also considered that one of the three offers was dependent upon
conditions that the Board was not certain could be met. Moreover, the Board
considered that the Regions offer was the only one that provided a floor with
respect to Regions stock value, allowing the NIB stockholders to obtain the
benefit of appreciation in the value of Regions stock without running the risk
of depreciation in that stock below the floor. The Board also concluded
following USBA's assessment of the three offers that the Regions offer was the
best. Given these factors and the Board's analysis, the Board concluded that
the Regions offer was in the best interests of the stockholders, depositors,
customers, employees and community. Consequently, NIB and Regions entered
into negotiations which culminated in the Agreement.
NIB'S REASONS FOR THE MERGER. In approving the Merger, the directors of
NIB considered a number of factors. Without assigning any relative or specific
weights to the factors, the NIB Board of Directors considered the following
material factors:
(a) the information presented to the directors by the management of NIB
concerning the business, operations, earnings, asset quality, and financial
condition of NIB, including compliance with regulatory capital requirements on
an historical and prospective basis;
(b) the financial terms of the Merger, including the relationship of the
Merger price to the market value, tangible book value, earnings per share of NIB
Common Stock, and the protection against a decline in the market value of
Regions Common Stock;
(c) the Board's assessment, as advised by USBA, of the business,
operations, earnings, financial condition, dividends and prospects of Regions;
(d) the nonfinancial terms of the Merger, including the treatment of the
Merger as a tax-free exchange of NIB Common Stock for Regions Common Stock for
federal and state income tax purposes;
(e) the likelihood of the Merger being approved by applicable regulatory
authorities without undue conditions or delay; and
(f) the opinion rendered by NIB's financial advisor to the effect that,
from a financial point of view, the exchange of NIB Common Stock for Regions
Common Stock on the terms and conditions set forth in the Agreement is fair to
the holders of NIB Common Stock.
The terms of the Merger were the result of arms-length negotiations between
representatives of NIB and representatives of Regions. Based upon the
consideration of the foregoing factors, the Board of Directors of NIB
unanimously approved the Merger as being in the best interests of NIB and its
stockholders. Each member of the Board of Directors of NIB has agreed to vote
those NIB shares over which such member has voting authority (other than in a
fiduciary capacity) in favor of the Merger.
NIB's Board of Directors unanimously recommends that NIB stockholders vote
for approval of the Agreement.
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<PAGE> 23
REGIONS' REASONS FOR THE MERGER. The Regions Board of Directors has
approved the Agreement and determined that the Merger is in the best interests
of Regions and its stockholders. In approving the Agreement, the Regions Board
considered a number of factors. Without assigning any relative or specific
weights to the factors, the Regions Board of Directors considered the following
material factors:
(a) a review, based in part on a presentation by Regions management, of (i)
the business, operations, earnings, and financial condition, including the
capital levels and asset quality, of NIB on an historical, prospective, and pro
forma basis and in comparison to other financial institutions in the area, (ii)
the demographic, economic, and financial characteristics of the markets in which
NIB operates, including existing competition, history of the market areas with
respect to financial institutions, and average demand for credit, on an
historical and prospective basis, and (iii) the results of Regions' due
diligence review of NIB; and
(b) a variety of factors affecting and relating to the overall strategic
focus of Regions, including Regions' desire to expand into markets in the
general vicinity of its core markets.
OPINION OF NIB'S FINANCIAL ADVISOR
NIB retained U.S. Banking Alliance ("USBA") on February 14, 1997 to
render an opinion as to the fairness of the financial terms of the transaction
contemplated by the Agreement. NIB and Regions negotiated the consideration to
be paid pursuant to the Agreement; USBA did not recommend any particular amount
and was not involved in the negotiations. In connection with its February 1997
engagement, USBA also analyzed the offers received from Hibernia and Deposit
Guaranty. Prior to this engagement, NIB retained USBA on August 14, 1995 to
prepare a report regarding the value of NIB and to analyze the proposed
acquisition offer from Whitney Holding Corporation and on August 19, 1996 to
analyze the currency of various potential acquirors.
USBA was selected as NIB's advisor on the basis of USBA's experience and
expertise in transactions similar to the Merger, particularly with community
banks, and USBA's reputation in the banking and investment communities and its
familiarity with the financial condition of NIB and the Bank. USBA is a
recognized investment banking firm and is experienced in the securities
industry, in investment analysis and appraisal, and in related corporate finance
and investment banking activities, including mergers and acquisitions, corporate
recapitalizations, and valuations for estate, corporate and other purposes. USBA
is regularly retained to perform similar services for other banks and bank
holding companies.
NIB and the Bank have used various services and products provided by USBA
in the past, including its strategic planning, reporting and evaluation and
consulting services.
In connection with USBA's engagement to render the fairness opinion to
NIB with respect to the Merger, NIB instructed USBA to evaluate the fairness to
NIB's stockholders, from a financial point of view, of the consideration to be
received by NIB's stockholders, pursuant to the provisions of the Agreement, and
to conduct such investigations as USBA deemed appropriate for such purposes.
NIB did not place any limitations on the scope or manner of USBA's investigation
and review.
USBA rendered its opinion to NIB's Board of Directors on April 22, 1997,
to the effect that, based upon and subject to the assumptions made, the
factors considered, the review undertaken and the limitations stated and based
upon such other matters as USBA considered relevant, as of the date of the
opinion, the consideration to be received by the stockholders of NIB in the
Merger was fair, from a financial point of view, to the holders of NIB common
stock (the "fairness opinion").
The full text of USBA's fairness opinion is attached hereto as Appendix B
and is incorporated by reference. The summary description of the fairness
opinion set forth herein is qualified in its entirety by reference to Appendix
B. NIB's stockholders are urged to read the fairness opinion in its entirety in
connection herewith for a description of the procedures followed, assumptions
made, matters considered and limitations on the review undertaken by USBA.
USBA's opinion is directed only to the fairness of the Merger, from a financial
point of view, to NIB stockholders and does not constitute a recommendation to
any NIB stockholder as to how such stockholder should vote at the Special
Meeting.
In connection with rendering its fairness opinion, USBA, among other
things: (i) reviewed the Agreement and NIB's draft Proxy Statement for the
Merger, provided to USBA on April 4, 1997, in substantially the form to be sent
by NIB to its shareholders; (ii) reviewed and analyzed certain
publicly-available financial statements and other information of NIB and
Regions, respectively; (iii) reviewed and analyzed certain internal financial
statements and other financial and operating data concerning NIB, prepared by
the management of NIB; (iv) discussed the past and current operations and
financial condition, and the prospects of NIB with the President of NIB; (v)
reviewed the historical prices and trading volumes of the shares of NIB Common
Stock; (vi) compared the financial performance of NIB and Regions with each
other and that of certain other comparable publicly-traded companies; (vii)
reviewed the financial terms of business combinations in the commercial banking
industry specifically and other industries generally, which USBA deemed
generally comparable to the proposed transaction; (viii) considered a number of
valuation methodologies, including among others, those that incorporate book
value, deposit base premium and capitalization of earnings, and (ix) performed
such other studies and analyses as USBA deemed appropriate to the opinion.
In rendering its opinion, USBA relied, without independent verification,
upon the accuracy and completeness of the historical and projected financial
information, and all other information reviewed by it for purposes of its
opinion. USBA did not make or obtain an independent review of NIB's assets or
liabilities, nor was USBA furnished with any such appraisals. USBA relied
solely on NIB for information as to the adequacy of its respective loan loss
reserves and values of other real estate owned. With respect to NIB's budgeted
financial results, USBA assumed that they were reasonably prepared on bases
reflecting the best currently available estimates and judgments of the
management of NIB of future financial performance of NIB. USBA informed NIB
that in the process of review, nothing came to its attention that would cause
it to believe that the information provided by NIB was incomplete or not true.
USBA's opinions were necessarily based upon market, economic and other
conditions as they existed on, and could be evaluated as of, the date of its
opinion. USBA expressed no opinion on the tax consequences of the proposed
transaction or the effect of any tax consequences on the value to be received
by the holders of NIB common stock.
Neither USBA nor any of its officers or employees has any interest in the
common stock of NIB or Regions. NIB has or will pay USBA approximately
$25,000 in fees plus out-of-pocket expenses for rendering its fairness
opinion. In addition, USBA received from NIB $12,500 (plus expenses) for its
August 1995 engagement and $7,500 (plus expenses) for its August 1996
engagement, as well as payments totalling approximately $43,000 over the past
two years for other services. The fees received by USBA in connection with its
services to NIB are not dependent or contingent upon the occurrence or lack
thereof of any transaction.
NIB has agreed to indemnify and hold harmless USBA, and its officers,
employees, and agents from all obligations, claims, charges, expenses
or costs of any kind or nature including attorney fees arising out of or in
connection with the opinion provided by USBA, provided that USBA has not been
negligent in connection with the opinion.
EFFECTIVE DATE OF THE MERGER
Subject to the conditions to the obligations of the parties to effect the
Merger, the Effective Date will occur on the date and at the time that the
Delaware Certificate of Merger and the Louisiana Certificate of Merger relating
to the Merger are filed and declared effective with, respectively, the Delaware
Secretary of State and the Louisiana Secretary of State. Unless otherwise agreed
upon by Regions and NIB, and subject to the conditions to the obligations of the
parties to effect the Merger, the parties will use their reasonable efforts to
cause the Effective Date to occur on the last business day of the month in which
the last of the following events occur: (i) the effective date (including the
expiration of any applicable waiting period) of the last required consent of any
regulatory authority having authority over approving or exempting the Merger and
(ii) the date on which the Agreement is approved by the requisite vote of NIB
stockholders.
No assurance can be provided that the necessary stockholder and regulatory
approvals can be obtained or that other conditions precedent to the Merger can
or will be satisfied. Regions and NIB anticipate that all conditions to
consummation of the Merger will be satisfied so that the Merger can be
consummated during the second quarter of 1997. However, delays in the
consummation of the Merger could occur.
The Board of Directors of either Regions or NIB generally may terminate the
Agreement if the Merger is not consummated by December 31, 1997, unless the
failure to consummate by that date is the result of a breach of the Agreement by
the party seeking termination. See "--Conditions to Consummation of the Merger"
and "--Waiver, Amendment, and Termination of the Agreement" below.
DISTRIBUTION OF REGIONS STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES
Promptly after the Effective Date, Regions will cause an exchange agent
selected by Regions to mail to the former stockholders of NIB a form letter of
transmittal, together with instructions for the exchange of such stockholders'
certificates representing shares of NIB Common Stock for certificates
representing shares of Regions Common Stock.
NIB STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY RECEIVE
THE FORM LETTER OF TRANSMITTAL AND INSTRUCTIONS. Upon surrender to the Exchange
Agent of certificates for NIB Common Stock, together with a properly completed
letter of transmittal, there will be issued and mailed to each holder of NIB
Common Stock surrendering such items a certificate or certificates representing
the number of shares of Regions Common Stock to which such holder is entitled,
if any, and a check for the amount to be paid in lieu of any fractional share
interest,
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<PAGE> 24
without interest. After the Effective Date, to the extent permitted by
law, NIB stockholders of record as of the Effective Date will be entitled to
vote at any meeting of holders of Regions Common Stock the number of whole
shares of Regions Common Stock into which their NIB Common Stock has been
converted, regardless of whether such stockholders have surrendered their NIB
Common Stock certificates. NO DIVIDEND OR OTHER DISTRIBUTION PAYABLE AFTER THE
EFFECTIVE DATE WITH RESPECT TO REGIONS COMMON STOCK, HOWEVER, WILL BE PAID TO
THE HOLDER OF ANY UNSURRENDERED NIB CERTIFICATE UNTIL THE HOLDER DULY SURRENDERS
SUCH CERTIFICATE. Upon such surrender, all undelivered dividends and other
distributions and, if applicable, a check for the amount to be paid in lieu of
any fractional share interest will be delivered to such stockholder, in each
case without interest. Under applicable unclaimed property statutes, if the
stock certificates are not claimed within certain time periods (seven years
under Louisianna law) and there are no other communications with Regions during
that time, the property may be deemed abandoned.
The stock transfer books of NIB will be closed at the effective time of the
Merger and after the Effective Date, there will be no transfers of shares of NIB
Common Stock on NIB's stock transfer books. If certificates representing shares
of NIB Common Stock are presented for transfer after the Effective Date, they
will be canceled and exchanged for the shares of Regions Common Stock and a
check for the amount due in lieu of fractional shares, if any, deliverable in
respect thereof.
CONDITIONS TO CONSUMMATION OF THE MERGER
Consummation of the Merger is subject to a number of conditions, including,
but not limited to:
(a) approval from the Federal Reserve and the Louisiana Commissioner, and
the expiration of all applicable waiting periods associated with these
approvals, without any conditions or restrictions that would, in the reasonable
judgment of Regions' Board of Directors, so materially adversely impact the
economic benefits of the transactions contemplated by the Agreement that, had
such condition or requirement been known, Regions would not, in its reasonable
judgment have entered into the Agreement;
(b) the approval by the holders of requisite number of shares of NIB
Common Stock;
(c) the absence of any action by any governmental or regulatory authority
of competent jurisdiction restricting, prohibiting, or making illegal the
consummation of the Merger and the other transactions contemplated by the
Agreement;
(d) the receipt of a satisfactory opinion of counsel that the Merger
qualifies for federal income tax treatment as a reorganization under Section
368(a) of the Code and that the exchange of NIB Common Stock for Regions Common
Stock will not give rise to recognition of gain or loss to NIB stockholders,
except to the extent of any cash received; and
(e) notification for listing on the Nasdaq National Market of the shares of
Regions Common Stock to be issued in the Merger.
Consummation of the Merger also is subject to the satisfaction or waiver of
various other conditions specified in the Agreement, including generally, among
others: (i) the delivery by Regions and NIB of opinions of their respective
counsel opining generally as to the corporate authority, existence, and
ownership of the respective party; (ii) certificates executed by their
respective duly authorized officers as to the satisfaction of certain conditions
and obligations set forth in the Agreement; (iii) as of the Effective Date, the
accuracy of certain representations and warranties and the compliance in all
material respects with the agreements and covenants of each party; and (iv) the
receipt by NIB of an opinion of NIB's financial advisor that the consideration
to be received in the Merger by the stockholders of NIB is fair to such
stockholders from a financial point of view.
REGULATORY APPROVALS
The Merger may not proceed in the absence of receipt of the requisite
regulatory approvals. There can be no
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<PAGE> 25
assurance that such regulatory approvals will be obtained or as to the timing of
such approvals. There also can be no assurance that such approvals will not be
accompanied by a conditional requirement which causes such approvals to fail to
satisfy the conditions set forth in the Agreement. Applications for the
approvals described below have been submitted to the appropriate regulatory
agencies.
Regions and NIB are not aware of any material governmental approvals or
actions that are required for consummation of the Merger, except as described
below. Should any other approval or action be required, it presently is
contemplated that such approval or action would be sought.
The Merger requires the prior approval of the Federal Reserve, pursuant to
Section 3 of the BHC Act. In granting its approval under Section 3 of the BHC
Act, the Federal Reserve must take into consideration, among other factors, the
financial and managerial resources and future prospects of the institutions and
the convenience and needs of the communities to be served. The relevant statutes
prohibit the Federal Reserve from approving the Merger (i) if it would result in
a monopoly or be in furtherance of any combination or conspiracy to monopolize
or attempt to monopolize the business of banking in any part of the United
States or (ii) if its effect in any section of the country may be to
substantially lessen competition or to tend to create a monopoly, or if it would
be a restraint of trade in any other manner, unless the Federal Reserve finds
that any anticompetitive effects are outweighed clearly by the public interest
and the probable effect of the transaction in meeting the convenience and needs
of the communities to be served. Under the BHC Act, the Merger may not be
consummated until the 30th day following the date of Federal Reserve approval,
which may be shortened by the Federal Reserve to the 15th day, during which time
the United States Department of Justice may challenge the transaction on
antitrust grounds. The commencement of any antitrust action would stay the
effectiveness of the Federal Reserve's approval, unless a court specifically
orders otherwise.
The Merger also is subject to the approval of the Louisiana Commissioner.
In its evaluation, the office of the Louisiana Commissioner will take into
account considerations similar to those applied by the Federal Reserve.
WAIVER, AMENDMENT, AND TERMINATION OF THE AGREEMENT
Prior to the Effective Date, and to the extent permitted by law, any
provision of the Agreement generally may be (i) waived by the party benefitted
by the provision or (ii) amended by a written agreement between Regions and NIB
approved by their respective Boards of Directors; provided, however, that after
approval by the NIB stockholders, no amendment that pursuant to the Louisiana
Act requires further approval of the NIB stockholders, including decreasing the
consideration to be received by NIB stockholders, may be made without the
further approval of such stockholders.
The Agreement may be terminated, and the Merger abandoned, at any time
prior to the Effective Date, either before or after approval by NIB
stockholders, under certain circumstances, including:
(a) by the Board of Directors of either party upon final denial of any
required consent of any regulatory authority, provided that the terminating
party is not then in material breach of any provision of the Agreement, or by
the Board of Directors of Regions if any required regulatory approval is
conditioned or restricted in the manner described under "--Conditions to
Consummation of the Merger" above;
(b) by the Board of Directors of either party, if the holders of the
requisite number of shares of NIB Common Stock shall not have approved the
Agreement;
(c) by mutual agreement of the Boards of Directors of Regions and NIB;
(d) by the Board of Directors of either party, in the event of a breach by
the other party of any provision of the Agreement which meets certain standards
specified in the Agreement and cannot be or has not been cured within 30 days
after the giving of written notice to the breaching party; or
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<PAGE> 26
(e) by the Board of Directors of either party if the Merger shall not have
been consummated by December 31, 1997, but only if the failure to consummate the
Merger by such date has not been caused by the terminating party's breach of the
Agreement.
If the Agreement is terminated, the parties will have no further
obligations, except with respect to certain provisions, including those
providing for payment of expenses and restricting disclosure of confidential
information. Further, termination generally will not relieve the parties from
the consequences of any uncured willful breach of the Agreement giving rise to
such termination.
CONDUCT OF BUSINESS PENDING THE MERGER
Each of NIB and Regions generally has agreed to take no action that would
affect, adversely and materially, the ability of either party to perform its
covenants and agreements under the Agreement or to obtain any consent or
approval required for the consummation of the transactions contemplated by the
Agreement. In addition, the Agreement contains certain other restrictions
applicable to the conduct of the business of either NIB or Regions prior to
consummation of the Merger, as described below.
NIB. NIB has agreed not to take certain actions relating to the operation
of its business pending consummation of the Merger without the prior written
consent of Regions. Those actions generally include, without limitation: (i)
amending the Articles of Incorporation or Bylaws or other governing instrument
of NIB and its subsidiaries; (ii) incurring any additional debt or other
obligation for borrowed money (other than indebtedness among NIB and its
subsidiaries) in excess of an aggregate amount outstanding at any time of
$150,000 (for NIB and its subsidiaries on a consolidated basis) except in the
ordinary course of business consistent with past practices (as described in the
Agreement); (iii) acquiring or exchanging (other than exchanges in the ordinary
course under employee benefit plans) any shares, or any securities convertible
into shares, of its capital stock or paying any dividend or other distribution
in respect of its capital stock, except that NIB may, but shall not be legally
obligated to, declare and pay regular quarterly cash dividends at a rate not in
excess of $.10 per share, in accordance with past practice; (iv) issuing,
encumbering, or selling any additional shares of any NIB capital stock, any
rights to acquire any such stock, or any security convertible into such stock
(except as set forth in the Agreement or pursuant to previously outstanding
options); (v) adjusting, splitting, combining, or reclassifying any of its
capital stock or the capital stock of any subsidiary; (vi) making any material
investment in or otherwise acquiring control over any other entity; (vii)
granting any increase in compensation or benefits to employees, officers, or
directors (except in accordance with past practice or previously approved by
the NIB Board of Directors, in each case as previously disclosed to Regions or
as required by law), paying any severance pay or bonus (except pursuant to any
existing written policies or contracts as previously disclosed to Regions),
entering into or amending any severance agreements with officers, or
voluntarily accelerating the vesting of any employee benefits; (viii) entering
into or amending any employment contract that it does not have the
unconditional right to terminate (unless such amendment is required by law);
(ix) adopting any new employee benefit plan or program, or materially changing
any existing plan or program (except for any change required by law or a
change which, in the opinion of counsel, is necessary to maintain the tax
qualified status of any such plan); (x) making any significant change in any
tax or accounting methods or systems of internal accounting controls (except
in conformity to changes in tax laws or generally accepted accounting
principles ("GAAP")); (xi) commencing any material litigation (except in
accordance with past practices), or settling any litigation for money damages
in excess of $100,000 or imposing material restrictions upon the operations of
NIB or any of its subsidiaries; or (xii) modifying, amending or terminating any
material contract or waiving, releasing, compromising or assigning any material
rights or claims.
In addition, NIB has agreed not to solicit, directly or indirectly, any
acquisition proposal from any other person or entity. NIB also has agreed not to
negotiate with respect to any such proposal, provide nonpublic information to
any party making such a proposal, or enter into any agreement with respect to
any such proposal, except in compliance with the fiduciary obligations of its
Board of Directors. In addition, NIB has agreed to use reasonable efforts to
cause its advisors and other representatives not to engage in any of the
foregoing activities.
REGIONS. Regions has generally agreed that Regions and each of its
subsidiaries will continue to conduct its
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business in a manner designed in its reasonable judgment to enhance the
long-term value of Regions Common Stock and the business prospects of Regions
and its subsidiaries and to the extent consistent therewith use all reasonable
efforts to preserve intact Regions' subsidiaries' core businesses and goodwill
with their respective employees and the communities they serve. The Agreement
prohibits Regions from amending its certificate of incorporation or bylaws in
any manner which is adverse to, and discriminates against, the holders of NIB
Common Stock.
MANAGEMENT FOLLOWING THE MERGER
Consummation of the Merger will not alter the present officers and
directors of Regions. Information concerning the management of Regions is
included in the documents incorporated herein by reference. See "Documents
Incorporated by Reference."
INTERESTS OF CERTAIN PERSONS IN THE MERGER
The Agreement generally provides that Regions will, and will cause NIB to,
indemnify each person entitled to indemnification from NIB or any of its
subsidiaries, as the case may be, to the full extent permitted by the Louisiana
Act and by NIB's Articles of Incorporation or Bylaws in effect on the date of
the Agreement, for six years from the Effective Date with respect to matters
occurring at or prior to the Effective Date.
The Agreement also provides that, after the Effective Date, Regions will
provide generally to officers and employees of NIB and its subsidiaries who, at
or after the Effective Date, become officers or employees of Regions or its
subsidiaries, employee benefits under employee benefit plans (other than stock
option or other plans involving the potential issuance of Regions Common Stock)
on terms and conditions that, taken as a whole, are substantially similar to
those currently provided by Regions and its subsidiaries to their similarly
situated officers and employees. For purposes of participation and vesting (but
not benefit accrual) under such employee benefit plans, service with NIB or its
subsidiaries prior to the Effective Date will be treated as service with Regions
or its subsidiaries. The Agreement further provides that Regions will cause NIB
to honor all employment, severance, consulting, and other compensation contracts
previously disclosed to Regions between NIB or its subsidiaries and any current
or former director, officer, or employee, and all provisions for vested amounts
earned or accrued through the Effective Date under NIB's benefit plans. The
employment contracts between NIB and Ernest Freyou and certain other officers of
NIB provide for special payments to the employee (three times his current salary
as to Mr. Ernest Freyou and one or two times their current salaries as to other
officers) under certain circumstances in the event of termination of the
contract as a result of the Merger.
As described above under " -- Treatment of NIB Options," the Agreement also
provides that all rights with respect to NIB Common Stock pursuant to stock
options or stock appreciation rights granted by NIB under its stock option and
other stock-based compensation plans which are outstanding at the Effective
Date, whether or not then exercisable, will be converted into and will become
rights with respect to Regions Common Stock, and Regions will assume each of
such options in accordance with its terms. By their terms, all the options
become fully exercisable upon a change in control as described in the Stock
Option Plan (which would include a merger). The options are currently only 20%
vested and would (in the absence of a change in control) vest in additional 20%
increments on the anniversary date of the Stock Option Plan over the next four
years.
Pursuant to the Agreement, each director of NIB was required to execute and
deliver to Regions a Support Agreement providing, among other things, that such
person (i) will not transfer or encumber his shares of NIB stock during the term
of the Agreement except to Regions, (ii) will vote or cause to be voted all of
the shares of NIB stock over which he has voting authority (other than in a
fiduciary capacity) in favor of the Agreement and (iii) will not, for a period
of two years after the Effective Time of the Merger, serve as a consultant to, a
management official of or become a major stockholder in any financial
institution with an office located in any parish in Louisiana in which NIB has a
banking office. The restrictions in item (iii) are not effective if such person
is not offered employment as a director or advisory director of Regions or any
of its subsidiaries at the Effective Time of the Merger or, if such person is so
employed, if his employment is terminated by Regions after the Effective Time of
the Merger, without cause. Further, each of the directors of NIB was required
to execute and deliver to Regions a Claims Letter, effective upon the Effective
Time of the Mergers releasing NIB, its officers, directors and controlling
shareholders, and any subsidiary or affiliate of NIB, or any successor in
interest to NIB, from any and all claims and liabilities except for claims for
indemnification existing on the date of the Claims Letter. Jules A. (Tony)
Schwing's Claims Letter was required to so release the foregoing parties from
any and all claims and liabilities except for claims for indemnification
existing on the date of the Claims Letter (other than claims for indemnification
arising out of claims brought by the Succession of Jules B. Schwing, the
Succession of Marie Louise Landry Schwing, the Schwing Insurance Agency and/or
members of the family of Jules B. Schwing). Further, Tony Schwing's Claims
Letter contains an undertaking that he use his best efforts to obtain prior to
the Effective Time of the Merger a similar release from the Succession of Jules
B. Schwing, the Succession of Marie Louise Landry Schwing, the Schwing Insurance
Agency, and certain of Tony Schwing's siblings. Such releases have been
obtained from all of those parties. The releases by Tony Schwing, Marie Louise
Schwing, Edmond L. Schwing and John E. Schwing, III includes an agreement to
indemnify, hold harmless and defend NIB, the Bank, and the officers, directors
and certain controlling stockholders thereof from claims for brokerage,
investment banking, legal or other related fees and expenses incurred by the
indemnifying parties directly or indirectly in connection with any actual or
proposed merger. Certain demands for reimbursement of fees of this nature were
made in connection with NIB's negotiations last year with Whitney Holding
Corporation, but NIB understood them subsequently to be withdrawn. It is
uncertain whether any such demands will be renewed in connection with this
transaction.
As of April 22, 1997, directors and executive officers of NIB owned no
shares of Regions Common Stock.
DISSENTING STOCKHOLDERS
General. Each NIB stockholder who objects to the Merger shall be entitled
to the rights and remedies of dissenting stockholders provided in Section 131 of
the Louisiana Act, a copy of which is included as Appendix C to this Proxy
Statement/Prospectus.
Statutory Requirements. The following is a summary of the steps to be taken
by a NIB stockholder who is interested in perfecting such holder's dissenters'
rights and should be read in conjunction with the full text of
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Section 131 of the Louisiana Act. Each of the steps enumerated below must be
taken in strict compliance with the applicable provisions of the statute in
order for holders of NIB Common Stock to perfect their dissenters' rights. If
the Merger is approved by 80% or more of the total voting power of NIB, then
dissenters' rights of appraisal, in accordance with the Louisiana Act, will not
be available.
Any written objection, demand, or notice required by the Louisiana Act in
connection with the exercise of dissenters' rights should be sent to NIB at 800
South Lewis Street, New Iberia, Louisiana, 70560, Attention: Robert F. Eppley,
Corporate Secretary. It is recommended that all required documents to be
delivered by mail be sent by registered or certified mail with return receipt
requested.
Any holder of NIB Common Stock who disapproves of or objects to the
proposed Merger and who wishes to receive in cash the "fair value" of such
shares (determined as of the day before the Agreement is approved by the
stockholders) may elect to do so by taking all of the following steps:
(a) Such stockholder must file with NIB, prior to or at the Special
Meeting, a written objection to the proposed Merger.
(b) Such stockholder must also vote such holder's shares of NIB Common
Stock against the Merger. If the Merger is approved by the required vote, but by
less than 80% of the total voting power, and the Merger authorized thereby is
effected, Regions promptly thereafter shall give written notice thereof, by
registered mail, to each stockholder who both filed such written objection to,
and voted such holder's shares against, the Merger, at such stockholder's last
address on NIB's records.
(c) Each such stockholder, within 20 days after the mailing of such notice
to such holder, but not thereafter, must file with Regions a demand in writing
for the fair cash value of such holder's shares of NIB Common Stock as of the
day before such vote was taken, and such holder must state in such demand the
value demanded and a post office address to which the reply of Regions may be
sent.
(d) At the same time, such stockholder must deposit in escrow in a
chartered bank or trust company located in Iberia Parish the certificates
representing such holder's shares of NIB Common Stock, duly endorsed and
transferred to Regions upon the sole condition that such certificates shall be
delivered to Regions upon payment of the value of the shares determined in
accordance with the provisions of Section 131 of the Louisiana Act.
(e) With the demand, the stockholder must deliver to Regions the written
acknowledgment of such bank or trust company that it so holds such holder's
certificates of NIB Common Stock.
Any stockholder who fails to take each of the required actions outlined
above in a timely manner will not be entitled to exercise the rights of a
dissenting stockholder.
Unless the objection, demand, and acknowledgment are made and delivered by
the stockholder within the required time period, such holder conclusively shall
be presumed to have acquiesced in the Merger. If Regions does not agree to the
value so stated and demanded, or does not agree that a payment is due, within 20
days after receipt of such demand and acknowledgment, it shall notify the
stockholder in writing, at the designated post office address, of its
disagreement and shall state in such notice the value it will agree to pay if
any payment should be held to be due; otherwise it shall be liable for, and
shall pay to the dissatisfied stockholder, the value demanded.
In case of disagreement as to such fair cash value, or as to whether any
payment is due, after compliance by the parties with the provisions described
above, the dissatisfied stockholder, within 60 days after receipt of notice in
writing of Regions' disagreement, but not thereafter, may file suit against
Regions, in the district court of Iberia Parish praying the court to fix and
decree the fair cash value of the dissatisfied stockholder's shares of NIB
Common Stock as of the day before the stockholder vote on the Agreement was
taken, and the court, on such evidence as may be adduced in relation thereto,
shall determine summarily whether any payment is due and, if so, such cash value
and render judgment accordingly. Any stockholder entitled to file such suit,
within such 60-day period, but
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not thereafter, may intervene as a plaintiff in such suit filed by another
stockholder and recover therein judgment against Regions for the fair cash value
of such holder's shares of NIB Common Stock. Failure of the stockholder to bring
suit, or to intervene in such a suit, within 60 days after receipt of notice of
disagreement by Regions conclusively shall bind the stockholder (i) to acquiesce
in, and not contest Regions' statement that no payment is due or (ii) if Regions
does not contend that no payment is due, to accept the value of such holder's
shares of NIB Common Stock as fixed by Regions in its notice of disagreement.
A stockholder, upon filing a demand for the value of such holder's shares,
shall cease to have any of the rights of a stockholder, except the rights
accorded by Section 131 of the Louisiana Act. Such a demand may be withdrawn by
the stockholder at any time before Regions gives notice of disagreement, as
provided by the Louisiana Act. After such notice of disagreement is given,
withdrawal of the demand shall require the consent of Regions. If a demand is
withdrawn, or the Merger is abandoned or rescinded, or a court shall determine
that the stockholder is not entitled to receive payment for such holder's shares
of NIB Common Stock, or the stockholder shall otherwise lose such holder's
dissenters' rights, such holder shall not have the right to receive a cash
payment for such holder's shares of NIB Common Stock, such holder's share
certificates shall be returned (and, on such holder's request, new certificates
shall be issued in exchange for the old ones endorsed to Regions), and such
holder shall be reinstated to all rights as a stockholder as of the filing of
such holder's demand for value, including the right to payment of any
intervening dividend or other distribution, or if any such rights have expired
or any such dividend or distribution other than in cash has been completed, in
lieu thereof, at the election of Regions, the fair value thereof in cash as
determined by the Regions Board, but without prejudice otherwise to any
corporate proceedings that may have been taken in the interim.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
THE FOLLOWING IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER. THIS SUMMARY IS BASED ON THE FEDERAL INCOME TAX LAWS
NOW IN EFFECT AND AS CURRENTLY INTERPRETED; IT DOES NOT TAKE INTO ACCOUNT
POSSIBLE CHANGES IN SUCH LAWS OR INTERPRETATIONS, INCLUDING AMENDMENTS TO
APPLICABLE STATUTES OR REGULATIONS OR CHANGES IN JUDICIAL OR ADMINISTRATIVE
RULINGS, SOME OF WHICH MAY HAVE RETROACTIVE EFFECT. THIS SUMMARY DOES NOT
PURPORT TO ADDRESS ALL ASPECTS OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES
OF THE MERGER AND IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. IN PARTICULAR,
AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY DOES NOT ADDRESS THE FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO STOCKHOLDERS IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES OR STATUS (FOR EXAMPLE, AS FOREIGN PERSONS, TAX-EXEMPT
ENTITIES, DEALERS IN SECURITIES, INSURANCE COMPANIES, AND CORPORATIONS, AMONG
OTHERS). NOR DOES THIS SUMMARY ADDRESS ANY CONSEQUENCES OF THE MERGER UNDER ANY
STATE, LOCAL, ESTATE, OR FOREIGN TAX LAWS. STOCKHOLDERS, THEREFORE, ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF
THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICATION AND
EFFECT OF FEDERAL, FOREIGN, STATE, LOCAL, AND OTHER TAX LAWS, AND THE
IMPLICATIONS OF ANY PROPOSED CHANGES IN THE TAX LAWS.
A federal income tax ruling with respect to this transaction was not
requested from the Internal Revenue Service. Instead, Alston & Bird, special
counsel to Regions, has rendered an opinion to Regions and NIB concerning
certain federal income tax consequences of the proposed Merger under federal
income tax law. It is such firm's opinion that:
(a) Provided the Merger qualifies as a statutory merger under the Delaware
GCL and the Louisiana Act, the Merger will be a reorganization within the
meaning of Section 368(a)(1)(A) of the Code. NIB and Regions will each be "a
party to a reorganization" within the meaning of Section 368(b) of the Code.
(b) The stockholders of NIB will recognize no gain or loss upon the
exchange of their NIB Common Stock solely for shares of Regions Common Stock.
(c) The basis of the Regions Common Stock received by the NIB stockholders
in the Merger will, in each instance, be the same as the basis of the NIB Common
Stock surrendered in exchange therefor, less the basis of any fractional share
of Regions Common Stock settled by cash payment.
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(d) The holding period of the Regions Common Stock received by the NIB
stockholders will, in each instance, include the period during which the NIB
Common Stock surrendered in exchange therefor was held, provided that the NIB
Common Stock was held as a capital asset on the date of the exchange.
(e) The payment of cash to NIB stockholders in lieu of fractional share
interests of Regions Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of the exchange
and then were redeemed by Regions. These cash payments will be treated as having
been received as distributions in full payment in exchange for the stock
redeemed as provided in Section 302(a) of the Code. Generally, any gain or loss
recognized upon such exchange will be capital gain or loss, provided the
fractional share would constitute a capital asset in the hands of the exchanging
stockholder.
(f) Where solely cash is received by a NIB stockholder in exchange for NIB
Common Stock pursuant to the exercise of dissenters' rights, such cash will be
treated as having been received in redemption of such holder's NIB Common Stock,
subject to the provisions and limitations of Section 302 of the Code.
THE TAX OPINION DOES NOT ADDRESS ANY STATE, LOCAL, FOREIGN, OR OTHER TAX
CONSEQUENCES OF THE MERGER. NIB STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO
THEM INDIVIDUALLY, INCLUDING TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN LAW.
ACCOUNTING TREATMENT
It is anticipated that the Merger will be accounted for as a pooling of
interests as that term is used pursuant to GAAP, for accounting and financial
reporting purposes. Under the pooling-of-interests method of accounting, assets,
liabilities, and equity of the acquired company are carried forward to the
combined entity at their stated amounts. See "Summary--Comparative Per Share
Data."
EXPENSES AND FEES
The Agreement provides, in general, that each of the parties will bear and
pay its own expenses in connection with the transactions contemplated by the
Agreement, including fees and expenses of its own financial or other
consultants, investment bankers, accountants, and counsel, except that Regions
will bear and pay the filing fees and printing costs in connection with this
Proxy Statement/Prospectus. Notwithstanding the foregoing, the Agreement
provides that, under certain circumstances involving termination of the
Agreement or failure to consummate the Merger, for a specified time period
(generally not exceeding 12 months) following such termination or failure to
consummate, upon NIB's entering into any letter of intent or agreement with
respect to any business combination with any third party, such third party will
pay Regions the amount of $2,000,000 for its direct expenses and indirect costs
and expenses incurred by Regions in negotiating and carrying out the
transactions contemplated by the Agreement. If such third-party should refuse to
pay such amount, it will become an obligation of NIB and be paid promptly by NIB
upon receipt of notice from Regions.
RESALES OF THE REGIONS COMMON STOCK
The Regions Common Stock to be issued to NIB stockholders in the Merger has
been registered under the Securities Act, but that registration does not cover
resales of those shares by persons who control, are controlled by, or are under
common control with, NIB (such persons are referred to hereinafter as
"affiliates" and generally include executive officers, directors, and 10%
stockholders) at the time of the Special Meeting. Affiliates may not sell shares
of Regions Common Stock acquired in connection with the Merger, except pursuant
to an effective registration statement under the Securities Act or in compliance
with SEC Rule 145 or in accordance with a legal opinion satisfactory to Regions
that such sale or transfer is otherwise exempt from the Securities Act
registration requirements.
Each person who NIB reasonably believes will be an affiliate of NIB will be
requested to deliver to Regions a written agreement providing that such person
generally will not sell, pledge, transfer, or otherwise dispose of any Regions
Common Stock to be received by such person upon consummation of the Merger,
except in compliance with the Securities Act and the rules and regulations of
the SEC promulgated thereunder, and receipt by Regions of such agreements is a
condition to Regions' obligation to close the transaction.
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EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS
As a result of the Merger, holders of NIB Common Stock will be exchanging
their shares of a Louisiana corporation governed by the Louisiana Act and NIB's
Articles of Incorporation, as amended (the "Articles"), and Bylaws, for shares
of Regions, a Delaware corporation governed by the Delaware GCL and Regions'
Certificate of Incorporation (the "Certificate") and Bylaws. Certain significant
differences exist between the rights of NIB stockholders and those of Regions
stockholders. The differences deemed material by NIB and Regions are summarized
below. In particular, Regions' Certificate and Bylaws contain several provisions
that may be deemed to have an antitakeover effect in that they could impede or
prevent an acquisition of Regions unless the potential acquiror has obtained the
approval of Regions' Board of Directors. The following discussion is necessarily
general; it is not intended to be a complete statement of all differences
affecting the rights of stockholders and their respective entities, and it is
qualified in its entirety by reference to the Louisiana Act and the Delaware GCL
as well as to Regions' Certificate and Bylaws and NIB's Articles and Bylaws.
ANTITAKEOVER PROVISIONS GENERALLY
The provisions of Regions' Certificate and Bylaws described below under the
headings, "--Authorized Capital Stock," "--Amendment of Certificate or Articles
of Incorporation and Bylaws," "--Classified Board of Directors and Absence of
Cumulative Voting," "--Removal of Directors," "--Limitations on Director
Liability," "--Special Meetings of Stockholders," "--Actions by Stockholders
Without a Meeting," "--Stockholder Nominations," and "--Mergers, Consolidations,
and Sales of Assets Generally," and the provisions of the Delaware GCL
described under the heading "--Business Combinations With Certain Persons," are
referred to herein as the "Protective Provisions." In general, one purpose of
the Protective Provisions is to assist Regions' Board of Directors in playing a
role in connection with attempts to acquire control of Regions, so that the
Board can further and protect the interests of Regions and its stockholders as
appropriate under the circumstances, including, if the Board determines that a
sale of control is in their best interests, by enhancing the Board's ability to
maximize the value to be received by the stockholders upon such a sale.
Although Regions' management believes the Protective Provisions are,
therefore, beneficial to Regions' stockholders, the Protective Provisions also
may tend to discourage some takeover bids. As a result, Regions' stockholders
may be deprived of opportunities to sell some or all of their shares at prices
that represent a premium over prevailing market prices. On the other hand,
defeating undesirable acquisition offers can be a very expensive and
time-consuming process. To the extent that the Protective Provisions discourage
undesirable proposals, Regions may be able to avoid those expenditures of time
and money.
The Protective Provisions also may discourage open market purchases by a
potential acquiror. Such purchases may increase the market price of Regions
Common Stock temporarily, enabling stockholders to sell their shares at a price
higher than that which otherwise would prevail. In addition, the Protective
Provisions may decrease the market price of Regions Common Stock by making the
stock less attractive to persons who invest in securities in anticipation of
price increases from potential acquisition attempts. The Protective Provisions
also may make it more difficult and time consuming for a potential acquiror to
obtain control of Regions through replacing the Board of Directors and
management. Furthermore, the Protective Provisions may make it more difficult
for Regions' stockholders to replace the Board of Directors or management, even
if a majority of the stockholders believes such replacement is in the best
interests of Regions. As a result, the Protective Provisions may tend to
perpetuate the incumbent Board of Directors and management.
AUTHORIZED CAPITAL STOCK
Regions. The Certificate authorizes the issuance of up to 120,000,000
shares of Regions Common Stock, of which 66,435,634 shares were issued as of
March 17, 1997, none of which were held as treasury shares. Subject to
stockholder approval, Regions intends to effect a 2 for 1 stock split on June
13, 1997. Regions' Board of Directors may authorize the issuance of additional
shares of Regions Common Stock without further action by Regions' stockholders,
unless such action is required in a particular case by applicable laws or
regulations or by any stock
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exchange upon which Regions' capital stock may be listed. The Certificate does
not provide preemptive rights to Regions stockholders.
The authority to issue additional shares of Regions Common Stock provides
Regions with the flexibility necessary to meet its future needs without the
delay resulting from seeking stockholder approval. The authorized but unissued
shares of Regions Common Stock will be issuable from time to time for any
corporate purpose, including, without limitation, stock splits, stock dividends,
employee benefit and compensation plans, acquisitions, and public or private
sales for cash as a means of raising capital. Such shares could be used to
dilute the stock ownership of persons seeking to obtain control of Regions. In
addition, the sale of a substantial number of shares of Regions Common Stock to
persons who have an understanding with Regions concerning the voting of such
shares, or the distribution or declaration of a dividend of shares of Regions
Common Stock (or the right to receive Regions Common Stock) to Regions
stockholders, may have the effect of discouraging or increasing the cost of
unsolicited attempts to acquire control of Regions.
NIB. NIB's authorized capital stock consists of 10,000,000 shares of NIB
Common Stock, which is the only class of capital stock authorized and of which
2,999,988 shares were issued and outstanding as of the Record Date and 150,000
are reserved for issuance pursuant to outstanding stock options, none of which
have been exercised.
Pursuant to the Louisiana Act, except as provided in the next sentence,
NIB's Board of Directors may authorize the issuance of additional shares of NIB
Common Stock without further action by NIB's stockholders. NIB's Articles, as
amended, provide the stockholders of NIB with preemptive rights to purchase or
subscribe to any unissued authorized shares of NIB Common Stock being issued for
cash. Stockholders have no preemptive right with respect to, among others,
shares issued for consideration other than cash, shares issued to satisfy
conversion or option rights or treasury shares. If the Merger is approved,
former NIB stockholders who become Regions stockholders will no longer have
preemptive rights.
AMENDMENT OF CERTIFICATE OR ARTICLES OF INCORPORATION AND BYLAWS
Regions. The Delaware GCL generally provides that the approval of a
corporation's board of directors and the affirmative vote of a majority of (i)
all shares entitled to vote thereon and (ii) the shares of each class of stock
entitled to vote thereon as a class is required to amend a corporation's
certificate of incorporation, unless the certificate specifies a greater voting
requirement. The Certificate states that its provisions regarding authorized
capital stock, election, classification, and removal of directors, the approval
required for certain business combinations, meetings of stockholders, and
amendment of the Certificate and Bylaws may be amended or repealed only by the
affirmative vote of the holders of at least 75% of the outstanding shares of
Regions Common Stock.
The Certificate also provides that the Board of Directors has the power to
adopt, amend, or repeal the Bylaws. Any action taken by the stockholders with
respect to adopting, amending, or repealing any Bylaws may be taken only upon
the affirmative vote of the holders of at least 75% of the outstanding shares of
Regions Common Stock.
NIB. The Louisiana Act generally provides that a Louisiana corporation's
articles of incorporation may be amended by the affirmative vote of at least
two-thirds of the voting power present at a meeting, unless the articles of
incorporation provide for a higher or lower voting requirement. NIB's Articles
provide that the affirmative vote of not less than two-thirds of the outstanding
shares of NIB is required to amend the Articles.
The Bylaws provide that they may be amended or repealed by the Board or the
stockholders at any regular or special meeting. Because the Bylaws do not
specify a different vote requirement, action by the stockholders with respect to
amending or repealing any Bylaws may be taken by a majority of votes actually
cast. Any action by the Board in connection with adopting, amending or repealing
any Bylaw may be taken by majority vote.
CLASSIFIED BOARD OF DIRECTORS AND ABSENCE OF CUMULATIVE VOTING
Regions. The Certificate provides that Regions' Board of Directors is
divided into three classes, with each
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class to be as nearly equal in number as possible. The directors in each class
serve three-year terms of office.
The effect of Regions having a classified Board of Directors is that only
approximately one-third of the members of the Board are elected each year;
consequently, two annual meetings are effectively required for Regions'
stockholders to change a majority of the members of the Board.
Pursuant to the Certificate, each stockholder generally is entitled to one
vote for each share of Regions stock held and is not entitled to cumulative
voting rights in the election of directors. With cumulative voting, a
stockholder has the right to cast a number of votes equal to the total number of
such holder's shares multiplied by the number of directors to be elected. The
stockholder has the right to cast all of such holder's votes in favor of one
candidate or to distribute such holder's votes in any manner among any number of
candidates. Directors are elected by a plurality of the total votes cast by all
stockholders. With cumulative voting, it may be possible for minority
stockholders to obtain representation on the Board of Directors. Without
cumulative voting, the holders of more than 50% of the shares of Regions Common
Stock generally have the ability to elect 100% of the directors. As a result,
the holders of the remaining Regions Common Stock effectively may not be able to
elect any person to the Board of Directors. The absence of cumulative voting,
therefore, could make it more difficult for a stockholder who acquires less than
a majority of the shares of Regions Common Stock to obtain representation on
Regions' Board of Directors.
NIB. NIB's Articles do not provide for a classified board of directors, but
they do provide for cumulative voting rights in the election of directors. Thus,
as described above, if minority stockholders request cumulative voting in the
election of directors, they may be able to obtain representation on the Board.
This will not be the case for stockholders of Regions. The number of NIB
directors is as designated in the Bylaws or, if not so designated, as elected
from time to time by the shareholders.
REMOVAL OF DIRECTORS
Regions. Under the Certificate, any director or the entire Board of
Directors may be removed only for cause and only by the affirmative vote of the
holders of at least 75% of Regions' voting stock.
NIB. Pursuant to the Louisiana Act, a director may be removed by the
stockholders with or without cause by vote of a majority of the total voting
power at any special meeting called for that purpose, except that, if a director
has been elected by the exercise of cumulative voting, such director may not be
removed if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire Board.
LIMITATIONS ON DIRECTOR LIABILITY
Regions. The Certificate provides that a director of Regions will have no
personal liability to Regions or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) the payment of certain unlawful dividends and
the making of certain unlawful stock purchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.
Although this provision does not affect the availability of injunctive or
other equitable relief as a remedy for a breach of duty by a director, it does
limit the remedies available to a stockholder who has a valid claim that a
director acted in violation of such director's duties, if the action is among
those as to which liability is limited. This provision may reduce the likelihood
of stockholder derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duties, even though such action, if successful, might have
benefitted Regions and its stockholders. The SEC has taken the position that
similar provisions added to other corporations' certificates of incorporation
would not protect those corporations' directors from liability for violations of
the federal securities laws.
NIB. The Louisiana Act permits a corporation's articles of incorporation
to relieve directors and
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<PAGE> 34
officers of liability for money damages generally as described above. The
Articles of NIB do include such limitations on director or officer liability.
Further, Louisiana Banking Law provides that a director or officer of a bank or
bank holding company shall not be personally liable to the corporation or the
stockholders thereof for monetary damages unless the director or officer acted
in a grossly negligent manner or engaged in conduct that demonstrates a greater
disregard of the duty of care than gross negligence (including intentional
tortious conduct or intentional breach of duty of loyalty).
INDEMNIFICATION
Regions. The Certificate provides that Regions will indemnify its officers,
directors, employees, and agents to the full extent permitted by the Delaware
GCL. Under Section 145 of the Delaware GCL as currently in effect, other than in
actions brought by or in the right of Regions, such indemnification would apply
if it were determined in the specific case that the proposed indemnitee acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of Regions and, with respect to any criminal
proceeding, if such person had no reasonable cause to believe that the conduct
was unlawful. In actions brought by or in the right of Regions, such
indemnification probably would be limited to reasonable expenses (including
attorneys' fees) and would apply if it were determined in the specific case that
the proposed indemnitee acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of Regions,
except that no indemnification may be made with respect to any matter as to
which such person is adjudged liable to Regions, unless, and only to the extent
that, the court determines upon application that, in view of all the
circumstances of the case, the proposed indemnitee is fairly and reasonably
entitled to indemnification for such expenses as the court deems proper. To the
extent that any director, officer, employee, or agent of Regions has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding, as discussed herein, whether civil, criminal, administrative, or
investigative, such person must be indemnified against reasonable expenses
incurred by such person in connection therewith.
NIB. NIB's Bylaws provide for indemnification of its directors, officers,
employees, and agents in substantially the same manner and with substantially
the same effect as in the case of Regions.
SPECIAL MEETINGS OF STOCKHOLDERS
Regions. Regions' Certificate and Bylaws provide that special meetings of
stockholders may be called at any time, but only by the chief executive officer,
the secretary, or the Board of Directors of Regions. Regions stockholders do not
have the right to call a special meeting or to require that Regions' Board of
Directors call such a meeting. This provision, combined with other provisions of
the Certificate and the restriction on the removal of directors, would prevent a
substantial stockholder from compelling stockholder consideration of any
proposal (such as a proposal for a business combination) over the opposition of
Regions' Board of Directors by calling a special meeting of stockholders at
which such stockholder could replace the entire Board with nominees who were in
favor of such proposal.
NIB. Under the Bylaws, a special meeting of NIB stockholders may be called
by the Chairman of the Board, the Chief Executive Officer or the Board of
Directors. In addition, upon the request of any stockholder or stockholders
holding in the aggregate one-fifth of the total voting power, the Secretary is
required to call a special meeting at such time as the Secretary may fix (not
less than 15 nor more than 60 days after receipt of the request), and if the
Secretary does not do so, the stockholder or stockholders making the request may
do so.
ACTIONS BY STOCKHOLDERS WITHOUT A MEETING
Regions. The Certificate provides that any action required or permitted to
be taken by Regions stockholders must be effected at a duly called meeting of
stockholders and may not be effected by any written consent by the stockholders.
These provisions would prevent stockholders from taking action, including action
on a business combination, except at an annual meeting or special meeting called
by the Board of Directors, chief executive officer, or secretary, even if a
majority of the stockholders were in favor of such action.
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<PAGE> 35
NIB. Under the Articles, any action requiring or permitting stockholder
approval may be approved by written consent of stockholders holding the
proportion of voting power sufficient to determine the matter.
STOCKHOLDER NOMINATIONS
Regions. Regions' Certificate and Bylaws provide that any nomination by
stockholders of individuals for election to the Board of Directors must be made
by delivering written notice of such nomination (the "Nomination Notice") to the
Secretary of Regions not less than 14 days nor more than 50 days before any
meeting of the stockholders called for the election of directors; provided,
however, that if less than 21 days notice of the meeting is given to
stockholders, the Nomination Notice must be delivered to the Secretary of
Regions not later than the seventh day following the day on which notice of the
meeting was mailed to stockholders. The Nomination Notice must set forth certain
background information about the persons to be nominated, including information
concerning (i) the name, age, business, and, if known, residential address of
each nominee, (ii) the principal occupation or employment of each such nominee,
and (iii) the number of shares of Regions capital stock beneficially owned by
each such nominee. The Board of Directors is not required to nominate in the
annual proxy statement any person so proposed; however, compliance with this
procedure would permit a stockholder to nominate the individual at the
stockholders' meeting, and any stockholder may vote such holder's shares in
person or by proxy for any individual such holder desires.
NIB. NIB's Bylaws also provide for advance notice of director nominations
by stockholders. Only stockholders of NIB owning an aggregate of 0.2% of the
outstanding capital stock of NIB may make nominations. Nominations by
qualifying stockholders must be made by written notice delivered or mailed to
the Chairman of the Board and received by him 65 days prior to the first
anniversary of the preceding year's annual meeting (or, if the annual meeting
is advanced by more than 30 days or delayed by more than 60 days from the first
anniversary, 65 days prior to the newly-scheduled annual meeting). The notice
must contain information about the person to be nominated and the nominating
stockholder, including, (i) the name, address, principal occupation and number
of shares of NIB owned by the nominee, (ii) the name, address and number of
shares of NIB owned by the nominating stockholder, (iii) the number of shares
of any other financial institution owned by the nominee or the nominating
stockholder, the name of such institution and whether the nominee is on the
board of any other financial institution, (v) whether the nominee has ever been
convicted of or pleaded nolo contendere to certain criminal offenses or filed a
petition in bankruptcy or been adjudged a bankrupt; and (v) whether the
proposed nominee is or has ever been prohibited by any regulatory agency from
serving on the board of any financial institution. The nominee must hold the
required qualifying shares for a director of The New Iberia Bank at the time of
his nomination. The notice must be signed by the nominating stockholder and the
nominee and must be accompanied by a consent to be named as a nominee for
election as a director from the nominee. The Board is not required to nominate
in the annual proxy statement any person so proposed; however, compliance with
this procedure would permit a stockholder to nominate the individual at the
stockholders' meeting, and any stockholder may vote such holder's shares in
person or by proxy for any individual such holder desires. Stockholder
nominations not made in accordance with this procedure may be disregarded by
the Chairman of the meeting and all votes cast for such nominee may be
disregarded.
Further, NIB's Bylaws include advance notice requirements for business to
be proposed by stockholders at any annual meeting of stockholders. Such notice
must be in writing and delivered or mailed to the Secretary of NIB at NIB's
principal executive office. It must be received 65 days prior to the first
anniversary of the preceding year's annual meeting (or, if the annual meeting is
advanced by more than 30 days or delayed for more than 60 days from the first
anniversary, 65 days prior to the newly-scheduled annual meeting). It must
contain (i) a brief description of the business to be brought before the meeting
and the reasons therefor, (ii) the name, address and number of shares of stock
of NIB held by the proposing stockholder, (iii) a representation that the
stockholder intends to appear at the meeting to present the business and (iv)
any material interest of the stockholder in the business. Further, the proposed
business must be a proper subject to be brought before the annual meeting. After
receipt of such a notice, the Board is required to determine (at its next
regular meeting or within three business days of receipt, whichever is later)
whether the business is a proper subject to be brought before the meeting. The
Chairman of the Board is required to notify the proposing stockholder promptly
if the Board determines the proposal is not proper or is otherwise not in
compliance with the requirements of the Bylaws.
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<PAGE> 36
MERGERS, CONSOLIDATIONS, AND SALES OF ASSETS GENERALLY
Regions. The Certificate generally requires the affirmative vote of the
holders of at least 75% of the outstanding voting stock of Regions to effect (i)
any merger or consolidation with or into any other corporation, or (ii) any sale
or lease of any substantial part of the assets of Regions to any party that
beneficially owns 5.0% or more of the outstanding shares of Regions voting
stock, unless the transaction was approved by Regions' Board of Directors before
the other party became a 5.0% beneficial owner or is approved by 75% or more of
the Board of Directors after the party becomes such a 5.0% beneficial owner. In
addition, the Delaware GCL generally requires the approval of a majority of the
outstanding voting stock of Regions to effect (i) any merger or consolidation
with or into any other corporation, (ii) any sale, lease, or exchange of all or
substantially all of Regions property and assets, or (iii) the dissolution of
Regions. However, pursuant to the Delaware GCL, Regions may enter into a merger
transaction without stockholder approval if (i) Regions is the surviving
corporation, (ii) the agreement of merger does not amend in any respect Regions'
Certificate, (iii) each share of Regions stock outstanding immediately prior to
the effective date of the merger is to be an identical outstanding or treasury
share of Regions after the effective date of the merger, and (iv) either no
shares of Regions Common Stock and no shares, securities, or obligations
convertible into such stock are to be issued or delivered under the plan of
merger, or the authorized unissued shares or the treasury shares of Regions
Common Stock to be issued or delivered under the plan of merger plus those
initially issuable upon conversion of any other shares, securities, or
obligations to be issued or delivered under such plan do not exceed 20% of the
shares of Regions Common Stock outstanding immediately prior to the effective
date of the merger.
NIB. The Louisiana Act generally requires the affirmative vote of at least
two-thirds of the voting power present, or by such larger or smaller vote, but
not less than a majority of the voting power present or of the total voting
power, as the Articles of Incorporation may prescribe to effect (i) any merger
or consolidation with or into any other corporation, or (ii) any sale or lease
of any substantial part of the assets of the corporation if the corporation is
not insolvent. NIB's Articles provide that the affirmative vote of not less than
two-thirds of the outstanding stock of NIB is required to approve, among others,
any merger, consolidation or transfer of corporate assets.
BUSINESS COMBINATIONS WITH CERTAIN PERSONS
Regions. Section 203 of the Delaware GCL ("Section 203") places certain
restrictions on "business combinations" (as defined in Section 203 to include,
generally, mergers, sales and leases of assets, issuances of securities, and
similar transactions) by Delaware corporations with an "interested stockholder"
(as defined in Section 203 to include, generally, the beneficial owner of 15% or
more of the corporation's outstanding voting stock). Section 203 generally
applies to Delaware corporations, such as Regions, that have a class of voting
stock listed on a national securities exchange, authorized for quotation on an
interdealer quotation system of a registered national securities association, or
held of record by more than 2,000 stockholders, unless the corporation expressly
elects in its certificate of incorporation or bylaws not to be governed by
Section 203.
Regions has not specifically elected to avoid the application of Section
203. As a result, Section 203 generally would prohibit a business combination by
Regions or a subsidiary with an interested stockholder within three years after
the person or entity becomes an interested stockholder, unless (i) prior to the
time when the person or entity becomes an interested stockholder, Regions' Board
of Directors approved either the business combination or the transaction
pursuant to which such person or entity became an interested stockholder, (ii)
upon consummation of the transaction in which the person or entity became an
interested stockholder, the interested stockholder held at least 85% of the
outstanding Regions voting stock (excluding shares held by persons who are both
officers and directors and shares held by certain employee benefit plans), or
(iii) once the person or entity becomes an interested stockholder, the business
combination is approved by Regions' Board of Directors and by the holders of at
least two-thirds of the outstanding Regions voting stock, excluding shares owned
by the interested stockholder.
NIB. Section 133 of the Louisiana Act ("Section 133") places similar
restrictions on "business combinations" (as defined in Section 132(4) of the
Louisiana Act, generally including mergers, consolidations, share exchanges,
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<PAGE> 37
sales and leases of assets, issuances of securities, and similar transactions)
by Louisiana corporations with an "interested stockholder" (as defined in
Section 132(9) of the Louisiana Act, generally the beneficial owner of 10% or
more of the voting power of the then outstanding voting stock and affiliates of
such persons). Section 133 generally applies to business combinations of
Louisiana corporations having greater than 100 beneficial owners of its stock or
which did not have an interested stockholder on January 1, 1985, unless the
articles of incorporation expressly provide otherwise. Section 133 generally
does not apply provided the stockholders receive in the business combination
substantially similar consideration for their shares of stock in the corporation
in terms of price and method of payment, as determined in accordance with
Section 134B of the Louisiana Act, as the interested stockholder received for
its shares of stock in the corporation acquired by such interested stockholder
within two years of such business combination.
As NIB has not specifically elected to avoid the application of Section
133, Section 133 generally would prohibit a business combination by NIB with an
interested stockholder unless the business combination is recommended by NIB's
Board and approved by the affirmative vote of at least each of the following:
(i) 80% of the votes entitled to be cast by outstanding shares of NIB voting
stock voting together as a single voting group and (ii) two-thirds of the votes
entitled to be cast by holders of NIB voting stock, other than voting stock held
by the interested stockholder who is a party to the business combination with
NIB, voting together as a single voting group. As authorized by Section 134C,
the Board of Directors adopted a resolution exempting the proposed Merger with
Regions from Section 133. However, as Regions is not an "interested stockholder"
with respect to NIB, Section 133 would not apply to the Merger in any event.
Under Sections 135 through 140.2 of the Louisiana Act (the "Control Share
Law"), a person who acquires shares in certain Louisiana corporations (including
NIB) and as a result increases such person's voting power in the corporation to
or above any of three threshold levels (i.e., 20%, 33 1/3%, and 50%), acquires
the voting rights with respect to such shares only to the extent granted by a
majority in voting interest of the pre-existing, disinterested stockholders of
the corporation. Certain acquisitions of shares are exempted from the provisions
of the Control Share Law, including acquisitions pursuant to a merger,
consolidation, or share exchange agreement to which the corporation is a party.
Since Regions' acquisition of NIB Common Stock is to be made pursuant to a
merger and NIB and Regions are parties to the Agreement with respect thereto,
the Control Share Law does not apply to the Merger.
DISSENTERS' RIGHTS OF APPRAISAL
Regions. The rights of appraisal of dissenting stockholders of Regions are
governed by the Delaware GCL. Pursuant thereto, except as described below, any
stockholder has the right to dissent from any merger of which Regions could be a
constituent corporation. No appraisal rights are available, however, for (i) the
shares of any class or series of stock that is either listed on a national
securities exchange, quoted on the Nasdaq National Market, or held of record by
more than 2,000 stockholders or (ii) any shares of stock of the constituent
corporation surviving a merger if the merger did not require the approval of the
surviving corporation's stockholders, unless, in either case, the holders of
such stock are required by an agreement of merger or consolidation to accept for
that stock something other than: (a) shares of stock of the corporation
surviving or resulting from the merger or consolidation; (b) shares of stock of
any other corporation that will be listed at the effective date of the merger on
a national securities exchange, quoted on the Nasdaq National Market, or held of
record by more than 2,000 stockholders; (c) cash in lieu of fractional shares of
stock described in clause (a) or (b) immediately above; or (d) any combination
of the shares of stock and cash in lieu of fractional shares described in
clauses (a) through (c) immediately above. Because Regions Common Stock is
quoted on the Nasdaq National Market and is held of record by more than 2,000
stockholders, unless the exception described immediately above applies, holders
of Regions Common Stock do not have dissenters' rights of appraisal.
NIB. The rights of appraisal of dissenting stockholders under Louisiana law
are described under "Description
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of the Transaction--Dissenting Stockholders."
STOCKHOLDERS' RIGHTS TO EXAMINE BOOKS AND RECORDS
Regions. The Delaware GCL provides that a stockholder may inspect books and
records upon written demand under oath stating the purpose of the inspection, if
such purpose is reasonably related to such person's interest as a stockholder.
NIB. Pursuant to the Louisiana Act, upon at least 5 days written notice of
a demand to inspect corporate records, a stockholder who owns (and has owned for
at least 6 months) at least 2% of the outstanding stock (25% in the case of a
business competitor) is entitled to inspect specified corporate records for any
proper and reasonable purpose.
DIVIDENDS
Regions. The Delaware GCL provides that, subject to any restrictions in the
corporation's certificate of incorporation, dividends may be declared from the
corporation's surplus, or, if there is no surplus, from its net profits for the
fiscal year in which the dividend is declared and the preceding fiscal year.
Dividends may not be declared, however, if the corporation's capital has been
diminished to an amount less than the aggregate amount of all capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets. Substantially all of the funds
available for the payment of dividends by Regions are derived from its
subsidiary depository institutions. There are various statutory limitations on
the ability of Regions' subsidiary depository institutions to pay dividends to
Regions. See "Certain Regulatory Considerations--Payment of Dividends."
NIB. Pursuant to the Louisiana Act, a board of directors may from time to
time make distributions out of surplus, as defined in the Louisiana Act, to its
stockholders, subject to restrictions in its articles of incorporation, except
when the corporation is insolvent or would thereby be made insolvent. If the
corporation has no surplus available for dividends, it may pay dividends out of
its net profits for the then current or preceding fiscal year or both, except no
dividend may be paid at a time when the corporation's assets are (or would
thereby be made) exceeded by its liabilities, or when the net assets are (or
would thereby be made) less than the aggregate amount payable on liquidation to
any shares of NIB common stock which have preferential rights in the event of
liquidation.
COMPARATIVE MARKET PRICES AND DIVIDENDS
Regions Common Stock is quoted on the Nasdaq National Market under the
symbol "RGBK." NIB Common Stock is traded on the American Stock Exchange under
the symbol "NIB." The following table sets forth, for the indicated periods, the
high and low closing sale prices for Regions Common Stock and NIB Common Stock
as reported on the Nasdaq National Market and the American Stock Exchange,
respectively, and the cash dividends declared per share of Regions Common Stock
and NIB Common Stock for the indicated periods. The dividend information for NIB
Common Stock has been restated to reflect a 40 for 1 stock split effected on
April 17, 1995 and a three-for-two stock split effected as a 50% stock dividend
declared by the Board on August 12, 1996 and paid on September 24, 1996 to
stockholders of record on September 10, 1996. Trading of NIB Common Stock on the
American Stock Exchange commenced in August 1995; accordingly, share price
information for NIB Common Stock for the first two quarters of 1995 is
not included in the following table. (Based upon limited stock transactions
between NIB and certain stockholders, it is believed that the stock of NIB
traded at approximately $2.92 (as adjusted) during the first half of 1995. There
can be no assurance that this limited information adequately reflects the actual
high and low bids or prices for stock of NIB and, in fact, NIB believes that
private sales between individuals may have taken place at higher and lower
prices during those periods.)
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<TABLE>
<CAPTION>
REGIONS NIB
PRICE RANGE CASH DIVIDENDS PRICE RANGE CASH DIVIDENDS
----------- DECLARED ----------- DECLARED
HIGH LOW PER SHARE HIGH LOW PER SHARE
---- --- --------- ---- --- ---------
<S> <C> <C> <C> <C> <C> <C>
1995
First Quarter ............... $36.50 $31.63 $ .33 $ .05
Second Quarter................ 37.44 34.50 .33 .05
Third Quarter................. 41.25 37.00 .33 $12.92 $ 9.33 .05
Fourth Quarter................ 44.88 39.63 .33 15.83 11.17 .15
1996
First Quarter ................ 48.00 40.75 .35 17.92 15.25 .05
Second Quarter ............... 48.38 42.25 .35 17.17 16.75 .05
Third Quarter................. 48.63 43.63 .35 16.92 13.00 .16
Fourth Quarter................ 53.75 48.77 .35 18.88 17.00 .15
1997
First Quarter................. 61.88 51.38 .40 22.00 19.00 .08
Second Quarter (through
April 22, 1997) .............. 56.50 55.25 -- 20.00 19.25 --
</TABLE>
On April 22, 1997, the last reported sale price of Regions Common Stock as
reported on the Nasdaq National Market, and the price of NIB Common Stock as
reported on the American Stock Exchange, were $55.88 and $19.75, respectively.
On February 13, 1997, the last business day prior to public announcement of the
proposed Merger, the last reported sale prices of Regions Common Stock and NIB
Common Stock as reported on such markets were $57.50 and $21.00, respectively.
The holders of Regions Common Stock are entitled to receive dividends when
and if declared by the Board of Directors out of funds legally available
therefor. Regions has paid regular quarterly cash dividends since 1971. Although
Regions currently intends to continue to pay quarterly cash dividends on the
Regions Common Stock, there can be no assurance that Regions' dividend policy
will remain unchanged after completion of the Merger. The declaration and
payment of dividends thereafter will depend upon business conditions, operating
results, capital and reserve requirements, and the Board of Directors'
consideration of other relevant factors.
Regions is a legal entity separate and distinct from its subsidiaries and
its revenues depend in significant part on the payment of dividends from its
subsidiary financial institutions, particularly Regions Bank in Alabama.
Regions' subsidiary depository institutions are subject to certain legal
restrictions on the amount of dividends they are permitted to pay. See "Certain
Regulatory Considerations--Payment of Dividends."
NIB's dividend policy is to pay dividends when declared by the Board of
Directors on a quarterly basis. The declaration of dividends is considered at
the first Board meeting following the end of the quarter. Dividends, when
declared, are disbursed out of funds legally available under Louisiana banking
laws for state banks. NIB changed from semi-annual to quarterly dividend
payments in March 1995 and has paid a quarterly dividend since that time.
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<PAGE> 40
BUSINESS OF NIB
NIB is a bank holding company organized under the laws of the state of
Louisiana with its principal executive office located in New Iberia, Louisiana.
NIB operates principally through the Bank, which is a state-chartered commercial
bank and which provides a range of retail banking services through 12 offices in
Iberia, Lafayette, and Vermilion Parishes. At December 31, 1996, NIB had total
consolidated assets of approximately $299 million, total consolidated deposits
of approximately $269 million, and total consolidated stockholders' equity of
approximately $26 million. NIB's principal executive office is located at 800
South Lewis Street, New Iberia, Louisiana, 70560, and its telephone number at
such address is (318) 365-6761.
Additional information with respect to NIB and its subsidiaries is included
in documents incorporated by reference in this Proxy Statement/Prospectus.
A copy of NIB's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, which is incorporated by reference herein, accompanies this Proxy
Statement/Prospectus.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF NIB
The following table sets forth certain information concerning the
beneficial owners of more than 5.0% of NIB Common Stock, as of April 22, 1997.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- -------------- ------------------- -------------------- ----------
DIRECT INDIRECT
--------------------
<S> <C> <C> <C>
Common Stock Honorable Robert M. Fleming 907,320(1) 30.24%
Provisional Executor of the
Estate of Jules B. Schwing and
the Estate of Marie Louise Landry
Schwing
P.O. Box 1150
Franklin, LA 70538-1150
Common Stock Jules A. ("Tony") Schwing (2) 39,000 151,220 6.34
106 Bayou Drive
New Iberia, LA 70560
Common Stock Edmond L. Schwing (2) 40,800 151,220 6.40
5306 Shoreline Drive
New Iberia, LA 70560
Common Stock John E. Schwing, III (2) 39,600 151,220 6.36
223 Woodland Circle
New Iberia, LA 70560
Common Stock Marie Louise Schwing (2) 40,800 302,440 11.44
625 E. Main Street
New Iberia, LA 70560
Common Stock Susan Marie Schwing (3) 53,580 151,220 6.83
Brentwood Blvd.
Lafayette, LA 70503-3916
Common Stock The New Iberia Bancorp, Inc. 760,834 25.36
Concerned Shareholders Group (4)
Parish of Iberia, State of Louisiana
</TABLE>
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<PAGE> 41
(1) The Estates of Jules B. Schwing and Marie Louise Landry Schwing,
Provisional Executor Honorable Robert M. Fleming, beneficially own 907,320
shares or 30.24% of the outstanding common stock of NIB. Jules B. Schwing
died on April 14, 1991, and Jules A. ("Tony") Schwing was appointed and
confirmed as Executor for the succession of Jules B. Schwing on April 23,
1991. Marie Louise Landry Schwing died on June 17, 1985, and Jules A.
("Tony") Schwing was appointed and confirmed as Executor for the
Succession of Marie Louise Landry Schwing on September 28, 1993. Robert M.
Fleming was appointed Provisional Executor of the Estates of Jules B.
Schwing and Marie Louise Landry Schwing on or about April 13, 1995, and
Letters of Provisional Administration were issued to him on or about April
21, 1995. Each of the heirs with interests in the stock (being Jules A.
("Tony") Schwing, Edmond Schwing, John Schwing, Marie Schwing,
individually and as curatrix for Charles Schwing, and Susan Schwing) claim
under a Joint Motion and Judgment dated April 13, 1995, entered in the
succession proceedings, the right to direct the Executor as to the voting
of one-sixth, or approximately 151,220 shares each (and, as to Marie
Schwing, two-sixths) of the stock in the successions. It is unknown at
this time whether a change in control will occur when the shares owned by
the estates are distributed. The Estates and Jules A. ("Tony") Schwing and
his siblings as a group own 1,121,000 shares (37.37%) of NIB's outstanding
common stock. The siblings of the deceased Jules B. Schwing (the children
of J.E. Schwing other than the deceased Jules B. Schwing) collectively own
246,982 shares (8.23%) of NIB's outstanding common stock. The
aforementioned stockholders own, in the aggregate, 1,367,982 shares of
stock making them, as a group, 45.59% beneficial owners. The individual
members of the Schwing family disclaim any beneficial ownership in the
shares owned by the other members of the Schwing family.
(2) Information taken from Schedule 13D/A (Amendment No. 3) dated May 12, 1995,
and filed by the following persons with the SEC: Jules A. Schwing, Estate
of Jules B. Schwing, Estate of Marie Louise Landry Schwing, Robert M.
Fleming, as Provisional Executor of the Estate of Jules B. Schwing and the
Estate of Marie Louise Landry Schwing, Edmond L. Schwing, John E. Schwing,
III, Marie Louise Schwing, Edmond A. Lamperez, M.D., James L. Gray, Charles
C. LeMaire and Eugene A. Patout. Although these persons denied the
existence of a group and disclaimed beneficial ownership of the stock held
by the others (except as to the interests of Jules A., Edmond L., John E.
and Marie Louise Schwing, in the shares held by the Estates), the Schedule
13D/A reports that collectively those persons beneficially owned in the
aggregate 1,101,120 shares representing approximately 36.7% of the
outstanding common stock of NIB. The Schedule 13D/A filing by this group
suggests that the group may take actions that might result in a change in
control of NIB. Edmond L. Schwing has 4,000 shares included in direct
total being held in Street Name.
(3) Information taken from Schedule 13D filed by Susan Schwing with the SEC on
May 18, 1995.
(4) On July 11, 1996, The New Iberia Bancorp, Inc. Concerned Shareholders
Group (the "Group"), consisting of stockholders of NIB owning
approximately 25.4% of the issued and outstanding common stock of NIB,
filed a Schedule 13D with the Securities and Exchange Commission in which
the members of the Group stated their intention to cooperate as a group to
oppose a proposed merger of NIB with and into Whitney Holding Corporation.
The information set forth herein with respect to the Group is taken from
its Schedule 13D. The members included are: Anna Louise S. Allain
(36,480 shares), Richard S. Allain, Sr. (600 shares), Roy J. Breaux, Jr.
(45,000 shares), Mrs. Roy Breaux, Sr. (1,140 shares), Royce E. Breaux
(45,000 shares), Roy Breaux, Jr. & R.C. Breaux Trust (4,800 shares),
Benedict Jacques Broussard (13,680 shares), Daniel Broussard (13,530
shares), Edwin S. Broussard, III (17,895 shares), Estate of George Patout
Broussard (38,580 shares), Flora Therese Schwing Broussard (17,700
shares), George P. Broussard, Jr. (9,570 shares), Kenneth J.S. Broussard
(13,680 shares), Thomas S. Broussard, Sr. (13,320 shares), Alice C. Porter
(27,240 shares), Henry D. Porter (1,620 shares), Lena Savoy Maumus
Usufruct (36,000 shares), Pat Dougherty-Henriette S. Dougherty Usufruct
(3,000 shares), Henriette S. Dougherty (33,120 shares), Margaret Ann
Robbins Labiche (2,345 shares), John Thomas Robbins (3,366 shares), Alton
P. Lasalle (1,980 shares), Alfred W. Lasalle (9,000 shares), Harriet
Minvielle Lasalle (3,000 shares), Ruel Robbins and Mary Robbins (900
shares), Mary S. Robbins (29,082 shares), Ruel Howard Robbins, Jr (2,346
shares), James W. Schwing, Sr. (43,680 shares), Paul Schwing (33,420
shares), Pierre F. Schwing (34,740 shares), Susan M. Schwing (204,800
shares), Gregory Robert Olivier Dekeyzer (1,200 shares), Frankie Olivier
Patout (6,600 shares), Jules G. Patout (9,000 shares), Frederic F. Ric
Patout (300 shares), and Alfred Granger, Jr. (3,120 shares). A merger
agreement was never executed by NIB and Whitney Holding Corporation and a
press release announcing the termination of negotiations with respect to
such a transaction was issued by NIB on July 16, 1996.
Information concerning the security ownership of management is included in the
Annual Report of NIB on Form 10-K for the year ended December 31, 1996, which
is incorporated herein by reference. See "Documents Incorporated by Reference."
Since the date of such Annual Report, J. Preston Duhe, listed as a director of
the Bank, retired as a Bank director effective March 31, 1997.
CERTAIN LITIGATION
The Bank is named as the trustee of the Jules B. Schwing Childrens Trust (the
"Trust") in the last will and testament of Jules B. Schwing. Under the will,
the main asset of the Trust will be stock of NIB although the Succession has
not been closed and the assets thereof have not been disbursed to the heirs and
legatees. The successions of Jules B. and Marie Louise Landry Schwing
collectively hold approximately 31% of the total issued and outstanding common
stock of NIB. It is not certain exactly what portion of that stock may be
subject to the Trust.
On or about April 1, 1996, in the 16th Judicial District Court, Iberia Parish,
Louisiana (Docket No. 13847), certain of the children of Jules B. Schwing,
namely Jules A. Schwing, Marie Louise Schwing, Edmond L. Schwing, John E.
Schwing III and Charles E. Schwing (the "Petitioning Heirs"), filed in the
Succession a Petition to Annul Probated Testament (the "Petition") which sought
to annul the last will and testament of Jules B. Schwing. The Bank, as trustee
of the Trust, was named as a defendant in the Petition.
On June 24, 1996, the Bank, in its capacity as trustee of the Trust, filed in
the Succession an Exception to Unauthorized Use of Ordinary Proceeding and
Motion to Convert Petition to Annul Probated Testament to Summary Proceeding.
Prior to the hearing on this matter, in support of the Bank's exceptions and
motion, Robert M. Fleming, the court appointed Executor of the Succession,
filed a Memorandum in Opposition to Use of Ordinary Proceeding to Annul
Testament. This Exception was granted on August 8, 1996, and the matter is
to proceed to trial as a summary proceeding.
On or about October 16, 1996, the Petitioning Heirs filed a Motion to
Terminate, in Part, or Modify Trust, or Alternatively, to Appoint a Substitute
Trustee, which seeks to terminate or modify the Trust or to appoint a
substitute trustee in place of the Bank. Motions for Partial Summary Judgment
on these motions were heard on February 21, 1997 and are pending.
A trial on these matters was set for March 31, 1997. Pursuant to a Motion to
Continue filed by all parties, the trial has been continued without date.
37
<PAGE> 42
BUSINESS OF REGIONS
GENERAL
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 377 banking offices located in Alabama, Florida, Georgia,
Louisiana, and Tennessee as of December 31, 1996. At that date, Regions had
total consolidated assets of approximately $18.9 billion, total consolidated
deposits of approximately $15.0 billion and total consolidated stockholders'
equity of approximately $1.6 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 December 31, 1996 information:
<TABLE>
<CAPTION>
NUMBER OF TOTAL TOTAL
BANKING OFFICES ASSETS DEPOSITS
--------------- ------ --------
(In thousands)
<S> <C> <C> <C>
Alabama............ 183 $11,923 $9,044
Florida............ 36 1,194 1,081
Georgia............ 74 3,473 2,998
Louisiana.......... 59 2,155 1,820
Tennessee.......... 25 507 458
</TABLE>
Regions was organized under the laws of the state of Delaware and commenced
operations in 1971 under the name First Alabama Bancshares, Inc. In 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
acquiror.
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."
RECENT DEVELOPMENTS
Recent Acquisitions. Since December 31, 1996, Regions has completed the
acquisitions of four financial institutions (the "Recently Completed
Acquisitions"), certain aspects of which transactions are set forth in the
following table:
38
<PAGE> 43
<TABLE>
<CAPTION>
CONSIDERATION
-------------
APPROXIMATE
----------- ACCOUNTING
INSTITUTION ASSET SIZE(1) VALUE(1) TYPE TREATMENT
----------- ---------- ----- ---- ---------
(In millions)
<S> <C> <C> <C> <C>
Florida First Bancorp, Inc., located in Panama $ 297 $ 40 Cash Purchase
City, Florida
Allied Bankshares, Inc., located in Thomson, 569 158 Regions Pooling
Georgia Common of
Stock Interests
West Carroll Bancshares, Inc., located in Regions Pooling
Oak Grove, Louisiana 127 37 Common of
Stock Interests
Gulf South Bancshares, Inc., located in Gretna, 55 10 Regions Purchase
Louisiana Common
Stock
Totals $ 1,048 $ 245
========= ======
</TABLE>
- ---------------
(1) Calculated as of the date of consummation.
Other Pending Acquisitions. As of the date of this Proxy
Statement/Prospectus, Regions has pending three acquisitions in addition to NIB
(the "Other Pending Acquisitions," and, together with the Recently Completed
Acquisitions, the "Other Acquisitions"), certain aspects of which transactions
are set forth below:
<TABLE>
<CAPTION>
CONSIDERATION
APPROXIMATE -------------
----------- ACCOUNTING
INSTITUTION ASSET SIZE VALUE(1) TYPE TREATMENT
----------- ---------- ----- ---- ---------
(In millions)
<S> <C> <C> <C> <C>
First Mercantile National Bank, located in Longwood, 145 21 Cash Purchase
Florida
First Bankshares, Inc., located in Hapeville, 106 19 Regions Pooling
Georgia Common of
Stock Interests
SB&T Corporation, located in Smyrna, 152 26 Regions Pooling
Georgia ----- ----- Common of
Stock Interests
Totals $ 403 $ 66
===== =====
</TABLE>
- ---------------
(1) Calculated as of the date of announcement of the transaction.
Consummation of the Other Pending Acquisitions is subject to the approval
of certain regulatory agencies, and of the stockholders of the institutions to
be acquired. 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 transactions will be satisfied in a manner that
will result in their consummation.
39
<PAGE> 44
If the Other Acquisitions and the Merger had been consummated on December
31, 1996, Regions' total consolidated assets would have increased by
approximately $1.7 billion to approximately $20.6 billion; its total
consolidated deposits would have increased by approximately $1.5 billion to
approximately $16.5 billion; and its total consolidated stockholders' equity
would have increased by approximately $120 million to approximately $1.7
billion.
Proposed Stock Split. Subject to stockholder approval of a proposed
amendment to the Certificate of Incorporation increasing the number of
authorized shares from 120,000,000 to 240,000,000, Regions intends to effect a 2
for 1 stock split on June 13, 1997.
40
<PAGE> 45
CERTAIN REGULATORY CONSIDERATIONS
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to banks and bank holding companies and provides
certain specific information related to Regions and NIB. Additional information
is available in Regions' Annual Report on Form 10-K for the fiscal year ended
December 31, 1996. See "Documents Incorporated by Reference."
GENERAL
Regions and NIB are both bank holding companies registered with the Federal
Reserve under the BHC Act. As such, Regions and NIB and their non-bank
subsidiaries are subject to the supervision, examination, and reporting
requirements of the BHC Act and the regulations of the Federal Reserve. In
addition, as a savings and loan holding company, Regions is also registered with
the OTS and is subject to the regulation, supervision, examination, and
reporting requirements of the OTS.
The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before: (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or control
more than 5.0% of the voting shares of the bank; (ii) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of any bank; or (iii) it may merge or consolidate with any other bank
holding company. Similar federal statutes require savings and loan holding
companies and other companies to obtain the prior approval of the OTS before
acquiring direct or indirect ownership or control of a savings association.
The BHC Act further provides that the Federal Reserve may not approve any
transaction that would result in a monopoly or would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking in any section of the United States, or the effect of which may be
substantially to lessen competition or to tend to create a monopoly in any
section of the country, or that in any other manner would be in restraint of
trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. Consideration of financial resources generally focuses on capital
adequacy, and consideration of convenience and needs issues includes the
parties' performance under the Community Reinvestment Act of 1977.
The BHC Act, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act"), which became effective in September 1995, repealed
the prior statutory restrictions on interstate acquisitions of banks by bank
holding companies, such that Regions, and any other bank holding company located
in Alabama may now acquire a bank located in any other state, and any bank
holding company located outside Alabama may lawfully acquire any Alabama-based
bank, regardless of state law to the contrary, in either case subject to certain
deposit-percentage, aging requirements, and other restrictions. The Interstate
Banking Act also generally provides that, after June 1, 1997, national and
state-chartered banks may branch interstate through acquisitions of banks in
other states. By adopting legislation prior to that date, a state has the
ability either to "opt in" and accelerate the date after which interstate
branching is permissible or "opt out" and prohibit interstate branching
altogether. As of the date of this Proxy Statement/Prospectus, none of the
states in which the banking subsidiaries of Regions or NIB are located has
either moved up the date after which interstate branching will be permissible or
"opted out." Assuming no state action prior to June 1, 1997, Regions would be
able to consolidate all of its bank subsidiaries into a single bank with
interstate branches following that date.
The BHC Act generally prohibits Regions and NIB from engaging in activities
other than banking or managing or
41
<PAGE> 46
controlling banks or other permissible subsidiaries and from acquiring or
retaining direct or indirect control of any company engaged in any activities
other than those activities determined by the Federal Reserve to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. In determining whether a particular activity is permissible, the
Federal Reserve must consider whether the performance of such an activity
reasonably can be expected to produce benefits to the public, such as greater
convenience, increased competition, or gains in efficiency, that outweigh
possible adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interest, or unsound banking practices. For
example, factoring accounts receivable, acquiring or servicing loans, leasing
personal property, conducting discount securities brokerage activities,
performing certain data processing services, acting as agent or broker in
selling credit life insurance and certain other types of insurance in connection
with credit transactions, and performing certain insurance underwriting
activities all have been determined by the Federal Reserve to be permissible
activities of bank holding companies. The BHC Act does not place territorial
limitations on permissible nonbanking activities of bank holding companies.
Despite prior approval, the Federal Reserve has the power to order a bank
holding company or its subsidiaries to terminate any activity or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness, or stability of
any bank subsidiary of that bank holding company.
Each of the subsidiary depository institutions of Regions and NIB is a
member of the Federal Deposit Insurance Corporation (the "FDIC"), and as such,
its deposits are insured by the FDIC to the extent provided by law. Each such
subsidiary is also subject to numerous state and federal statutes and
regulations that affect its business, activities, and operations, and each is
supervised and examined by one or more state or federal bank regulatory
agencies.
The regulatory agencies having supervisory jurisdiction over the
respective subsidiary institutions of Regions and NIB (the FDIC and the
applicable state authority in the case of state-chartered nonmember banks and
the OTS in the case of federally chartered thrift institutions) regularly
examine the operations of such institutions and have authority to approve or
disapprove mergers, consolidations, the establishment of branches, and similar
corporate actions. The federal and state banking regulators also have the power
to prevent the continuance or development of unsafe or unsound banking practices
or other violations of law.
PAYMENT OF DIVIDENDS
Regions and NIB are legal entities separate and distinct from their
banking, thrift, and other subsidiaries. The principal sources of cash flow of
both Regions and NIB, including cash flow to pay dividends to their respective
stockholders, are dividends from their subsidiary depository institutions. There
are statutory and regulatory limitations on the payment of dividends by these
subsidiary depository institutions to Regions and NIB, as well as by Regions and
NIB to their stockholders.
As to the payment of dividends, the Bank and all of Regions'
state-chartered banking subsidiaries are subject to the respective laws and
regulations of the state in which the bank is located, and to the regulations of
the bank's primary federal regulator. Regions' subsidiaries that are thrift
institutions are subject to the OTS' capital distributions regulation.
If, in the opinion of the federal banking regulatory agency, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), such agency may
require, after notice and hearing, that such institution cease and desist from
such practice. The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice. Under the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), an
42
<PAGE> 47
insured institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. See "--Prompt Corrective
Action." Moreover, the federal agencies have issued policy statements which
provide that bank holding companies and insured banks should generally pay
dividends only out of current operating earnings.
At December 31, 1996, under dividend restrictions imposed under federal and
state laws, the subsidiary depository institutions of Regions and NIB, without
obtaining governmental approvals, could declare aggregate dividends to Regions
and NIB of approximately $169 million and $4.6 million respectively.
The payment of dividends by Regions and NIB and their subsidiary depository
institutions may also be affected or limited by other factors, such as the
requirement to maintain adequate capital above regulatory guidelines.
CAPITAL ADEQUACY
Regions, NIB, and their respective subsidiary depository institutions are
required to comply with the capital adequacy standards established by the
Federal Reserve in the case of Regions and NIB and the appropriate federal
banking regulator in the case of each of their subsidiary depository
institutions. There are two basic measures of capital adequacy for bank holding
companies that have been promulgated by the Federal Reserve: a risk-based
measure and a leverage measure. All applicable capital standards must be
satisfied for a bank holding company to be considered in compliance.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and bank
holding companies, to account for off-balance-sheet exposure, and to minimize
disincentives for holding liquid assets. Assets and off-balance-sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance-sheet items.
The minimum guideline for the ratio (the "Total Capital Ratio") of total
capital ("Total Capital") to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of Total Capital must be composed of common equity, undivided profits,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets
("Tier 1 Capital"). The remainder may consist of subordinated debt, other
preferred stock, and a limited amount of loan loss reserves ("Tier 2 Capital").
At December 31, 1996, Regions' consolidated Total Capital Ratio and its Tier 1
Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted assets) were
13.59% and 10.81%, respectively, and NIB's consolidated Total Capital and Tier 1
Capital Ratios were 15.8% and 14.6%, respectively.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets (the "Leverage Ratio"), of 3.0% for bank holding companies
that meet certain specified criteria, including having the highest regulatory
rating. All other bank holding companies generally are required to maintain a
Leverage Ratio of at least 3.0%, plus an additional cushion of 100 to 200 basis
points. Regions' and NIB's respective Leverage Ratios at December 31, 1996, were
7.44% and 8.9%. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels
without significant reliance on intangible assets. Furthermore, the Federal
Reserve has indicated that it will consider a "tangible Tier 1 Capital leverage
ratio" (deducting all intangibles) and other indicators of capital strength in
evaluating proposals for expansion or new activities.
Each of Regions' and NIB's subsidiary depository institutions is subject to
risk-based and leverage capital
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<PAGE> 48
requirements adopted by its federal banking regulator, which are substantially
similar to those adopted by the Federal Reserve. Each of the subsidiary
depository institutions was in compliance with applicable minimum capital
requirements as of December 31, 1996. Neither Regions, NIB, nor any of their
subsidiary depository institutions has been advised by any federal banking
agency of any specific minimum capital ratio requirement applicable to it.
Failure to meet capital guidelines could subject a bank or thrift
institution to a variety of enforcement remedies, including issuance of a
capital directive, the termination of deposit insurance by the FDIC, a
prohibition on the taking of brokered deposits, and to certain other
restrictions on its business. As described below, substantial additional
restrictions can be imposed upon FDIC-insured depository institutions that fail
to meet applicable capital requirements. See "--Prompt Corrective Action."
The federal bank regulators continue to indicate their desire to raise
capital requirements applicable to banking organizations beyond their current
levels. In this regard, the Federal Reserve, the OCC, and the FDIC have,
pursuant to FDICIA, recently adopted final regulations requiring regulators to
consider interest rate risk (when the interest rate sensitivity of an
institution's assets does not match the sensitivity of its liabilities or its
off-balance-sheet position) in the evaluation of a bank's capital adequacy. The
bank regulatory agencies have concurrently proposed a methodology for evaluating
interest rate risk which would require banks with excessive interest rate risk
exposure to hold additional amounts of capital against such exposures. The OTS
has already included an interest-rate risk component in its risk-based capital
guidelines for savings associations that it regulates.
SUPPORT OF SUBSIDIARY INSTITUTIONS
Under Federal Reserve policy, Regions and NIB are expected to act as
sources of financial strength for, and to commit resources to support, each of
their respective banking subsidiaries. This support may be required at times
when, absent such Federal Reserve policy, Regions or NIB may not be inclined to
provide it. In addition, any capital loans by a bank holding company to any of
its banking subsidiaries are subordinate in right of payment to deposits and to
certain other indebtedness of such banks. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
Under the Federal Deposit Insurance Act ("FDIA"), a depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC after August 9, 1989, in connection with
(i) the default of a commonly controlled FDIC-insured depository institution or
(ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured
depository institution "in danger of default." "Default" is defined generally as
the appointment of a conservator or receiver, and "in danger of default" is
defined generally as the existence of certain conditions indicating that a
default is likely to occur in the absence of regulatory assistance. The FDIC's
claim for damages is superior to claims of stockholders of the insured
depository institution or its holding company, but is subordinate to claims of
depositors, secured creditors, and holders of subordinated debt (other than
affiliates) of the commonly controlled insured depository institution. The
subsidiary depository institutions of Regions are subject to these
cross-guarantee provisions. As a result, any loss suffered by the FDIC in
respect of any of these subsidiaries would likely result in assertion of the
cross-guarantee provisions, the assessment of such estimated losses against the
depository institution's banking or thrift affiliates, and a potential loss of
Regions' respective investments in such other subsidiary depository
institutions.
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<PAGE> 49
PROMPT CORRECTIVE ACTION
FDICIA establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, which became
effective in December 1992, the federal banking regulators are required to
establish five capital categories ("well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," and "critically
undercapitalized") and to take certain mandatory supervisory actions, and are
authorized to take other discretionary actions, with respect to institutions in
the three undercapitalized categories, the severity of which will depend upon
the capital category in which the institution is placed. Generally, subject to a
narrow exception, FDICIA requires the banking regulator to appoint a receiver or
conservator for an institution that is critically undercapitalized. The federal
banking agencies have specified by regulation the relevant capital level for
each category.
Under the final agency rules implementing the prompt corrective action
provisions, an institution that (i) has a Total Capital Ratio of 10% or greater,
a Tier 1 Capital Ratio of 6.0% or greater, and a Leverage Ratio of 5.0% or
greater and (ii) is not subject to any written agreement, order, capital
directive, or prompt corrective action directive issued by the appropriate
federal banking agency is deemed to be "well capitalized." An institution with a
Total Capital Ratio of 8.0% or greater, a Tier 1 Capital Ratio of 4.0% or
greater, and a Leverage Ratio of 4.0% or greater is considered to be "adequately
capitalized." A depository institution that has a Total Capital Ratio of less
than 8.0%, a Tier 1 Capital Ratio of less than 4.0%, or a Leverage Ratio of less
than 4.0% is considered to be "undercapitalized." A depository institution that
has a Total Capital Ratio of less than 6.0%, a Tier 1 Capital Ratio of less than
3.0%, or a Leverage Ratio of less than 3.0% is considered to be "significantly
undercapitalized," and an institution that has a tangible equity capital to
assets ratio equal to or less than 2.0% is deemed to be "critically
undercapitalized." For purposes of the regulation, the term "tangible equity"
includes core capital elements counted as Tier 1 Capital for purposes of the
risk-based capital standards plus the amount of outstanding cumulative perpetual
preferred stock (including related surplus), minus all intangible assets with
certain exceptions. A depository institution may be deemed to be in a
capitalization category that is lower than is indicated by its actual capital
position if it receives an unsatisfactory examination rating.
An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
Under FDICIA, a bank holding company must guarantee that a subsidiary depository
institution meet its capital restoration plan, subject to certain limitations.
The obligation of a controlling bank holding company under FDICIA to fund a
capital restoration plan is limited to the lesser of 5.0% of an undercapitalized
subsidiary's assets or the amount required to meet regulatory capital
requirements. An undercapitalized institution is also generally prohibited from
increasing its average total assets, making acquisitions, establishing any
branches, or engaging in any new line of business, except in accordance with an
accepted capital restoration plan or with the approval of the FDIC. In addition,
the appropriate federal banking agency is given authority with respect to any
undercapitalized depository institution to take any of the actions it is
required to or may take with respect to a significantly undercapitalized
institution as described below if it determines "that those actions are
necessary to carry out the purpose" of FDICIA.
At December 31, 1996, all of the subsidiary depository institutions of
Regions and NIB had the requisite capital levels to qualify as well capitalized.
FDIC INSURANCE ASSESSMENTS
Pursuant to FDICIA, the FDIC adopted a risk-based assessment system for
insured depository institutions that takes into account the risks attributable
to different categories and concentrations of assets and liabilities. The
risk-based assessment system, which went into effect on January 1, 1994, assigns
an institution to one of three
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<PAGE> 50
capital categories: (i) well capitalized; (ii) adequately capitalized; and (iii)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. An institution is also assigned by the FDIC to one of three
supervisory subgroups within each capital group. The supervisory subgroup to
which an institution is assigned is based on a supervisory evaluation provided
to the FDIC by the institution's primary federal regulator and information which
the FDIC determines to be relevant to the institution's financial condition and
the risk posed to the deposit insurance funds (which may include, if applicable,
information provided by the institution's state supervisor). An institution's
insurance assessment rate is then determined based on the capital category and
supervisory category to which it is assigned. Under the final risk-based
assessment system, there are nine assessment risk classifications (i.e.,
combinations of capital groups and supervisory subgroups) to which different
assessment rates are applied. Assessment rates for members of both the Bank
Insurance Fund ("BIF") and the Savings Association Insurance Fund ("SAIF") for
the first half of 1995, as they had been during 1994, ranged from 23 basis
points (0.23% of deposits) for an institution in the highest category (i.e.,
"well capitalized" and "healthy") to 31 basis points (0.31% of deposits) for an
institution in the lowest category (i.e., "undercapitalized" and "substantial
supervisory concern"). These rates were established for both funds to achieve a
designated ratio of reserves to insured deposits (i.e., 1.25%) within a
specified period of time.
Once the designated ratio for the BIF was reached in May 1995, the FDIC
reduced the assessment rate applicable to BIF deposits in two stages, so that,
beginning in 1996, the deposit insurance premiums for 92% of all BIF members in
the highest capital and supervisory categories were set at $2,000 per year,
regardless of deposit size. The FDIC elected to retain the existing assessment
rate range of 23 to 31 basis points for SAIF members for the foreseeable future
given the undercapitalized nature of that insurance fund.
Recognizing that the disparity between the SAIF and BIF premium rates have
adverse consequences for SAIF-insured institutions and other banks with SAIF
assessed deposits, including reduced earnings and an impaired ability to raise
funds in capital markets and to attract deposits, in July 1995, the FDIC, the
Treasury Department, and the OTS released statements outlining a proposed plan
to recapitalize the SAIF, the principal feature of which was a special one-time
assessment on depository institutions holding SAIF-insured deposits, which was
intended to recapitalize the SAIF at a reserve ratio of 1.25%. This proposal
contemplated elimination of the disparity between the assessment rates on BIF
and SAIF deposits following recapitalization of the SAIF.
A variation of this proposal designated the Deposit Insurance Funds Act of
1996 (the "Funds Act") was enacted by Congress as part of the omnibus budget
legislation and signed into law on September 30, 1996. As directed by the Funds
Act, the FDIC has implemented a special one-time assessment of approximately
65.7 basis points (0.657%) on a depository institution's SAIF-insured deposits
held as of March 31, 1995 (or approximately 52.6 basis points on SAIF deposits
acquired by banks in certain qualifying transactions). Regions recorded
a charge against earnings for the special assessment in the quarter ended
September 30, 1996 in the pre-tax amount of approximately $21.0 million.
In addition, the FDIC revised the SAIF assessment rate schedule to effect,
(i) a widening in the assessment rate spread among institutions in the
different capital and risk assessment categories and (ii) an overall reduction
of the assessment rate range assessable on SAIF deposits of from 0 to 27 basis
points. Effective January 1, 1997, FICO assessments will be imposed on both
BIF- and SAIF-insured deposits in annual amounts presently estimated at 1.29
basis points and 6.44 basis points, respectively. Beginning in January, 2000,
BIF- and SAIF-insured institutions will share the FICO interest costs at equal
rates currently estimated 2.43 basis points. Regions anticipates that the net
effect of the decrease in the premium assessment rate on SAIF deposits will
result in a reduction in its total deposit insurance
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premium assessments for the years 1997 through 1999, assuming no further changes
in announced premium assessment rates.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order, or condition imposed by the FDIC.
DESCRIPTION OF REGIONS COMMON STOCK
Regions is authorized to issue 120,000,000 shares of Regions Common Stock,
of which 66,435,634 shares were issued as of March 17, 1997, none of which were
held as treasury shares. No other class of stock is authorized.
Holders of Regions Common Stock are entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. The ability of Regions to pay dividends is affected by the ability of
its subsidiary institutions to pay dividends, which is limited by applicable
regulatory requirements and capital guidelines. At December 31, 1996, under such
requirements and guidelines, Regions' subsidiary institutions had $169 million
of undivided profits legally available for the payment of dividends. See
"Certain Regulatory Considerations--Payment of Dividends."
For a further description of Regions Common Stock, see "Effect of the
Merger on Rights of Stockholders."
STOCKHOLDER PROPOSALS
Regions expects to hold its next annual meeting of stockholders after the
Merger during May 1998. Under SEC rules, proposals of Regions stockholders
intended to be presented at that meeting must be received by Regions at its
principal executive offices no later than December 2, 1997, for consideration by
Regions for possible inclusion in such proxy materials.
If the Agreement is not approved by the NIB stockholders or the Merger
is not consummated for some other reason, NIB expects to hold its next annual
meeting of stockholders by September 15, 1997. Qualified proposals prepared in
accordance with appropriate proxy solicitation regulations and received by NIB
to the attention of Ernest Freyou, President, no later than July 11, 1997, for
a meeting on or about September 15, 1997, will be considered by NIB for possible
inclusion in NIB's proxy materials. Under NIB's Bylaws, stockholder proposals
not intended to be included in NIB's proxy statement but intended to be
presented at the annual meeting (including proposals for the nomination of
directors) must be received by NIB 65 days in advance of the meeting, or by
July 11, 1997, for a meeting on or about September 15, 1997, to be considered at
the 1997 annual meeting. The requirements for submitting such proposals are set
forth in NIB's Bylaws. (If the meeting is advanced so that the notification
deadlines would be earlier, NIB would intend to notify the stockholders.)
EXPERTS
The consolidated financial statements of Regions, incorporated by
reference in this Registration Statement, have been audited by Ernst & Young
LLP, independent auditors, for the periods indicated in their report thereon
which is included in the Annual Report to Stockholders which is incorporated by
reference in the Annual Report of Regions on Form 10-K for the year ended
December 31, 1996. The financial statements audited by Ernst & Young LLP have
been incorporated herein by reference in reliance on their report given on
their authority as experts in accounting and auditing.
The consolidated financial statements of NIB, incorporated by reference
in this Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein by reference in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
A representative of Arthur Andersen is expected to be present at the
Special Meeting and, although he is not expected to make a statement, he will
be available to respond to questions.
OPINIONS
The legality of the shares of Regions Common Stock to be issued in the
Merger will be 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
April 22, 1997, attorneys in the law firm of Lange, Simpson, Robinson &
Somerville owned an aggregate of 118,745 shares of Regions Common Stock.
Certain tax consequences of the transaction have been passed upon by Alston
& Bird, Atlanta, Georgia.
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APPENDIX A
FINAL AGREEMENT
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
THE NEW IBERIA BANCORP, INC.
AND
REGIONS FINANCIAL CORPORATION
DATED AS OF FEBRUARY 13, 1997
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TABLE OF CONTENTS
<TABLE>
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<S> <C> <C>
Parties............................................................
Preamble...........................................................
ARTICLE 1 -- TRANSACTIONS AND TERMS OF MERGER......................
1.1 Merger......................................................
1.2 Time and Place of Closing...................................
1.3 Effective Time..............................................
ARTICLE 2 -- TERMS OF MERGER.......................................
2.1 Certificate of Incorporation................................
2.2 Bylaws......................................................
2.3 Directors and Officers......................................
ARTICLE 3 -- MANNER OF CONVERTING SHARES...........................
3.1 Conversion of Shares........................................
3.2 Anti-Dilution Provisions....................................
3.3 Shares Held by New Iberia or Regions........................
3.4 Fractional Shares...........................................
3.5 Conversion of Stock Options; Restricted Stock...............
ARTICLE 4 -- EXCHANGE OF SHARES....................................
4.1 Exchange Procedures.........................................
4.2 Rights of Former New Iberia Stockholders....................
ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES OF NEW IBERIA..........
5.1 Organization, Standing, and Power...........................
5.2 Authority; No Breach By Agreement...........................
5.3 Capital Stock...............................................
5.4 New Iberia Subsidiaries.....................................
5.5 Financial Statements........................................
5.6 Absence of Undisclosed Liabilities..........................
5.7 Absence of Certain Changes or Events........................
5.8 Tax Matters.................................................
5.9 Assets......................................................
5.10 Environmental Matters.......................................
5.11 Compliance With Laws........................................
5.12 Employee Benefit Plans......................................
5.13 Material Contracts..........................................
5.14 Legal Proceedings...........................................
5.15 Statements True and Correct.................................
5.16 Accounting, Tax, and Regulatory Matters.....................
5.17 State Takeover Laws.........................................
5.18 Directors' Agreements.......................................
5.19 Charter Provisions..........................................
5.20 Derivatives Contracts.......................................
</TABLE>
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<TABLE>
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<S> <C> <C>
ARTICLE 6 -- REPRESENTATIONS AND WARRANTIES OF REGIONS.............
6.1 Organization, Standing, and Power...........................
6.2 Authority; No Breach By Agreement...........................
6.3 Capital Stock...............................................
6.4 SEC Filings; Financial Statements...........................
6.5 Absence of Undisclosed Liabilities..........................
6.6 Absence of Certain Changes or Events........................
6.7 Compliance With Laws........................................
6.8 Legal Proceedings...........................................
6.9 Statements True and Correct.................................
6.10 Accounting, Tax, and Regulatory Matters.....................
ARTICLE 7 -- CONDUCT OF BUSINESS PENDING CONSUMMATION..............
7.1 Affirmative Covenants of New Iberia.........................
7.2 Negative Covenants of New Iberia............................
7.3 Covenants of Regions........................................
7.4 Adverse Changes in Condition................................
7.5 Reports.....................................................
ARTICLE 8 -- ADDITIONAL AGREEMENTS.................................
8.1 Registration Statement; Proxy Statement; Stockholder
Approval....................................................
8.2 Exchange Listing............................................
8.3 Applications................................................
8.4 Filings with State Offices..................................
8.5 Agreement as to Efforts to Consummate.......................
8.6 Investigation and Confidentiality...........................
8.7 Press Releases..............................................
8.8 Certain Actions.............................................
8.9 Accounting and Tax Treatment................................
8.10 State Takeover Laws.........................................
8.11 Charter Provisions..........................................
8.12 Agreement of Affiliates.....................................
8.13 Employee Benefits and Contracts.............................
8.14 Indemnification.............................................
ARTICLE 9 -- CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE.....
9.1 Conditions to Obligations of Each Party.....................
9.2 Conditions to Obligations of Regions........................
9.3 Conditions to Obligations of New Iberia.....................
ARTICLE 10 -- TERMINATION..........................................
10.1 Termination.................................................
10.2 Effect of Termination.......................................
10.3 Non-Survival of Representations and Covenants...............
</TABLE>
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<TABLE>
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ARTICLE 11 -- MISCELLANEOUS........................................
11.1 Definitions.................................................
11.2 Expenses....................................................
11.3 Brokers and Finders.........................................
11.4 Entire Agreement............................................
11.5 Amendments..................................................
11.6 Waivers.....................................................
11.7 Assignment..................................................
11.8 Notices.....................................................
11.9 Governing Law...............................................
11.10 Counterparts................................................
11.11 Captions....................................................
11.12 Interpretations.............................................
11.13 Enforcement of Agreement....................................
11.14 Severability................................................
Signatures
</TABLE>
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of February 13, 1997, by and between THE NEW IBERIA BANCORP, INC. ("New
Iberia"), a corporation organized and existing under the laws of the State of
Louisiana, with its principal office located in New Iberia, Louisiana; and
REGIONS FINANCIAL CORPORATION ("Regions"), a corporation organized and existing
under the laws of the State of Delaware, with its principal office located in
Birmingham, Alabama.
PREAMBLE
The Boards of Directors of New Iberia and Regions are of the opinion that
the transactions described herein are in the best interests of the parties and
their respective stockholders. This Agreement provides for the acquisition of
New Iberia by Regions pursuant to the merger of New Iberia into and with
Regions. At the effective time of such merger, the outstanding shares of the
capital stock of New Iberia shall be converted into shares of the common stock
of Regions (except as provided herein). As a result, stockholders of New Iberia
shall become stockholders of Regions and each of the subsidiaries of New Iberia
shall continue to conduct its business and operations as a wholly owned
subsidiary of Regions. The transactions described in this Agreement are subject
to the approvals of the stockholders of New Iberia, the Board of Governors of
the Federal Reserve System, and the appropriate state regulatory authorities and
the satisfaction of certain other conditions described in this Agreement. It is
the intention of the parties to this Agreement that the merger for federal
income tax purposes shall qualify as a "reorganization" within the meaning of
Section 368(a) of the Internal Revenue Code, and for accounting purposes shall
qualify for treatment as a pooling of interests. Simultaneously with the
execution and delivery of this Agreement, as a condition and inducement to
Regions' willingness to consummate the transactions contemplated by this
Agreement, each of New Iberia's directors will execute and deliver to Regions an
agreement (a "Support Agreement"), in substantially the form of Exhibit 1.
Certain terms used in this Agreement are defined in Section 11.1 of this
Agreement.
NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants, and agreements set forth herein, the parties agree
as follows:
ARTICLE 1
TRANSACTIONS AND TERMS OF MERGER
1.1 Merger. Subject to the terms and conditions of this Agreement, at the
Effective Time, New Iberia shall be merged into and with Regions in accordance
with the provisions of Section 12:115 of the LBCL and of Section 258 of the DGCL
and with the effect provided in Section 259 of the DGCL (the "Merger"). Regions
shall be the Surviving Corporation resulting from the Merger and shall continue
to be governed by the Laws of the State of Delaware. The Merger shall be
consummated pursuant to the terms of this Agreement, which has been approved and
adopted by the Boards of Directors of New Iberia and Regions.
1.2 Time and Place of Closing. The Closing will take place at 9:00 A.M.,
Central Time, on the date that the Effective Time occurs (or the immediately
preceding day if the Effective Time is earlier than 9:00 A.M., Central Time), or
at such other time as the Parties, acting through their duly authorized
officers, may mutually agree. The place of Closing shall be at such place as may
be mutually agreed upon by the Parties.
1.3 Effective Time. The Merger and other transactions contemplated by this
Agreement shall become effective on the date and at the time, or the later of
such date and time, the Louisiana Certificate of Merger reflecting the Merger
shall become effective with the Secretary of State of the State of Louisiana and
the Delaware Certificate of Merger reflecting the Merger shall become effective
with the Secretary of State of the State of Delaware (the "Effective Time").
Subject to the terms and conditions hereof, unless otherwise mutually agreed
upon in writing by the duly authorized officers of each Party, the Parties shall
use their reasonable efforts to cause the Effective Time to occur on the last
business day of the month in which occurs
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the last to occur of (i) the effective date (including expiration of any
applicable waiting period) of the last required Consent of any Regulatory
Authority having authority over and approving or exempting the Merger, and (ii)
the date on which the stockholders of New Iberia approve this Agreement to the
extent such approval is required by applicable Law.
ARTICLE 2
TERMS OF MERGER
2.1 Certificate of Incorporation. The Certificate of Incorporation of
Regions in effect immediately prior to the Effective Time shall be the
Certificate of Incorporation of the Surviving Corporation after the Effective
Time until otherwise amended or repealed.
2.2 Bylaws. The Bylaws of Regions in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation after the
Effective Time until otherwise amended or repealed.
2.3 Directors and Officers. The directors of Regions in office immediately
prior to the Effective Time, together with such additional persons as may
thereafter be elected, shall serve as the directors of the Surviving Corporation
from and after the Effective Time in accordance with the Bylaws of the Surviving
Corporation. The officers of Regions in office immediately prior to the
Effective Time, together with such additional persons as may thereafter be
elected, shall serve as the officers of the Surviving Corporation from and after
the Effective Time in accordance with the Bylaws of the Surviving Corporation.
ARTICLE 3
MANNER OF CONVERTING SHARES
3.1 Conversion of Shares. Subject to the provisions of this Article 3, at
the Effective Time, by virtue of the Merger and without any action on the part
of the holders thereof, the shares of the constituent corporations shall be
converted as follows:
(a) Each share of Regions Common Stock issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding
from and after the Effective Time.
(b) Each share of New Iberia Common Stock (excluding shares held by
New Iberia or any of its Subsidiaries or by Regions or any of its
Subsidiaries, in each case other than in a fiduciary capacity or as a
result of debts previously contracted) issued and outstanding at the
Effective Time shall be converted into .36 of a share of Regions Common
Stock, subject to adjustment as provided in Section 10.1(h) of this
Agreement (the "Exchange Ratio").
3.2 Anti-Dilution Provisions. In the event Regions changes the number of
shares of Regions Common Stock issued and outstanding prior to the Effective
Time as a result of a stock split, stock dividend, or similar recapitalization
with respect to such stock and the record date therefor (in the case of a stock
dividend) or the effective date thereof (in the case of a stock split or similar
recapitalization for which a record date is not established) shall be prior to
the Effective Time, the Exchange Ratio shall be proportionately adjusted.
3.3 Shares Held by New Iberia or Regions. Each of the shares of New Iberia
Common Stock held by any New Iberia Company or by any Regions Company, in each
case other than in a fiduciary capacity or as a result of debts previously
contracted, shall be canceled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.
3.4 Fractional Shares. Notwithstanding any other provision of this
Agreement, each holder of shares of New Iberia Common Stock exchanged pursuant
to the Merger, who would otherwise have been entitled to receive a fraction of a
share of Regions Common Stock (after taking into account all certificates
delivered by such holder) shall receive, in lieu thereof, cash (without
interest) in an amount equal to such fractional part of a share of Regions
Common Stock multiplied by the market value of one share of Regions Common Stock
at the Effective Time. The market value of one share of Regions Common Stock at
the Effective Time shall be
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the closing price of such common stock on the Nasdaq NMS (as reported by The
Wall Street Journal or, if not reported thereby, any other authoritative source
selected by Regions) on the last trading day preceding the Effective Time. No
such holder will be entitled to dividends, voting rights, or any other rights as
a stockholder in respect of any fractional shares.
3.5 Conversion of Stock Options; Restricted Stock.
(a) At the Effective Time, all rights with respect to New Iberia Common
Stock pursuant to stock options or stock appreciation rights ("New Iberia
Options") granted by New Iberia under the New Iberia Stock Plans, which are
outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to Regions Common Stock, and
Regions shall assume each New Iberia Option, in accordance with the terms of the
New Iberia Stock Plan and stock option agreement by which it is evidenced. From
and after the Effective Time, (i) each New Iberia Option assumed by Regions may
be exercised solely for shares of Regions Common Stock (or cash in the case of
stock appreciation rights), (ii) the number of shares of Regions Common Stock
subject to such New Iberia Option shall be equal to the number of shares of New
Iberia Common Stock subject to such New Iberia Option immediately prior to the
Effective Time multiplied by the Exchange Ratio, and (iii) the per share
exercise price under each such New Iberia Option shall be adjusted by dividing
the per share exercise price under each such New Iberia Option by the Exchange
Ratio and rounding down to the nearest cent. It is intended that the foregoing
assumption shall be undertaken in a manner that will not constitute a
"modification" as defined in Section 424 of the Internal Revenue Code, as to any
stock option which is an "incentive stock option." New Iberia agrees to take all
necessary steps to effectuate the foregoing provisions of this Section 3.5.
(b) All restrictions or limitations on transfer with respect to New Iberia
Common Stock awarded under the New Iberia Stock Plans or any other plan,
program, or arrangement of any New Iberia Company, to the extent that such
restrictions or limitations shall not have already lapsed, and except as
otherwise expressly provided in such plan, program, or arrangement, shall remain
in full force and effect with respect to shares of Regions Common Stock into
which such restricted stock is converted pursuant to Section 3.1 of this
Agreement.
ARTICLE 4
EXCHANGE OF SHARES
4.1 Exchange Procedures. Promptly after the Effective Time, the Surviving
Corporation shall cause the exchange agent selected by Regions (the "Exchange
Agent") to mail to the former stockholders of New Iberia appropriate transmittal
materials (which shall specify that delivery shall be effected, and risk of loss
and title to the certificates theretofore representing shares of New Iberia
Common Stock shall pass, only upon proper delivery of such certificates to the
Exchange Agent). After the Effective Time, each holder of shares of New Iberia
Common Stock (other than shares to be canceled pursuant to Section 3.3 of this
Agreement) issued and outstanding at the Effective Time, promptly upon the
surrender of the certificate or certificates representing such shares to the
Exchange Agent, shall receive in exchange therefor the consideration provided in
Section 3.1 of this Agreement, together with all undelivered dividends and other
distributions in respect of such shares (without interest thereon) pursuant to
Section 4.2 of this Agreement and, to the extent required by Section 3.4 of this
Agreement, cash in lieu of any fractional share of Regions Common Stock to which
such holder otherwise would be entitled (without interest). Until so
surrendered, each outstanding certificate of New Iberia Common Stock shall be
deemed for all purposes, other than as provided below with respect to the
payment of dividends or other distributions payable to the holders of shares of
Regions Common Stock, to represent the consideration into which the number of
shares of New Iberia Common Stock represented thereby prior to the Effective
Time shall have been converted. Regions shall not be obligated to deliver the
certificate or certificates representing the shares of Regions Common Stock or
any cash payments to which any former holder of New Iberia Common Stock is
entitled as a result of the Merger, or any dividends or distributions in respect
of shares of Regions Common Stock, until such holder surrenders such holder's
certificate or certificates representing the shares of New Iberia Common Stock
for exchange as provided in this Section 4.1, or otherwise complies with the
procedures of the Exchange Agent with respect to lost, stolen,
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or destroyed certificates. The certificate or certificates of New Iberia Common
Stock so surrendered shall be duly endorsed as the Exchange Agent may require.
Any other provision of this Agreement notwithstanding, neither Regions, New
Iberia, nor the Exchange Agent shall be liable to a holder of New Iberia Common
Stock for any amounts paid or property delivered in good faith to a public
official pursuant to any applicable abandoned property Law.
4.2 Rights of Former New Iberia Stockholders. At the Effective Time, the
stock transfer books of New Iberia shall be closed as to holders of New Iberia
Common Stock immediately prior to the Effective Time and no transfer of New
Iberia Common Stock by any such holder shall thereafter be made or recognized.
Until surrendered for exchange in accordance with the provisions of Section 4.1
of this Agreement, each certificate theretofore representing shares of New
Iberia Common Stock (other than shares to be canceled pursuant to Section 3.3 of
this Agreement) shall from and after the Effective Time represent for all
purposes only the right to receive the consideration provided in Sections 3.1
and 3.4 of this Agreement in exchange therefor, subject, however, to the
Surviving Corporation's obligation to pay any dividends or make any other
distributions with a record date prior to the Effective Time which have been
declared or made by New Iberia in respect of such shares of New Iberia Common
Stock in accordance with the terms of this Agreement and which remain unpaid at
the Effective Time. To the extent permitted by Law, former stockholders of
record of New Iberia shall be entitled to vote after the Effective Time at any
meeting of Regions stockholders the number of whole shares of Regions Common
Stock into which their respective shares of New Iberia Common Stock are
converted, regardless of whether such holders have exchanged their certificates
representing New Iberia Common Stock for certificates representing Regions
Common Stock in accordance with the provisions of this Agreement. Whenever a
dividend or other distribution is declared by Regions on the Regions Common
Stock, the record date for which is at or after the Effective Time, the
declaration shall include dividends or other distributions on all shares
issuable pursuant to this Agreement, but no dividend or other distribution
payable to the holders of record of Regions Common Stock as of any time
subsequent to the Effective Time shall be delivered to the holder of any
certificate representing shares of New Iberia Common Stock issued and
outstanding at the Effective Time until such holder surrenders such certificate
for exchange as provided in Section 4.1 of this Agreement. However, upon
surrender of such New Iberia Common Stock certificate, both the Regions Common
Stock certificate (together with all such undelivered dividends or other
distributions without interest), and any undelivered dividends and cash payments
to be paid for fractional share interests (without interest) shall be delivered
and paid with respect to each share represented by such certificate.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF NEW IBERIA
Except as set forth in the New Iberia Disclosure Memorandum, New Iberia
hereby represents and warrants to Regions that:
5.1 Organization, Standing, and Power. New Iberia is a corporation duly
organized and validly existing, and in good standing under the Laws of the State
of Louisiana, and has the corporate power and authority to carry on its business
as now conducted and to own, lease, and operate its material Assets. New Iberia
is duly qualified or licensed to transact business as a foreign corporation in
good standing in the States of the United States and foreign jurisdictions where
the character of its Assets or the nature or conduct of its business requires it
to be so qualified or licensed, except for such jurisdictions in which the
failure to be so qualified or licensed is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on New Iberia.
5.2 Authority; No Breach By Agreement.
(a) New Iberia has the corporate power and authority necessary to execute,
deliver, and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated herein,
including the Merger, have been duly and validly authorized by all necessary
corporate action in respect thereof on the part of New Iberia, subject to the
approval of this Agreement by the required vote of the
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outstanding shares of New Iberia Common Stock, which is the only stockholder
vote required for approval of this Agreement and consummation of the Merger by
New Iberia. Subject to such requisite stockholder approval, this Agreement
represents a legal, valid, and binding obligation of New Iberia, enforceable
against New Iberia in accordance with its terms (except in all cases as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and (ii) application of, and limitations on the
application of, equitable principles and remedies, including limitations on the
availability of the equitable remedy of specific performance or injunctive
relief).
(b) Neither the execution and delivery of this Agreement by New Iberia, nor
the consummation by New Iberia of the transactions contemplated hereby, nor
compliance by New Iberia with any of the provisions hereof, will (i) conflict
with or result in a breach of any provision of New Iberia's Articles of
Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any New Iberia Company under, any Contract or Permit of any New Iberia
Company, where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on New Iberia, or (iii) subject to receipt of the requisite approvals
referred to in Section 9.1(b) of this Agreement, violate any Law or Order
applicable to any New Iberia Company or any of their respective material Assets.
(c) Other than in connection or compliance with the provisions of the
Securities Laws, applicable state corporate and securities Laws, and rules of
the AMEX and the NASD, and other than Consents required from Regulatory
Authorities, and other than notices to or filings with the Internal Revenue
Service or the Pension Benefit Guaranty Corporation or both with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on New Iberia,
no notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by New Iberia of the Merger and the other
transactions contemplated in this Agreement.
5.3 Capital Stock. The authorized capital stock of New Iberia consists of
10,000,000 shares of New Iberia Common Stock, of which 2,999,988 shares are
issued and outstanding as of the date of this Agreement and not more than
3,149,988 shares will be issued and outstanding at the Effective Time. All of
the issued and outstanding shares of capital stock of New Iberia are duly and
validly issued and outstanding and are fully paid and nonassessable under the
LBCL. None of the outstanding shares of capital stock of New Iberia has been
issued in violation of any preemptive rights of the current or past stockholders
of New Iberia. New Iberia has reserved 150,000 shares of New Iberia Common Stock
for issuance under the New Iberia Stock Plans, pursuant to which options to
purchase not more than 150,000 shares of New Iberia Common Stock are
outstanding. Except as set forth above, there are no shares of capital stock or
other equity securities of New Iberia outstanding and no outstanding Rights
relating to the capital stock of New Iberia.
5.4 New Iberia Subsidiaries. New Iberia will disclose in the New Iberia
Disclosure Memorandum all of the New Iberia Subsidiaries as of the date of this
Agreement. New Iberia or one of its Subsidiaries owns all of the issued and
outstanding shares of capital stock of each New Iberia Subsidiary. No equity
securities of any New Iberia Subsidiary are or may become required to be issued
(other than to another New Iberia Company) by reason of any Rights, and there
are no Contracts by which any New Iberia Subsidiary is bound to issue (other
than to another New Iberia Company) additional shares of its capital stock or
Rights or by which any New Iberia Company is or may be bound to transfer any
shares of the capital stock of any New Iberia Subsidiary (other than to another
New Iberia Company). There are no Contracts relating to the rights of any New
Iberia Company to vote or to dispose of any shares of the capital stock of any
New Iberia Subsidiary. All of the shares of capital stock of each New Iberia
Subsidiary held by a New Iberia Company are authorized, validly issued, fully
paid, and nonassessable (except pursuant to 12 U.S.C. Section 55 in the case of
national banks and comparable, applicable state Law, if any, in the case of
state depository institutions) under the applicable corporation or banking Law
of the jurisdiction in which such Subsidiary is incorporated or organized and
are owned by the New Iberia Company free and clear of any Lien. Each New Iberia
Subsidiary is either a bank, savings association or a corporation, and is duly
organized, validly existing, and (as to corporations) in good standing under the
Laws of the jurisdiction in which it is incorporated or organized, and
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has the corporate power and authority necessary for it to own, lease, and
operate its Assets and to carry on its business as now conducted. Each New
Iberia Subsidiary is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or conduct
of its business requires it to be so qualified or licensed, except for such
jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on New Iberia. Each New Iberia Subsidiary that is a depository
institution is an "insured institution" as defined in the Federal Deposit
Insurance Act and applicable regulations thereunder, and the deposits in which
are insured by the Bank Insurance Fund or the Savings Association Insurance
Fund, as appropriate.
5.5 Financial Statements. New Iberia will include in the New Iberia
Disclosure Memorandum copies of all New Iberia Financial Statements for periods
ended prior to the date hereof and will deliver to Regions copies of all New
Iberia Financial Statements prepared subsequent to the date hereof. The New
Iberia Financial Statements (as of the dates thereof and for the periods covered
thereby) present or will present, as the case may be, fairly the consolidated
financial position of the New Iberia Companies as of the dates indicated and the
consolidated results of operations, changes in stockholders' equity, and cash
flows of the New Iberia Companies for the periods indicated, in accordance with
GAAP (subject to any exceptions as to consistency specified therein or as may be
indicated in the notes thereto or, in the case of interim financial statements,
to normal recurring year-end adjustments that are not material in amount or
effect and to the absence from interim financial statements of any footnote
disclosures).
5.6 Absence of Undisclosed Liabilities. No New Iberia Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on New Iberia, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of New Iberia as
of September 30, 1996 included in the New Iberia Financial Statements or
reflected in the notes thereto. No New Iberia Company has incurred or paid any
Liability since September 30, 1996, except for such Liabilities incurred or paid
in the ordinary course of business consistent with past business practice or
incurred in connection with the process leading up to the execution and
consummation of this Agreement and which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on New Iberia.
5.7 Absence of Certain Changes or Events. Since September 30, 1996, except
as disclosed in the New Iberia Financial Statements delivered with the New
Iberia Disclosure Memorandum, to the Knowledge of New Iberia, (i) there have
been no events, changes, or occurrences which have had, or are reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on New
Iberia, and (ii) the New Iberia Companies have not taken any action, or failed
to take any action, prior to the date of this Agreement, which action or
failure, if taken after the date of this Agreement, would represent or result in
a material breach or violation of any of the covenants and agreements of New
Iberia provided in Article 7 of this Agreement, other than conducting the
process that has led up to the execution and consummation of this Agreement.
5.8 Tax Matters.
(a) All Tax returns required to be filed by or on behalf of any of the New
Iberia Companies have been timely filed or requests for extensions have been
timely filed, granted, and have not expired for periods ended on or before
December 31, 1995, and on or before the date of the most recent fiscal year end
immediately preceding the Effective Time, except to the extent that all such
failures to file or untimely filings, individually or in the aggregate, are not
reasonably likely to have a Material Adverse Effect on New Iberia and all
returns filed are complete and accurate in all material respects. All Taxes
shown on filed returns have been paid. There is no audit examination,
deficiency, refund Litigation, or penalties due or owed with respect to any
Taxes that is reasonably likely to result in a determination that would have a
Material Adverse Effect on New Iberia, except as reserved against in the New
Iberia Financial Statements delivered with the New Iberia Disclosure Memorandum.
All Taxes and other Liabilities due with respect to completed and settled
examinations or concluded Litigation have been paid.
(b) None of the New Iberia Companies has executed an extension or waiver of
any statute of limitations on the assessment or collection of any Tax due that
is currently in effect.
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(c) Adequate provision for any Taxes due or to become due for any of the
New Iberia Companies for the period or periods through and including the date of
the respective New Iberia Financial Statements has been made and is reflected on
such New Iberia Financial Statements.
(d) Deferred Taxes of the New Iberia Companies have been adequately
provided for in the New Iberia Financial Statements.
(e) Each of the New Iberia Companies is in compliance with, and its records
contain the information and documents (including properly completed IRS Forms
W-9) necessary to comply with, in all material respects, applicable information
reporting and Tax withholding requirements under federal, state, and local Tax
Laws, and such records identify the accounts subject to backup withholding under
Section 3406 of the Internal Revenue Code.
(f) None of the New Iberia Companies has made any payments, is obligated to
make any payments, or is a party to any contract, agreement, or other
arrangement that could obligate it to make any payments that would be disallowed
as a deduction under Section 280G or 162(m) of the Internal Revenue Code.
(g) There are no Liens with respect to Taxes upon any of the assets of the
New Iberia Companies.
(h) There has not been an ownership change, as defined in Internal Revenue
Code Section 382(g), of the New Iberia Companies that occurred during or after
any Taxable Period in which the New Iberia Companies incurred a net operating
loss that carries over to any Taxable Period ending after December 31, 1995.
(i) No New Iberia Company has filed any consent under Section 341(f) of the
Internal Revenue Code concerning collapsible corporations.
(j) All material elections with respect to Taxes affecting the New Iberia
Companies as of the date of this Agreement have been or will be timely made.
After the date hereof, no election with respect to Taxes will be made without
the prior written consent of Regions, which consent will not be unreasonably
withheld.
(k) No New Iberia Company has or has had a permanent establishment in any
foreign country, as defined in any applicable tax treaty or convention between
the United States and such foreign country.
5.9 Assets. The New Iberia Companies have good and marketable title, free
and clear of all Liens, to all of their respective owned Assets material to
their business. All material tangible properties used in the businesses of the
New Iberia Companies are in good condition, reasonable wear and tear excepted,
and are usable in the ordinary course of business consistent with New Iberia's
past practices. All Assets which are material to New Iberia's business on a
consolidated basis, held under leases or subleases by any of the New Iberia
Companies, are held under valid Contracts enforceable in accordance with their
respective terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the
enforcement of creditors' rights generally and except that the availability of
the equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any proceedings may be brought), and
each such Contract is in full force and effect. The New Iberia Companies
currently maintain insurance similar in amounts, scope, and coverage to that
maintained by other peer banking organizations in their geographic area. None of
the New Iberia Companies has received notice from any insurance carrier that (i)
such insurance will be canceled or that coverage thereunder will be reduced or
eliminated, or (ii) premium costs with respect to such policies of insurance
will be substantially increased. There are presently no claims pending under
such policies of insurance and no notices have been given by any New Iberia
Company under such policies. The Assets of the New Iberia Companies include all
Assets required to operate the business of the New Iberia Companies as presently
conducted.
5.10 Environmental Matters.
(a) To the Knowledge of New Iberia, each New Iberia Company, its
Participation Facilities, and its Loan Properties are, and have been, in
compliance with all Environmental Laws, except for such instances of
non-compliance that are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on New Iberia.
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(b) There is no Litigation pending or, to the Knowledge of New Iberia,
threatened before any court, governmental agency, or authority or other forum in
which any New Iberia Company or any of its Loan Properties or Participation
Facilities (or any New Iberia Company in respect of any such Loan Property or
Participation Facility) has been or, with respect to threatened Litigation, may
be named as a defendant or potentially responsible party (i) for alleged
noncompliance (including by any predecessor) with any Environmental Law or (ii)
relating to the release into the environment of any Hazardous Material, whether
or not occurring at, on, under, or involving a site owned, leased, or operated
by any New Iberia Company or any of its Loan Properties or Participation
Facilities, except for such Litigation pending or threatened that is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on New Iberia, and to the Knowledge of New Iberia, there is no reasonable
basis for any such Litigation.
(c) To the Knowledge of New Iberia, there have been no releases of
Hazardous Material in, on, under, or affecting any Participation Facility, or
Loan Property, except such as are not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on New Iberia.
5.11 Compliance with Laws. Each New Iberia Company has in effect all
Permits necessary for it to own, lease, or operate its material Assets and to
carry on its business as now conducted, and there has occurred no Default under
any such Permit other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on New Iberia. None
of the New Iberia Companies:
(a) is in violation of any Laws, Orders, or Permits applicable to its
business or employees conducting its business, except for violations which
are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on New Iberia; and
(b) has received any notification or communication from any agency or
department of federal, state, or local government or any Regulatory
Authority or the staff thereof (i) asserting that any New Iberia Company is
not in compliance with any of the Laws or Orders which such governmental
authority or Regulatory Authority enforces, where such noncompliance is
reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on New Iberia, (ii) threatening to revoke any Permits, the
revocation of which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on New Iberia, or (iii) requiring any
New Iberia Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment, or memorandum of
understanding, or to adopt any Board resolution or similar undertaking,
which restricts materially the conduct of its business, or in any material
manner relates to its capital adequacy, its credit or reserve policies, its
management, or the payment of dividends.
5.12 Employee Benefit Plans.
(a) New Iberia will disclose in the New Iberia Disclosure Memorandum, and
will deliver or make available to Regions concurrently with the New Iberia
Disclosure Memorandum, copies in each case of all written pension, retirement,
profit-sharing, deferred compensation, stock option, employee stock ownership,
severance pay, vacation, bonus, or other incentive plan, all other written
employee programs, arrangements, or agreements, all medical, vision, dental, or
other written health plans, all life insurance plans, and all other written
employee benefit plans or fringe benefit plans, including written "employee
benefit plans" as that term is defined in Section 3(3) of ERISA, currently
adopted, maintained by, sponsored in whole or in part by, or contributed to, by
any New Iberia Company or Affiliate thereof for the benefit of employees,
retirees, dependents, spouses, directors, independent contractors, or other
beneficiaries and under which employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries are eligible to
participate (collectively, the "New Iberia Benefit Plans"). Any of the New
Iberia Benefit Plans which is an "employee pension benefit plan," as that term
is defined in Section 3(2) of ERISA, is referred to herein as a "New Iberia
ERISA Plan." Each New Iberia ERISA Plan which is also a "defined benefit plan"
(as defined in Section 414(j) of the Internal Revenue Code) is referred to
herein as a "New Iberia Pension Plan." No New Iberia Pension Plan is or has been
a multiemployer plan within the meaning of Section 3(37) of ERISA.
(b) To the Knowledge of New Iberia, all New Iberia Benefit Plans are in
compliance with the applicable terms of ERISA, the Internal Revenue Code, and
any other applicable Laws the breach or violation of which
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are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on New Iberia. Each New Iberia ERISA Plan which is intended to be
qualified under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the Internal Revenue Service, and New Iberia
is not aware of any circumstances likely to result in revocation of any such
favorable determination letter. No New Iberia Company has engaged in a
transaction with respect to any New Iberia Benefit Plan that, assuming the
taxable period of such transaction expired as of the date hereof, would subject
any New Iberia Company to a tax or penalty imposed by either Section 4975 of the
Internal Revenue Code or Section 502(i) of ERISA that, individually or in the
aggregate, is reasonably likely to have a Material Adverse Effect on New Iberia.
(c) No New Iberia Pension Plan has any "unfunded current liability," as
that term is defined in Section 302(d)(8)(A) of ERISA, and the fair market value
of the assets of any such plan equals or exceeds the plan's "benefit
liabilities," as that term is defined in Section 4001(a)(16) of ERISA, when
determined under actuarial factors that would apply if the plan terminated in
accordance with all applicable legal requirements. Since the date of the most
recent actuarial valuation, there has been (i) no material change in the
financial position of any New Iberia Pension Plan, (ii) no change in the
actuarial assumptions with respect to any New Iberia Pension Plan, and (iii) no
increase in benefits under any New Iberia Pension Plan as a result of plan
amendments or changes in applicable Law which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on New Iberia or
materially adversely affect the funding status of any such plan. Neither any New
Iberia Pension Plan nor any "single-employer plan," within the meaning of
Section 4001(a)(15) of ERISA, currently or formerly maintained by any New Iberia
Company, or the single-employer plan of any entity which is considered one
employer with New Iberia under Section 4001 of ERISA or Section 414 of the
Internal Revenue Code or Section 302 of ERISA (whether or not waived) (an "ERISA
Affiliate") has an "accumulated funding deficiency" within the meaning of
Section 412 of the Internal Revenue Code or Section 302 of ERISA. No New Iberia
Company has provided, or is required to provide, security to a New Iberia
Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to
Section 401(a)(29) of the Code.
(d) No Liability under Subtitle C or D of Title IV of ERISA has been or is
expected to be incurred by any New Iberia Company with respect to any ongoing,
frozen, or terminated single-employer plan or the single-employer plan of any
ERISA Affiliate. No New Iberia Company has incurred any withdrawal Liability
with respect to a multiemployer plan under Subtitle B of Title IV of ERISA
(regardless of whether based on contributions of an ERISA Affiliate). No notice
of a "reportable event," within the meaning of Section 4043 of ERISA for which
the 30-day reporting requirement has not been waived, has been required to be
filed for any New Iberia Pension Plan or by any ERISA Affiliate within the
12-month period ending on the date hereof.
(e) No New Iberia Company has any Liability for retiree health and life
benefits under any of the New Iberia Benefit Plans and there are no restrictions
on the rights of such New Iberia Company to amend or terminate any such Plan
without incurring any Liability thereunder.
(f) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute, or
otherwise) becoming due to any director or any employee of any New Iberia
Company from any New Iberia Company under any New Iberia Benefit Plan or
otherwise, (ii) increase any benefits otherwise payable under any New Iberia
Benefit Plan, or (iii) result in any acceleration of the time of payment or
vesting of any such benefit.
(g) The actuarial present values of all accrued deferred compensation
entitlements (including entitlements under any executive compensation,
supplemental retirement, or employment agreement) of employees and former
employees of any New Iberia Company and their respective beneficiaries, other
than entitlements accrued pursuant to funded retirement plans subject to the
provisions of Section 412 of the Internal Revenue Code or Section 302 of ERISA,
have been fully reflected on the New Iberia Financial Statements to the extent
required by and in accordance with GAAP.
5.13 Material Contracts. Except as reflected in the New Iberia Disclosure
Memorandum, none of the New Iberia Companies, nor any of their respective
Assets, businesses, or operations, is a party to, or is bound
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or affected by, or receives benefits under, (i) any employment, severance,
termination, consulting, or retirement Contract providing for aggregate payments
to any Person in any calendar year in excess of $50,000, (ii) any Contract
relating to the borrowing of money by any New Iberia Company or the guarantee by
any New Iberia Company of any such obligation (other than Contracts evidencing
deposit liabilities, purchases of federal funds, fully-secured repurchase
agreements, and Federal Home Loan Bank advances of depository institution
Subsidiaries, trade payables, and Contracts relating to borrowings or guarantees
made in the ordinary course of business), and (iii) any other Contract or
amendment thereto that would be required to be filed as an exhibit to a Form
10-K filed by New Iberia with the SEC as of the date of this Agreement that has
not been filed as an exhibit to New Iberia's Form 10-K filed for the fiscal year
ended December 31, 1995 (together with all Contracts referred to in Section 5.12
of this Agreement, the "New Iberia Contracts"). With respect to each New Iberia
Contract: (i) the Contract is in full force and effect; (ii) no New Iberia
Company is in Default thereunder, other than Defaults which are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
New Iberia; (iii) no New Iberia Company has repudiated or waived any material
provision of any such Contract; and (iv) no other party to any such Contract is,
to the Knowledge of New Iberia, in Default in any respect, other than Defaults
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on New Iberia, or has repudiated or waived any material
provision thereunder. Except for Federal Home Loan Bank advances, all of the
indebtedness of any New Iberia Company for money borrowed is prepayable at any
time by such New Iberia Company without penalty or premium.
5.14 Legal Proceedings. There is no Litigation instituted or pending, or,
to the Knowledge of New Iberia, threatened (or unasserted but considered
probable of assertion and which if asserted would have at least a reasonable
probability of an unfavorable outcome) against any New Iberia Company, or
against any Asset, interest, or right of any of them, that is reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on New
Iberia, nor are there any Orders of any Regulatory Authorities, other
governmental authorities, or arbitrators outstanding against any New Iberia
Company that is reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on New Iberia. The New Iberia Disclosure Memorandum
includes a summary report of all Litigation as of the date of this Agreement to
which any New Iberia Company is a party as a defendant or cross-defendant and
where the maximum exposure is estimated to be $50,000 or more.
5.15 Statements True and Correct. Since January 1, 1994, or the date of
organization if later, each New Iberia Company has timely filed all reports and
statements, together with any amendments required to be made with respect
thereto, that it was required to file with any Regulatory Authorities (except,
in the case of state securities authorities, failures to file which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on New Iberia). At the time of filing (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing):
(i) each report and other document, including financial statements, exhibits,
and schedules thereto, filed by a New Iberia Company with any Regulatory
Authority complied in all material respects with all applicable Laws, and (ii)
each such report and document did not, in all material respects, contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading. The statements,
certificates, instruments, or other writings, taken as a whole, furnished or to
be furnished by any New Iberia Company or any Affiliate thereof to Regions
pursuant to this Agreement or any other document, agreement, or instrument
referred to herein, do not and will not contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. None
of the information supplied or to be supplied by any New Iberia Company or any
Affiliate thereof for inclusion in the Registration Statement to be filed by
Regions with the SEC will, when the Registration Statement becomes effective, be
false or misleading with respect to any material fact, or contain any untrue
statement of a material fact, or omit to state any material fact required to be
stated thereunder or necessary to make the statements therein not misleading.
None of the information supplied or to be supplied by any New Iberia Company or
any Affiliate thereof for inclusion in the Proxy Statement to be mailed to New
Iberia stockholders in connection with the Stockholders' Meeting, and any other
documents to be filed by a New Iberia Company or any Affiliate thereof with the
SEC or any other Regulatory Authority in connection with
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the transactions contemplated hereby, will, at the respective time such
documents are filed, and with respect to the Proxy Statement, when first mailed
to the stockholders of New Iberia, be false or misleading with respect to any
material fact, or contain any misstatement of material fact, or omit to state
any material fact required to be stated thereunder or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or, in the case of the Proxy Statement or any amendment thereof
or supplement thereto, at the time of the Stockholders' Meeting, be false or
misleading with respect to any material fact, or omit to state any material fact
required to be stated thereunder or necessary to correct any material statement
in any earlier communication with respect to the solicitation of any proxy for
the Stockholders' Meeting. All documents that any New Iberia Company or any
Affiliate thereof is responsible for filing with any Regulatory Authority in
connection with the transactions contemplated hereby will comply as to form in
all material respects with the provisions of applicable Law.
5.16 Accounting, Tax, and Regulatory Matters. Except as specifically
contemplated by this Agreement, no New Iberia Company or any Affiliate thereof
has taken any action, or agreed to take any action, or has any Knowledge of any
fact or circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying for
pooling-of-interests accounting treatment as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or
delay receipt of any Consents of Regulatory Authorities referred to in Section
9.1(b) of this Agreement. To the Knowledge of New Iberia there exists no fact,
circumstance, or reason why the requisite Consents referred to in Section 9.1(b)
of this Agreement cannot be received in a timely manner without imposition of
any condition of the type described in the last sentence of such Section 9.1(b).
5.17 State Takeover Laws. To the extent applicable, each New Iberia
Company has taken all necessary action to exempt the transactions contemplated
by this Agreement from Sections 132 et. seq. and 135 et. seq. of the LBCL and
any comparable provisions of the Articles of Incorporation of New Iberia.
5.18 Directors' Agreements. Each of the directors of New Iberia has
executed and delivered to Regions a Support Agreement and a claims letter in
substantially the form of Exhibit 4.
5.19 Charter Provisions. Each New Iberia Company has taken all action so
that the entering into of this Agreement and the consummation of the Merger and
the other transactions contemplated by this Agreement do not and will not result
in the grant of any rights to any Person under the Articles of Incorporation,
Bylaws, or other governing instruments of any New Iberia Company or restrict or
impair the ability of Regions or any of its Subsidiaries to vote, or otherwise
to exercise the rights of a stockholder with respect to, shares of any New
Iberia Company that may be directly or indirectly acquired or controlled by it.
5.20 Derivatives Contracts. Neither New Iberia nor any of its Subsidiaries
is a party to or has agreed to enter into an exchange-traded or over-the-counter
swap, forward, future, option, cap, floor, or collar financial contract, or any
other interest rate or foreign currency protection contract not included on its
balance sheet which is a financial derivative contract (including various
combinations thereof) and which might reasonably be expected to have a Material
Adverse Effect on New Iberia.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF REGIONS
Regions hereby represents and warrants to New Iberia as follows:
6.1 Organization, Standing, and Power. Regions is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
Delaware, and has the corporate power and authority to carry on its business as
now conducted and to own, lease, and operate its material Assets. Regions is
duly qualified or licensed to transact business as a foreign corporation in good
standing in the States of the United States and foreign jurisdictions where the
character of its Assets or the nature or conduct of its business requires it to
be so qualified or licensed, except for such jurisdictions in which the failure
to be so qualified or licensed is not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Regions.
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6.2 Authority; No Breach By Agreement.
(a) Regions has the corporate power and authority necessary to execute,
deliver, and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated herein,
including the Merger, have been duly and validly authorized by all necessary
corporate action in respect thereof on the part of Regions. This Agreement
represents a legal, valid, and binding obligation of Regions, enforceable
against Regions in accordance with its terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by Regions, nor
the consummation by Regions of the transactions contemplated hereby, nor
compliance by Regions with any of the provisions hereof, will (i) conflict with
or result in a breach of any provision of Regions' Certificate of Incorporation
or Bylaws, or (ii) constitute or result in a Default under, or require any
Consent pursuant to, or result in the creation of any Lien on any Asset of any
Regions Company under, any Contract or Permit of any Regions Company, where such
Default or Lien, or any failure to obtain such Consent, is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Regions, or
(iii) subject to receipt of the requisite approvals referred to in Section
9.1(b) of this Agreement, violate any Law or Order applicable to any Regions
Company or any of their respective material Assets.
(c) Other than in connection or compliance with the provisions of the
Securities Laws, applicable state corporate and securities Laws, and rules of
the NYSE and the NASD, and other than Consents required from Regulatory
Authorities, and other than notices to or filings with the Internal Revenue
Service or the Pension Benefit Guaranty Corporation, or both, with respect to
any employee benefit plans, or under the HSR Act, and other than Consents,
filings, or notifications which, if not obtained or made, are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Regions, no notice to, filing with, or Consent of, any public body or authority
is necessary for the consummation by Regions of the Merger and the other
transactions contemplated in this Agreement.
6.3 Capital Stock. The authorized capital stock of Regions consists of
120,000,000 shares of Regions Common Stock, of which 62,654,750 shares were
issued and outstanding as of December 31, 1996. All of the issued and
outstanding shares of Regions Common Stock are, and all of the shares of Regions
Common Stock to be issued in exchange for shares of New Iberia Common Stock upon
consummation of the Merger, when issued in accordance with the terms of this
Agreement, will be, duly and validly issued and outstanding, and fully paid and
nonassessable under the DGCL. None of the outstanding shares of Regions Common
Stock has been, and none of the shares of Regions Common Stock to be issued in
exchange for shares of New Iberia Common Stock upon consummation of the Merger
will be, issued in violation of any preemptive rights of the current or past
stockholders of Regions.
6.4 SEC Filings; Financial Statements.
(a) Regions has filed and made available to New Iberia all forms, reports,
and documents required to be filed by Regions with the SEC since January 1,
1994, other than registration statements on Forms S-4 and S-8 (collectively, the
"Regions SEC Reports"). The Regions SEC Reports (i) at the time filed, complied
in all material respects with the applicable requirements of the Securities Act
and the Exchange Act, as the case may be, and (ii) did not at the time they were
filed (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) contain any untrue statement of a
material fact or omit to state a material fact required to be stated in such
Regions SEC Reports or necessary in order to make the statements in such Regions
SEC Reports, in light of the circumstances under which they were made, not
misleading.
(b) Each of the Regions Financial Statements (including, in each case, any
related notes) contained in the Regions SEC Reports, including any Regions SEC
Reports filed after the date of this Agreement until the
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Effective Time, complied or will comply as to form in all material respects with
the applicable published rules and regulations of the SEC with respect thereto,
was or will be prepared in accordance with GAAP applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to such
financial statements or, in the case of unaudited statements, as permitted by
Form 10-Q of the SEC), and fairly presented or will fairly present the
consolidated financial position of Regions and its Subsidiaries as at the
respective dates and the consolidated results of its operations and cash flows
for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be material in amount.
6.5 Absence of Undisclosed Liabilities. No Regions Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Regions as of
September 30, 1996, included in the Regions Financial Statements or reflected in
the notes thereto. No Regions Company has incurred or paid any Liability since
June 30, 1996, except for such Liabilities incurred or paid in the ordinary
course of business consistent with past business practice and which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions.
6.6 Absence of Certain Changes or Events. Since September 30, 1996, except
as disclosed in the Regions Financial Statements delivered prior to the date of
this Agreement, (i) there have been no events, changes, or occurrences which
have had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, and (ii) the Regions Companies have not
taken any action, or failed to take any action, prior to the date of this
Agreement, which action or failure, if taken after the date of this Agreement
would represent or result in a material breach or violation of any of the
covenants and agreements of Regions provided in Article 7 of this Agreement.
6.7 Compliance with Laws. Regions is duly registered as a bank holding
company under the BHC Act. Each Regions Company has in effect all Permits
necessary for it to own, lease, or operate its material Assets and to carry on
its business as now conducted, and there has occurred no Default under any such
Permit, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions. No
Regions Company:
(a) is in violation of any Laws, Orders, or Permits applicable to its
business or employees conducting its business, except for violations which
are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions; and
(b) has received any notification or communication from any agency or
department of federal, state, or local government or any Regulatory
Authority or the staff thereof (i) asserting that any Regions Company is
not in compliance with any of the Laws or Orders which such governmental
authority or Regulatory Authority enforces, where such noncompliance is
reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Regions, (ii) threatening to revoke any Permits, the
revocation of which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions, or (iii) requiring any
Regions Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment or memorandum of
understanding, or to adopt any Board resolution or similar undertaking,
which restricts materially the conduct of its business, or in any material
manner relates to its capital adequacy, its credit or reserve policies, its
management, or the payment of dividends.
6.8 Legal Proceedings. There is no Litigation instituted or pending, or,
to the Knowledge of Regions, threatened (or unasserted but considered probable
of assertion and which if asserted would have at least a reasonable probability
of an unfavorable outcome) against any Regions Company, or against any Asset,
interest, or right of any of them, that is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions, nor are
there any Orders of any Regulatory Authorities, other governmental authorities,
or arbitrators outstanding against any Regions Company, that are reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Regions.
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6.9 Statements True and Correct. Since January 1, 1994, or the date of
organization if later, each Regions Company has filed all reports and
statements, together with any amendments required to be made with respect
thereto, that it was required to file with Regulatory Authorities (except, in
the case of state securities authorities, failures to file which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions). At the time of filing (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing):
(i) each report and other document, including financial statements, exhibits,
and schedules thereto, filed by a Regions Company with any Regulatory Authority
complied in all material respects with all applicable Laws, and (ii) each such
report and document did not, in all material respects, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The statements,
certificates, instruments, or other writings, taken as a whole, furnished or to
be furnished by any Regions Company or any Affiliate thereof to New Iberia
pursuant to this Agreement or any other document, agreement, or instrument
referred to herein, do not and will not contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. None
of the information supplied or to be supplied by any Regions Company or any
Affiliate thereof for inclusion in the Registration Statement to be filed by
Regions with the SEC, will, when the Registration Statement becomes effective,
be false or misleading with respect to any material fact, or contain any untrue
statement of a material fact, or omit to state any material fact required to be
stated thereunder or necessary to make the statements therein not misleading.
None of the information supplied or to be supplied by any Regions Company or any
Affiliate thereof for inclusion in the Proxy Statement to be mailed to New
Iberia stockholders in connection with the Stockholders' Meeting, and any other
documents to be filed by any Regions Company or any Affiliate thereof with the
SEC or any other Regulatory Authority in connection with the transactions
contemplated hereby, will, at the respective time such documents are filed, and
with respect to the Proxy Statement, when first mailed to the stockholders of
New Iberia, be false or misleading with respect to any material fact, or contain
any misstatement of a material fact or, omit to state any material fact required
to be stated thereunder or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or, in the case of
the Proxy Statement, or any amendment thereof or supplement thereto, at the time
of the Stockholders' Meeting, be false or misleading with respect to any
material fact, or omit to state any material fact required to be stated
thereunder or necessary to correct any statement in any earlier communication
with respect to the solicitation of any proxy for the Stockholders' Meeting. All
documents that any Regions Company or any Affiliate thereof is responsible for
filing with any Regulatory Authority in connection with the transactions
contemplated hereby will comply as to form in all material respects with the
provisions of applicable Law.
6.10 Accounting, Tax, and Regulatory Matters. Except as specifically
contemplated by this Agreement, no Regions Company or any Affiliate thereof has
taken any action, or agreed to take any action, or has any Knowledge of any fact
or circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying for
pooling-of-interests accounting or treatment as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially
impede or delay receipt of any Consents of Regulatory Authorities referred to in
Section 9.1(b) of this Agreement. To the Knowledge of Regions, there exists no
fact, circumstance, or reason why the requisite Consents referred to in Section
9.1(b) of this Agreement cannot be received in a timely manner without
imposition of any condition of the type described in the last sentence of such
Section 9.1(b).
ARTICLE 7
CONDUCT OF BUSINESS PENDING CONSUMMATION
7.1 Affirmative Covenants of New Iberia. Unless the prior written consent
of the duly authorized officer of Regions shall have been obtained, and except
as otherwise expressly contemplated herein, New Iberia shall and shall cause
each of its Subsidiaries to, from the date of this Agreement until the Effective
Time or termination of this Agreement, (i) operate its business only in the
usual, regular, and ordinary course, (ii) preserve intact in all material
respects its business organization and Assets and maintain its rights and
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franchises, and (iii) take no action which would (x) materially adversely affect
the ability of any Party to obtain any Consents required for the transactions
contemplated hereby without imposition of a condition or restriction of the type
referred to in the last sentences of Sections 9.1(b) and 9.1(c) of this
Agreement, or (y) materially adversely affect the ability of any Party to
perform its covenants and agreements under this Agreement.
7.2 Negative Covenants of New Iberia. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
New Iberia covenants and agrees that it will not do or agree or commit to do, or
permit any of its Subsidiaries to do or agree or commit to do, any of the
following without the prior written consent of the duly authorized officer of
Regions, which consent shall not be unreasonably withheld:
(a) amend the Articles of Incorporation, Bylaws, or other governing
instruments of any New Iberia Company; or
(b) incur any additional debt obligation or other obligation for
borrowed money (other than indebtedness of a New Iberia Company to another
New Iberia Company) in excess of an aggregate amount outstanding at any
time of $150,000 (for the New Iberia Companies on a consolidated basis)
except in the ordinary course of the business of New Iberia, or such
Subsidiary, consistent with past practices (which shall include, for New
Iberia, creation of deposit liabilities, purchases of federal funds,
advances from the Federal Reserve Bank or Federal Home Loan Bank, whether
or not New Iberia has previously received any such advances, overnight
borrowings to meet temporary liquidity needs, and entry into repurchase
agreements fully secured by U.S. Government or agency securities), or
impose, or suffer the imposition on any Asset of any New Iberia Company of
any Lien or permit any such Lien to exist (other than in connection with
deposits, repurchase agreements, bankers acceptances, "treasury tax and
loan" accounts established in the ordinary course of business, the
satisfaction of legal requirements in the exercise of trust powers, Liens
to secure debt obligations or other obligations for borrowed money
permitted under this paragraph (b), and Liens in effect as of the date
hereof that are disclosed in the New Iberia Disclosure Memorandum); or
(c) repurchase, redeem, or otherwise acquire or exchange (other than
exchanges in the ordinary course under employee benefit plans), directly or
indirectly, any shares, or any securities convertible into any shares, of
the capital stock of any New Iberia Company, or declare or pay any dividend
or make any other distribution in respect of New Iberia's capital stock,
provided that New Iberia may (to the extent legally and contractually
permitted to do so), but shall not be obligated to, declare and pay
quarterly cash dividends on the shares of New Iberia Common Stock at a rate
not in excess of $0.10 per share, with usual and regular record and payment
dates, in accordance with past practice disclosed in the New Iberia
Disclosure Memorandum and such dates may not be changed without the prior
written consent of Regions; or
(d) except for this Agreement, or pursuant to the exercise of stock
options outstanding as of the date hereof and pursuant to the terms thereof
in existence on the date hereof, issue, sell, pledge, encumber, authorize
the issuance of, enter into any Contract to issue, sell, pledge, encumber,
or authorize the issuance of, or otherwise permit to become outstanding,
any additional shares of New Iberia Common Stock or any other capital stock
of any New Iberia Company, or any Rights to acquire such stock; or
(e) adjust, split, combine, or reclassify any capital stock of any New
Iberia Company or issue or authorize the issuance of any other securities
in respect of or in substitution for shares of New Iberia Common Stock, or
sell, lease, mortgage, or otherwise dispose of or otherwise encumber any
shares of capital stock of any New Iberia Subsidiary (unless any such
shares of stock are sold or otherwise transferred to another New Iberia
Company) or any Asset having a book value in excess of $50,000 other than
in the ordinary course of business for reasonable and adequate
consideration and other than dispositions in the ordinary course of
business of (i) investment securities, (ii) loans, including dispositions
thereof through loan participation agreements, and (iii) other real estate
owned by any New Iberia Company; or
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(f) except for purchases of U.S. Treasury securities or U.S.
Government agency securities, which in each case have maturities of five
years or less, purchase any securities or make any material investment,
either by purchase of stock or securities, contributions to capital, Asset
transfers, or purchase of any Assets, in any Person other than a wholly
owned New Iberia Subsidiary, or otherwise acquire direct or indirect
control over any Person, other than in connection with (i) foreclosures in
the ordinary course of business, or (ii) acquisitions of control by a
depository institution Subsidiary in its fiduciary capacity; or
(g) grant any increase in compensation or benefits to the employees or
officers of any New Iberia Company, except in accordance with past practice
or previously approved by the Board of Directors of New Iberia, in each
case as disclosed in the New Iberia Disclosure Memorandum or as required by
Law; except as disclosed in the New Iberia Disclosure Memorandum, pay any
severance or termination pay or any bonus other than pursuant to written
policies or written Contracts in effect on the date of this Agreement and
disclosed in the New Iberia Disclosure Memorandum; and enter into or amend
any severance agreements with officers of any New Iberia Company; grant any
increase in fees or other increases in compensation or other benefits to
directors of any New Iberia Company except in accordance with past practice
disclosed in the New Iberia Disclosure Memorandum; or voluntarily
accelerate the vesting of any stock options or other stock-based
compensation or employee benefits; or
(h) enter into or amend any employment Contract between any New Iberia
Company and any Person (unless such amendment is required by Law) that the
New Iberia Company does not have the unconditional right to terminate
without Liability (other than Liability for services already rendered) at
any time on or after the Effective Time; or
(i) adopt any new employee benefit plan of any New Iberia Company or
make any material change in or to any existing employee benefit plans of
any New Iberia Company other than any such change that is required by Law
or that, in the opinion of counsel, is necessary or advisable to maintain
the tax qualified status of any such plan; or
(j) make any significant change in any Tax or accounting methods or
systems of internal accounting controls, except as may be appropriate to
conform to changes in Tax Laws or regulatory accounting requirements or
GAAP; or
(k) commence any material Litigation other than in accordance with
past practice, settle any Litigation involving any Liability of any New
Iberia Company for money damages in excess of $100,000 or imposing material
restrictions upon the operations of any New Iberia Company; or
(l) modify, amend, or terminate any material Contract or waive,
release, compromise, or assign any material rights or claims.
7.3 Covenants of Regions. From the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement, Regions
covenants and agrees that it shall and shall cause each of its Subsidiaries to
(x) continue to conduct its business and the business of its Subsidiaries in a
manner designed in its reasonable judgment to enhance the long-term value of the
Regions Common Stock and the business prospects of the Regions Companies and to
the extent consistent therewith use all reasonable efforts to preserve intact
the Regions Companies' core businesses and goodwill with their respective
employees and the communities they serve, (y) take no action which would (i)
materially adversely affect the ability of any Party to obtain any Consents
required for the transactions contemplated hereby without imposition of a
condition or restriction of the type referred to in the last sentences of
Sections 9.1(b) and 9.1(c) of this Agreement, or (ii) materially adversely
affect the ability of any Party to perform its covenants and agreements under
this Agreement; provided, that the foregoing shall not prevent any Regions
Company from discontinuing or disposing of any of its Assets or business if such
action is, in the judgment of Regions, desirable in the conduct of the business
of Regions and its Subsidiaries, and (z) not amend the Certificate of
Incorporation or Bylaws of Regions, in each case, in any manner which is adverse
to, and discriminates against, the holders of New Iberia Common Stock.
7.4 Adverse Changes in Condition. Each Party agrees to give written notice
promptly to the other Party upon becoming aware of the occurrence or impending
occurrence of any event or circumstance relating to it or
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any of its Subsidiaries which (i) is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on it or (ii) would cause or
constitute a material breach of any of its representations, warranties, or
covenants contained herein, and to use its reasonable efforts to prevent or
promptly to remedy the same.
7.5 Reports. Each Party and its Subsidiaries shall file all reports
required to be filed by it with Regulatory Authorities between the date of this
Agreement and the Effective Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed. If financial statements are
contained in any such reports filed with the SEC, such financial statements will
fairly present the consolidated financial position of the entity filing such
statements as of the dates indicated and the consolidated results of operations,
changes in stockholders' equity, and cash flow for the periods then ended in
accordance with GAAP (subject in the case of interim financial statements to
normal recurring year-end adjustments that are not material). As of the
respective dates, such reports filed with the SEC will comply in all material
respects with the Securities Laws and will not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Any financial statements contained
in any other reports to another Regulatory Authority shall be prepared in
accordance with Laws applicable to such reports.
ARTICLE 8
ADDITIONAL AGREEMENTS
8.1 Registration Statement; Proxy Statement; Stockholder Approval. As soon
as reasonably practicable after execution of this Agreement, Regions shall
prepare and file the Registration Statement with the SEC, and shall use its
reasonable efforts to cause the Registration Statement to become effective under
the 1933 Act and take any action required to be taken under the applicable state
Blue Sky or securities Laws in connection with the issuance of the shares of
Regions Common Stock upon consummation of the Merger. New Iberia shall furnish
all information concerning it and the holders of its capital stock as Regions
may reasonably request in connection with such action. New Iberia shall call a
Stockholders' Meeting, to be held as soon as reasonably practicable after the
Registration Statement is declared effective by the SEC, for the purpose of
voting upon approval of this Agreement and such other related matters as it
deems appropriate. In connection with the Stockholders' Meeting, (i) New Iberia
shall mail or cause to be mailed the Proxy Statement, in a form reasonably
acceptable to it, to its stockholders, (ii) the Parties shall furnish to each
other all information concerning them that they may reasonably request in
connection with such Proxy Statement, (iii) the Board of Directors of New Iberia
shall recommend (subject to compliance with their fiduciary duties as advised by
counsel) to its stockholders the approval of this Agreement, and (iv) the Board
of Directors and officers of New Iberia shall (subject to compliance with their
fiduciary duties as advised by counsel) use their reasonable efforts to obtain
such stockholders' approval.
8.2 Exchange Listing. Regions shall use its reasonable efforts to list,
prior to the Effective Time, on the Nasdaq NMS, subject to official notice of
issuance, the shares of Regions Common Stock to be issued to the holders of New
Iberia Common Stock pursuant to the Merger.
8.3 Applications. Regions shall promptly prepare and file, and New Iberia
shall cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement seeking the requisite Consents
necessary to consummate the transactions contemplated by this Agreement.
8.4 Filings with State Offices. Upon the terms and subject to the
conditions of this Agreement, Regions shall execute and file the Louisiana
Certificate of Merger with the Secretary of State of the State of Louisiana and
Regions shall execute and file the Delaware Certificate of Merger with the
Secretary of State of the State of Delaware in connection with the Closing.
8.5 Agreement as to Efforts to Consummate. Subject to the terms and
conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable
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Laws to consummate and make effective, as soon as practicable after the date of
this Agreement, the transactions contemplated by this Agreement, including using
its reasonable efforts to lift or rescind any Order adversely affecting its
ability to consummate the transactions contemplated herein and to cause to be
satisfied the conditions referred to in Article 9 of this Agreement; provided,
that nothing herein shall preclude either Party from exercising its rights under
this Agreement. Each Party shall use, and shall cause each of its Subsidiaries
to use, its reasonable efforts to obtain all Consents necessary or desirable for
the consummation of the transactions contemplated by this Agreement.
8.6 Investigation and Confidentiality.
(a) Prior to the Effective Time, each Party shall keep the other Party
advised of all material developments relevant to its business and to
consummation of the Merger and shall permit the other Party to make or cause to
be made such investigation of the business and properties of it and its
Subsidiaries and of their respective financial and legal conditions as the other
Party reasonably requests, provided that such investigation shall be reasonably
related to the transactions contemplated hereby and shall not interfere
unreasonably with normal operations. New Iberia shall cooperate with Regions in
obtaining, at Regions' election and expense, environmental audits of any or all
of the properties owned or occupied by New Iberia. No investigation by a Party
shall affect the representations and warranties of the other Party.
(b) Each Party shall, and shall cause its Representatives to, maintain the
confidentiality of all written, oral, and other confidential information
furnished to it by the other Party concerning its and its Subsidiaries'
businesses, operations, and financial positions ("Confidential Information") and
shall not use such information for any purpose except in furtherance of the
transactions contemplated by this Agreement. Each Party shall maintain the
confidentiality of all Confidential Information obtained in connection with this
Agreement or the transactions contemplated hereby unless (i) such information
becomes publicly available through no fault of such Party, or was, is, or
becomes available to that Party from a source other than the other Party or its
Representatives, which source was itself not bound by a confidentiality
agreement with, or other contractual, legal, or fiduciary obligation of
confidentiality with respect to that information, or (ii) the furnishing or use
of such information is required by proper judicial, administrative, or other
legal proceeding, provided that the other Party is promptly notified in writing
of such request, unless such notification is not, in the opinion of counsel,
permitted by Law. Each Party and its Representatives will hold and maintain all
Confidential Information in confidence and will not disclose to any third party
or permit any third party access to any Confidential Information or the
substance thereof provided that a Party may disclose Confidential Information to
such of its Representatives who need to know such information in connection with
the transactions contemplated hereby. If this Agreement is terminated prior to
the Effective Time, each Party shall promptly return or certify the destruction
of all documents and copies thereof, and all work papers containing confidential
information received from the other Party.
(c) Each Party agrees to give the other Party notice as soon as practicable
after any determination by it of any fact or occurrence relating to the other
Party which it has discovered through the course of its investigation and which
represents, or is reasonably likely to represent, either a material breach of
any representation, warranty, covenant, or agreement of the other Party or which
has had or is reasonably likely to have a Material Adverse Effect on the other
Party.
8.7 Press Releases. Prior to the Effective Time, New Iberia and Regions
shall consult with each other as to the form and substance of any press release
or other public disclosure materially related to this Agreement or any other
transaction contemplated hereby; provided, that nothing in this Section 8.7
shall be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's disclosure
obligations imposed by Law.
8.8 Certain Actions. Except with respect to this Agreement and the
transactions contemplated hereby, no New Iberia Company nor any Affiliate
thereof nor any Representatives retained by any New Iberia Company shall
directly or indirectly solicit any Acquisition Proposal by any Person. Except to
the extent necessary to comply with the fiduciary duties of New Iberia's Board
of Directors as advised in writing by counsel to such Board of Directors, no New
Iberia Company or any Affiliate or Representative thereof shall furnish any
non-public information that it is not legally obligated to furnish, negotiate
with respect to, or enter
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into any Contract with respect to, any Acquisition Proposal, and shall direct
and use its reasonable efforts to cause all of its Representatives not to engage
in any of the foregoing, but New Iberia may communicate information about such
an Acquisition Proposal to its stockholders if and to the extent that it is
required to do so in order to comply with its legal obligations. New Iberia
shall promptly notify Regions orally and in writing in the event that it
receives any inquiry or proposal relating to any such transaction. New Iberia
shall (i) immediately cease and cause to be terminated any existing activities,
discussions, or negotiations with any Persons conducted heretofore with respect
to any of the foregoing, and (ii) direct and use its reasonable efforts to cause
all of its Representatives not to engage in any of the foregoing subject to
legal obligations and fiduciary duties as aforesaid.
8.9 Accounting and Tax Treatment. Each of the Parties undertakes and
agrees to use its reasonable efforts to cause the Merger, and to take no action
which would cause the Merger not, to qualify for treatment as a
pooling-of-interests for accounting purposes or as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code for federal income tax
purposes.
8.10 State Takeover Laws. Each New Iberia Company shall take all necessary
steps to exempt the transactions contemplated by this Agreement from, or if
necessary challenge the validity or applicability of Sections 132 et seq. of the
LBCL.
8.11 Charter Provisions. Each New Iberia Company shall take all necessary
action to ensure that the entering into of this Agreement and the consummation
of the Merger and the other transactions contemplated hereby or thereby do not
and will not result in the grant of any rights to any Person under the Articles
of Incorporation, Bylaws, or other governing instruments of any New Iberia
Company or restrict or impair the ability of Regions or any of its Subsidiaries
to vote, or otherwise to exercise the rights of a stockholder with respect to,
shares of any New Iberia Company that may be directly or indirectly acquired or
controlled by it.
8.12 Agreement of Affiliates. New Iberia will disclose in the New Iberia
Disclosure Memorandum each Person whom it reasonably believes is an "affiliate"
of New Iberia for purposes of Rule 145 under the 1933 Act. New Iberia shall use
its reasonable efforts to cause each such Person to deliver to Regions not later
than 30 days prior to the Effective Time a written agreement, substantially in
the form of Exhibit 2, providing that such Person will not sell, pledge,
transfer, or otherwise dispose of the shares of New Iberia Common Stock held by
such Person except as contemplated by such agreement or by this Agreement and
will not sell, pledge, transfer, or otherwise dispose of the shares of Regions
Common Stock to be received by such Person upon consummation of the Merger
except in compliance with applicable provisions of the 1933 Act and the rules
and regulations thereunder and until such time as financial results covering at
least 30 days of combined operations of Regions and New Iberia have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies. Shares of Regions Common Stock issued to such
affiliates of New Iberia in exchange for shares of New Iberia Common Stock shall
not be transferable until such time as financial results covering at least 30
days of combined operations of Regions and New Iberia have been published within
the meaning of Section 201.01 of the SEC's Codification of Financial Reporting
Policies, regardless of whether each such affiliate has provided the written
agreement referred to in this Section 8.12 (and Regions shall be entitled to
place restrictive legends upon certificates for shares of Regions Common Stock
issued to affiliates of New Iberia pursuant to this Agreement to enforce the
provisions of this Section 8.12). Regions shall not be required to maintain the
effectiveness of the Registration Statement under the 1933 Act for the purposes
of resale of Regions Common Stock by such affiliates.
8.13 Employee Benefits and Contracts. Following the Effective Time,
Regions shall provide generally to officers and employees of the New Iberia
Companies, who at or after the Effective Time become employees of a Regions
Company, employee benefits under employee benefit plans (other than stock option
or other plans involving the potential issuance of Regions Common Stock except
as set forth in this Section 8.13), on terms and conditions which when taken as
a whole are substantially similar to those currently provided by the Regions
Companies to their similarly situated officers and employees. For purposes of
participation and vesting (but not accrual of benefits) under such employee
benefit plans, (i) service under any qualified defined benefit plans of New
Iberia should be treated as service under Regions' qualified defined benefit
plans, (ii) service under any qualified defined contribution plans of New Iberia
shall be treated as service under
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Regions' qualified defined contribution plans, and (iii) service under any other
employee benefit plans of New Iberia shall be treated as service under any
similar employee benefit plans maintained by Regions. Regions also shall cause
New Iberia and its Subsidiaries to honor on terms reasonably agreed upon by the
Parties all employment, severance, consulting, and other compensation Contracts
disclosed in the New Iberia Disclosure Memorandum to Regions between any New
Iberia Company and any current or former director, officer, or employee thereof,
and all provisions for vested benefits or other vested amounts earned or accrued
through the Effective Time under the New Iberia Benefit Plans.
8.14 Indemnification.
(a) With respect to any claims made within a period of six years after the
Effective Time, Regions shall, and shall cause the Surviving Corporation to,
indemnify, defend, and hold harmless the present and former directors, officers,
employees, and agents of each of the New Iberia Companies (each, an "Indemnified
Party") against all Liabilities arising out of actions or omissions occurring at
or prior to the Effective Time (including the transactions contemplated by this
Agreement) to the full extent permitted under Louisiana Law and by New Iberia's
Articles of Incorporation and Bylaws as in effect on the date hereof, including
provisions relating to advances of expenses incurred in the defense of any
Litigation, provided, however, that the indemnification provided by this Section
8.14(a) shall not apply to any claim against an Indemnified Party if such
Indemnified Party knew of the existence of the claim and failed to make a good
faith effort to require New Iberia to notify its director and officer liability
insurance carrier of the existence of such claim prior to the Effective Time.
Without limiting the foregoing, in any case in which approval is required to
effectuate any indemnification, the determination of any such approval shall be
made, at the election of the Indemnified Party, by independent counsel mutually
agreed upon between Regions and the Indemnified Party.
(b) Any Indemnified Party wishing to claim indemnification under paragraph
(a) of this Section 8.14, upon learning of any such Liability or Litigation,
shall promptly notify Regions thereof. In the event of any such Litigation
(whether arising before or after the Effective Time), (i) Regions or New Iberia
shall have the right to assume the defense thereof and Regions shall not be
liable to such Indemnified Parties for any legal expenses of other counsel or
any other expenses subsequently incurred by such Indemnified Parties in
connection with the defense thereof, except that if Regions or New Iberia elects
not to assume such defense or counsel for the Indemnified Parties advises in
writing that there are material substantive issues which raise conflicts of
interest between Regions or New Iberia and the Indemnified Parties, each of the
Indemnified Parties may retain counsel satisfactory to them, and Regions or New
Iberia shall pay all reasonable fees and expenses of such counsel for the
Indemnified Parties promptly as statements therefor are received; provided, that
(i) Regions shall be obligated pursuant to this paragraph (b) to pay for only
one firm of counsel for each of the Indemnified Parties in any jurisdiction,
(ii) the Indemnified Parties will cooperate (to the extent reasonably
appropriate under the circumstances) in the defense of any such Litigation, and
(iii) Regions shall not be liable for any settlement effected without its prior
written consent; and provided further that Regions shall not have any obligation
hereunder to any Indemnified Party when and if a court of competent jurisdiction
shall determine, and such determination shall have become final, that the
indemnification of such Indemnified Party in the manner contemplated hereby is
prohibited by applicable Law.
ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE
9.1 Conditions to Obligations of Each Party. The respective obligations of
each Party to consummate the Merger and the other transactions contemplated
hereby are subject to the satisfaction of the following conditions, unless
waived by both Parties pursuant to Section 11.6 of this Agreement:
(a) Stockholder Approval. The stockholders of New Iberia shall have
approved this Agreement, and the consummation of the transactions
contemplated hereby, including the Merger, as and to the extent required by
Law or by the provisions of any governing instruments.
(b) Regulatory Approvals. All Consents of, filings and registrations
with, and notifications to, all Regulatory Authorities required for
consummation of the Merger shall have been obtained or made and
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shall be in full force and effect and all waiting periods required by Law
shall have expired. No Consent obtained from any Regulatory Authority which
is necessary to consummate the transactions contemplated hereby shall be
conditioned or restricted in a manner (including requirements relating to
the raising of additional capital or the disposition of Assets) which in
the reasonable judgment of the Board of Directors of Regions would so
materially adversely impact the economic or business benefits of the
transactions contemplated by this Agreement that, had such condition or
requirement been known, Regions would not, in its reasonable judgment, have
entered into this Agreement.
(c) Consents and Approvals. Each Party shall have obtained any and
all Consents required for consummation of the Merger (other than those
referred to in Section 9.1(b) of this Agreement) or for the preventing of
any Default under any Contract or Permit of such Party which, if not
obtained or made, is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on such Party. No Consent so obtained
which is necessary to consummate the transactions contemplated hereby shall
be conditioned or restricted in a manner which in the reasonable judgment
of the Board of Directors of Regions would so materially adversely impact
the economic or business benefits of the transactions contemplated by this
Agreement that, had such condition or requirement been known, Regions would
not, in its reasonable judgment, have entered into this Agreement.
(d) Legal Proceedings. No court or governmental or regulatory
authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced, or entered any Law or Order (whether temporary,
preliminary, or permanent) or taken any other action which prohibits,
restricts, or makes illegal consummation of the transactions contemplated
by this Agreement.
(e) Registration Statement. The Registration Statement shall be
effective under the 1933 Act, no stop orders suspending the effectiveness
of the Registration Statement shall have been issued, no action, suit,
proceeding, or investigation by the SEC to suspend the effectiveness
thereof shall have been initiated and be continuing, and all necessary
approvals under state securities Laws or the 1933 Act or 1934 Act relating
to the issuance or trading of the shares of Regions Common Stock issuable
pursuant to the Merger shall have been received.
(f) Exchange Listing. The shares of Regions Common Stock issuable
pursuant to the Merger shall have been approved for listing on the Nasdaq
NMS subject to official notice of issuance.
(g) Tax Matters. Each Party shall have received a written opinion of
Alston & Bird, special counsel to Regions, in form reasonably satisfactory
to the Parties (the "Tax Opinion"), to the effect that (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, and (ii) the exchange in the Merger of New Iberia
Common Stock for Regions Common Stock will not give rise to gain or loss to
the stockholders of New Iberia with respect to such exchange (except to the
extent of any cash received). In rendering such Tax Opinion, such special
counsel for Regions shall be entitled to rely upon representations of
officers of New Iberia and Regions reasonably satisfactory in form and
substance to such counsel.
9.2 Conditions to Obligations of Regions. The obligations of Regions to
consummate the Merger and the other transactions contemplated hereby are subject
to the satisfaction of the following conditions, unless waived by Regions
pursuant to Section 11.6(a) of this Agreement:
(a) Representations and Warranties. For purposes of this Section
9.2(a), the accuracy of the representations and warranties of New Iberia
set forth in this Agreement shall be assessed as of the date of this
Agreement and as of the Effective Time with the same effect as though all
such representations and warranties had been made on and as of the
Effective Time (provided that representations and warranties which are
confined to a specified date shall speak only as of such date). The
representations and warranties of New Iberia set forth in Section 5.3 of
this Agreement shall be true and correct (except for inaccuracies which are
de minimus in amount). The representations and warranties of New Iberia set
forth in Sections 5.16, 5.17, and 5.19 of this Agreement shall be true and
correct in all material respects. There shall not exist inaccuracies in the
representations and warranties of New Iberia set forth in this Agreement
(including the representations and warranties set forth in Sections 5.3,
5.16, 5.17, and 5.19)
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such that the aggregate effect of such inaccuracies has, or is reasonably
likely to have, a Material Adverse Effect on New Iberia; provided that, for
purposes of this sentence only, those representations and warranties which
are qualified by references to "material" or "Material Adverse Effect" or
to the "Knowledge" of New Iberia or to a matter being "known" by New Iberia
shall be deemed not to include such qualifications.
(b) Performance of Agreements and Covenants. Each and all of the
agreements and covenants of New Iberia to be performed and complied with
pursuant to this Agreement and the other agreements contemplated hereby
prior to the Effective Time shall have been duly performed and complied
with in all material respects.
(c) Certificates. New Iberia shall have delivered to Regions (i) a
certificate, dated as of the Effective Time and signed on its behalf by its
duly authorized officer, to the effect that the conditions of its
obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have
been satisfied, and (ii) certified copies of resolutions duly adopted by
New Iberia's Board of Directors and stockholders evidencing the taking of
all corporate action necessary to authorize the execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, all in such reasonable detail as Regions and its
counsel shall request.
(d) Opinion of Counsel. Regions shall have received an opinion of
Gordon, Arata, McCollam & Duplantis, L.L.P., counsel to New Iberia, dated
as of the Effective Time, in form reasonably satisfactory to Regions, as to
the matters set forth in Exhibit 3.
(e) Affiliates Agreements. Regions shall have received from each
affiliate of New Iberia the affiliate letter referred to in Section 8.12 of
this Agreement.
(f) Claims Letters. Each of the directors and officers of New Iberia
shall have executed and delivered to Regions letters in substantially the
form of Exhibit 4 dated as of the Effective Time.
9.3 Conditions to Obligations of New Iberia. The obligations of New Iberia
to consummate the Merger and the other transactions contemplated hereby are
subject to the satisfaction of the following conditions, unless waived by New
Iberia pursuant to Section 11.6(b) of this Agreement:
(a) Representations and Warranties. For purposes of this Section
9.3(a), the accuracy of the representations and warranties of Regions set
forth in this Agreement shall be assessed as of the date of this Agreement
and as of the Effective Time with the same effect as though all such
representations and warranties had been made on and as of the Effective
Time (provided that representations and warranties which are confined to a
specified date shall speak only as of such date). The representations and
warranties of Regions set forth in Section 6.3 of this Agreement shall be
true and correct (except for inaccuracies which are de minimus in amount).
The representations and warranties of Regions set forth in Section 6.10 of
this Agreement shall be true and correct in all material respects. There
shall not exist inaccuracies in the representations and warranties of
Regions set forth in this Agreement (including the representations and
warranties set forth in Sections 6.3 and 6.10) such that the aggregate
effect of such inaccuracies has, or is reasonably likely to have, a
Material Adverse Effect on Regions; provided that, for purposes of this
sentence only, those representations and warranties which are qualified by
references to "material" or "Material Adverse Effect" or to the "Knowledge"
of Regions or to a matter being "known" by Regions shall be deemed not to
include such qualifications.
(b) Performance of Agreements and Covenants. Each and all of the
agreements and covenants of Regions to be performed and complied with
pursuant to this Agreement and the other agreements contemplated hereby
prior to the Effective Time shall have been duly performed and complied
with in all material respects.
(c) Certificates. Regions shall have delivered to New Iberia (i) a
certificate, dated as of the Effective Time and signed on its behalf by its
duly authorized officer to the effect that the conditions of its
obligations set forth in Sections 9.3(a) and 9.3(b) of this Agreement have
been satisfied, and (ii) certified copies of resolutions duly adopted by
Regions' Board of Directors evidencing the taking of
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all corporate action necessary to authorize the execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, all in such reasonable detail as New Iberia and its
counsel shall request.
(d) Opinion of Counsel. New Iberia shall have received an opinion of
Lange, Simpson, Robinson & Somerville, counsel to Regions, dated as of the
Effective Time, in form reasonably acceptable to New Iberia, as to the
matters set forth in Exhibit 5.
(e) Fairness Opinion. New Iberia shall have received a letter from a
financial advisor selected by New Iberia dated not more than five days
prior to (i) the date of the Proxy Statement and (ii) in the event the
Effective Time occurs more than 30 days subsequent to the Stockholders'
Meeting, the Effective Time, in each case, to the effect that in the
opinion of such firm, the Exchange Ratio is fair to the stockholders of New
Iberia from a financial point of view.
ARTICLE 10
TERMINATION
10.1 Termination. Notwithstanding any other provision of this Agreement,
and notwithstanding the approval of this Agreement by the stockholders of New
Iberia, this Agreement may be terminated (and shall automatically terminate in
the case of Section 10.1(h)) and the Merger abandoned at any time prior to the
Effective Time:
(a) By mutual consent of the Board of Directors of Regions and the
Board of Directors of New Iberia; or
(b) By the Board of Directors of either Party (provided that the
terminating Party is not then in breach of any representation or warranty
contained in this Agreement under the applicable standard set forth in
Section 9.2(a) of this Agreement in the case of New Iberia and Section
9.3(a) of this Agreement in the case of Regions or in material breach of
any covenant or other agreement contained in this Agreement) in the event
of an inaccuracy of any representation or warranty of the other Party
contained in this Agreement which cannot be or has not been cured within 30
days after the giving of written notice to the breaching Party of such
inaccuracy and which inaccuracy would provide the terminating Party the
ability to refuse to consummate the Merger under the applicable standard
set forth in Section 9.2(a) of this Agreement in the case of New Iberia and
Section 9.3(a) of this Agreement in the case of Regions; or
(c) By the Board of Directors of either Party (provided that the
terminating Party is not then in breach of any representation or warranty
contained in this Agreement under the applicable standard set forth in
Section 9.2(a) of this Agreement in the case of New Iberia and Section
9.3(a) in the case of Regions or in material breach of any covenant or
other agreement contained in this Agreement) in the event of a material
breach by the other Party of any covenant or agreement contained in this
Agreement which cannot be or has not been cured within 30 days after the
giving of written notice to the breaching Party of such breach; or
(d) By the Board of Directors of either Party in the event (i) any
Consent of any Regulatory Authority required for consummation of the Merger
and the other transactions contemplated hereby shall have been denied by
final nonappealable action of such authority or if any action taken by such
authority is not appealed within the time limit for appeal, or (ii) the
stockholders of New Iberia fail to vote their approval of this Agreement
and the transactions contemplated hereby as required by the LBCL at the
Stockholders' Meeting where the transactions were presented to such
stockholders for approval and voted upon; or
(e) By the Board of Directors of either Party in the event that the
Merger shall not have been consummated by December 31, 1997, except that a
Party that has breached the obligation to consummate the Closing and has
failed to cure such breach may not terminate under this subsection; or
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(f) By the Board of Directors of either Party in the event that any of
the conditions precedent to the obligations of such Party to consummate the
Merger, other than the conditions in Section 9.2(a) in the case of New
Iberia or 9.3(a) in the case of Regions, cannot be satisfied or fulfilled
by the date specified in Section 10.1(e) of this Agreement; or
(g) By the Board of Directors of Regions, at any time prior to the
45th day after execution of this Agreement without any Liability in the
event that the review of the Assets, business, financial condition, results
of operations, and prospects of New Iberia undertaken by Regions during
such time period or any of the disclosures contained in the New Iberia
Disclosure Memorandum causes the Board of Directors of Regions to
determine, in its reasonable good faith judgment, that a fact or
circumstance exists or is likely to exist or result which materially and
adversely impacts one or more of the economic benefits to Regions of the
transactions contemplated by this Agreement so as to render inadvisable the
consummation of the Merger; or
(h) Without any action by the Board of Directors of New Iberia, if the
Average Closing Price shall be less than $52.912, subject however to the
following two sentences. During the five-day period commencing with the
Determination Date, Regions shall have the option to elect to increase the
Exchange Ratio to equal the quotient obtained by dividing (1) the product
of $52.912 and the Exchange Ratio (as then in effect) by (2) the Average
Closing Price. If Regions makes an election contemplated by the preceding
sentence, it shall give prompt written notice to New Iberia of such
election and the revised Exchange Ratio, whereupon no termination shall
have occurred pursuant to this Section 10.1(h) and this Agreement shall
remain in effect in accordance with its terms (except as the "Exchange
Ratio" shall have been modified), and any reference to "Exchange Ratio"
shall thereafter be deemed to refer to the Exchange Ratio as adjusted
pursuant to this Section 10.1(h).
For purposes of this Section 10.1(h), the following terms shall have the
meanings indicated:
"Average Closing Price" shall mean the average of the daily last sales
prices of Regions Common Stock as reported on the Nasdaq NMS (as reported
by The Wall Street Journal or, if not reported thereby, another
authoritative source as chosen by Regions) for the ten consecutive full
trading days in which such shares are traded on the Nasdaq NMS ending at
the close of trading on the Determination Date.
"Determination Date" shall mean the later of (i) the date of the New
Iberia Stockholders' Meeting or (ii) the date the Consent of the Federal
Reserve to the Merger is received.
10.2 Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement shall become void and have no effect, and neither Party shall have any
claim or legal right to redress, whether for breach of contract or otherwise, as
a result of a breach of any representation, warranty, covenant, or condition of
this Agreement, except that (i) the provisions of this Section 10.2 and Article
11 and Section 8.6(b) of this Agreement shall survive any such termination and
abandonment, and (ii) a termination pursuant to Section 10.1(b), 10.1(c), or
10.1(f) of this Agreement shall not relieve the breaching Party from Liability
for an uncured willful and knowing breach of a representation, warranty,
material covenant, or material agreement giving rise to such termination.
10.3 Non-Survival of Representations and Covenants. The respective
representations, warranties, obligations, covenants, and agreements of the
Parties shall not survive the Effective Time except this Section 10.3 and
Articles 2, 3, 4, and 11 of this Agreement and Sections 8.12 and 8.14 of this
Agreement.
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ARTICLE 11
MISCELLANEOUS
11.1 Definitions. Except as otherwise provided herein, the capitalized
terms set forth below shall have the following meanings:
"Acquisition Proposal" with respect to a Party shall mean any tender
offer or exchange offer or any proposal for a merger, acquisition of all of
the stock or assets of, or other business combination involving such Party
or any of its Subsidiaries or the acquisition of a substantial equity
interest in, or a substantial portion of the assets of, such Party or any
of its Subsidiaries.
"Affiliate" of a Person shall mean any other Person directly, or
indirectly through one or more intermediaries, controlling, controlled by,
or under common control with such Person.
"Agreement" shall mean this Agreement and Plan of Merger, including
the Exhibits delivered pursuant hereto and incorporated herein by
reference.
"AMEX" shall mean the American Stock Exchange, Inc.
"Assets" of a Person shall mean all of the assets, properties,
businesses, and rights of such Person of every kind, nature, character, and
description, whether real, personal or mixed, tangible or intangible,
accrued or contingent, or otherwise relating to or utilized in such
Person's business, directly or indirectly, in whole or in part, whether or
not carried on the books and records of such Person, and whether or not
owned in the name of such Person or any Affiliate of such Person and
wherever located.
"BHC Act" shall mean the federal Bank Holding Company Act of 1956, as
amended.
"Closing" shall mean the closing of the transactions contemplated
hereby, as described in Section 1.2 of this Agreement.
"Closing Date" shall mean the date on which the Closing occurs.
"Consent" shall mean any consent, approval, authorization, clearance,
exemption, waiver, or similar affirmation by any Person pursuant to any
Contract, Law, Order, or Permit.
"Contract" shall mean any written or oral agreement, arrangement,
authorization, commitment, contract, indenture, instrument, lease,
obligation, plan, practice, restriction, understanding or undertaking of
any kind or character, or other document to which any Person is a party or
that is binding on any Person or its capital stock, Assets, or business.
"Default" shall mean (i) any breach or violation of or default under
any Contract, Order, or Permit, (ii) any occurrence of any event that with
the passage of time or the giving of notice or both would constitute a
breach or violation of or default under any Contract, Order, or Permit, or
(iii) any occurrence of any event that with or without the passage of time
or the giving of notice would give rise to a right to terminate or revoke,
change the current terms of, or renegotiate, or to accelerate, increase, or
impose any Liability under, any Contract, Order, or Permit where, in any
such event, such Default is reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on a Party.
"DGCL" shall mean the General Corporation Law of Delaware.
"Effective Time" shall mean the date and time at which the Merger
becomes effective as defined in Section 1.3 of this Agreement.
"Environmental Laws" shall mean all Laws relating to pollution or
protection of human health or the environment (including ambient air,
surface water, ground water, land surface, or subsurface strata) and which
are administered, interpreted, or enforced by the United States
Environmental Protection Agency and state and local agencies with
jurisdiction over, and including common law in respect of, pollution or
protection of the environment, including the Comprehensive Environmental
Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq.
("CERCLA"), the Resource Conservation and Recovery Act, as amended, 42
U.S.C. 6901 et seq. ("RCRA"), and other Laws
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relating to emissions, discharges, releases, or threatened releases of any
Hazardous Material, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
any Hazardous Material.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"ERISA Affiliate" shall have the meaning provided in Section 5.8 of
this Agreement.
"ERISA Plan" shall have the meaning provided in Section 5.8 of this
Agreement.
"Exchange Agent" shall have the meaning provided in Section 4.1 of
this Agreement.
"Exchange Ratio" shall have the meaning provided in Section 3.1(b) of
this Agreement.
"Exhibits" 1 through 5, inclusive, shall mean the Exhibits so marked,
copies of which are attached to this Agreement. Such Exhibits are hereby
incorporated by reference herein and made a part hereof, and may be
referred to in this Agreement and any other related instrument or document
without being attached hereto.
"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.
"Hazardous Material" shall mean (i) any hazardous substance, hazardous
material, hazardous waste, regulated substance, or toxic substance (as
those terms are defined by any applicable Environmental Laws) and (ii) any
chemicals, pollutants, contaminants, petroleum, petroleum products, or oil
(and specifically shall include asbestos requiring abatement, removal, or
encapsulation pursuant to the requirements of governmental authorities and
any polychlorinated biphenyls).
"HOLA" shall mean the Home Owners' Loan Act of 1933, as amended.
"HSR Act" shall mean Section 7A of the Clayton Act, as added by Title
II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations promulgated thereunder.
"Indemnified Party" shall have the meaning set forth in Section 8.14
of this Agreement.
"Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended, and the rules and regulations promulgated thereunder.
"Knowledge" as used with respect to a Person shall mean the actual
knowledge of the chairman, president, chief financial officer, chief
accounting officer, chief credit officer, general counsel, any assistant or
deputy general counsel, or any senior or executive vice president of such
Person.
"LBCL" shall mean the Louisiana Business Corporation Law.
"Law" shall mean any code, law, ordinance, regulation, reporting or
licensing requirement, rule, or statute applicable to a Person or its
Assets, Liabilities, or business, including those promulgated, interpreted,
or enforced by any of the Regulatory Authorities.
"Liability" shall mean any direct or indirect, primary or secondary
liability, indebtedness, obligation, penalty, cost, or expense (including
costs of investigation, collection, and defense), claim, deficiency,
guaranty, or endorsement of or by any Person (other than endorsements of
notes, bills, checks, and drafts presented for collection or deposit in the
ordinary course of business) of any type, whether accrued, absolute, or
contingent, liquidated or unliquidated, matured or unmatured, or otherwise.
"Lien" shall mean any conditional sale agreement, default of title,
easement, encroachment, encumbrance, hypothecation, infringement, lien,
mortgage, pledge, reservation, restriction, security interest, title
retention, or other security arrangement, or any adverse right or interest,
charge, or claim of any nature whatsoever of, on, or with respect to any
property or property interest, other than (i) Liens for current property or
other Taxes not yet due and payable, (ii) such imperfections of title and
encumbrances, if any, as do not materially detract from the value or
materially interfere with the present
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use of any of such Party's Assets, (iii) for depository institution
Subsidiaries of a Party, pledges to secure deposits, and other Liens
incurred in the ordinary course of the banking business, and (iv) Liens
that arise by operation of Law with respect to Liabilities that are not
delinquent or are being contested in good faith.
"Litigation" shall mean any action, arbitration, cause of action,
claim, complaint, criminal prosecution, demand letter, governmental or
other examination or investigation, hearing, inquiry, administrative, or
other proceeding, or notice (written or oral) by any Person alleging
potential Liability or requesting information about a potential claim
relating to or affecting a Party, its business, its Assets (including
Contracts related to it), or the transactions contemplated by this
Agreement, but shall not include regular, periodic examinations of
depository institutions and their Affiliates by Regulatory Authorities.
"Loan Property" shall mean any property owned by the Party in question
or by any of its Subsidiaries or in which such Party or Subsidiary holds a
security interest, and, where required by the context, includes the owner
or operator of such property, but only with respect to such property.
"material" for purposes of this Agreement shall be determined in light
of the facts and circumstances of the matter in question; provided that any
specific monetary amount stated in this Agreement shall determine
materiality in that instance.
"Material Adverse Effect" on a Party shall mean an event, change, or
occurrence which, together with any other event, change, or occurrence, has
a material adverse impact on (i) the financial position, business, or
results of operations of such Party and its Subsidiaries, taken as a whole,
or (ii) the ability of such Party to perform its obligations under this
Agreement or to consummate the Merger or the other transactions
contemplated by this Agreement, provided that "material adverse impact"
shall not be deemed to include the impact of (a) changes in banking and
similar Laws of general applicability or interpretations thereof by courts
or governmental authorities, (b) changes in GAAP or regulatory accounting
principles generally applicable to banks and savings associations and their
holding companies, (c) actions and omissions of a Party (or any of its
Subsidiaries) taken with the prior informed consent of the other Party in
contemplation of the transactions contemplated hereby, and (d) the Merger
and compliance with the provisions of this Agreement on the operating
performance of the Parties.
"Merger" shall mean the merger of New Iberia into and with Regions
referred to in Section 1.1 of this Agreement.
"NASD" shall mean the National Association of Securities Dealers, Inc.
"Nasdaq NMS" shall mean the National Market Service of Nasdaq or other
principal exchange on which Regions Common Stock is listed or quoted at the
relevant time.
"New Iberia Benefit Plans" shall have the meaning set forth in Section
5.12 of this Agreement.
"New Iberia Common Stock" shall mean the no par value common stock of
New Iberia.
"New Iberia Companies" shall mean, collectively, New Iberia and all
New Iberia Subsidiaries.
"New Iberia Contracts" shall have the meaning set forth in Section
5.13.
"New Iberia Disclosure Memorandum" shall mean the written information
entitled "New Iberia Bancorp, Inc. Disclosure Memorandum" delivered within
15 days of the date of this Agreement to Regions describing in reasonable
detail the matters contained therein.
"New Iberia ERISA Plan" shall have the meaning set forth in Section
5.12(a) of this Agreement.
"New Iberia Financial Statements" shall mean (i) the consolidated
balance sheets (including related notes and schedules, if any) of New
Iberia as of September 30, 1996, and as of December 31, 1995 and 1994, and
the related consolidated statements of income, changes in stockholders'
equity, and cash flows (including related notes and schedules, if any) for
the nine months ended September 30, 1996, and for each of the three years
ended December 31, 1995, 1994, and 1993, as filed by New Iberia in SEC
Documents, and (ii) the consolidated balance sheets of New Iberia
(including related notes and
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schedules, if any) and related statements of income, changes in
stockholders' equity, and cash flows (including related notes and
schedules, if any) with respect to periods ended subsequent to September
30, 1996.
"New Iberia Pension Plan" shall have the meaning set forth in Section
5.12(a) of this Agreement.
"New Iberia Stock Plans" shall mean the existing stock option and
other stock-based compensation plans of New Iberia disclosed in Section
5.12 of the New Iberia Disclosure Memorandum.
"New Iberia Subsidiaries" shall mean the Subsidiaries of New Iberia,
which shall include the New Iberia Subsidiaries described in Section 5.4 of
this Agreement and any corporation, bank, savings association, or other
organization acquired as a Subsidiary of New Iberia in the future and owned
by New Iberia at the Effective Time.
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
"NYSE" shall mean the New York Stock Exchange, Inc.
"Order" shall mean any administrative decision or award, decree,
injunction, judgment, order, quasi-judicial decision or award, ruling, or
writ of any federal, state, local, or foreign or other court, arbitrator,
mediator, tribunal, administrative agency, or Regulatory Authority.
"Participation Facility" shall mean any facility or property in which
the Party in question or any of its Subsidiaries participates in the
management and, where required by the context, said term means the owner or
operator of such facility or property, but only with respect to such
facility or property.
"Party" shall mean either New Iberia or Regions, and "Parties" shall
mean both New Iberia and Regions.
"Permit" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a party
or that is or may be binding upon any Person or its securities, Assets, or
business.
"Person" shall mean a natural person or any legal, commercial, or
governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability company,
trust, business association, group acting in concert, or any person acting
in a representative capacity.
"Proxy Statement" shall mean the proxy statement used by New Iberia to
solicit the approval of its stockholders of the transactions contemplated
by this Agreement, which shall include the prospectus of Regions relating
to the issuance of the Regions Common Stock to holders of New Iberia Common
Stock.
"Regions Common Stock" shall mean the $0.625 par value common stock of
Regions.
"Regions Companies" shall mean, collectively, Regions and all Regions
Subsidiaries.
"Regions Financial Statements" shall mean (i) the consolidated
statements of condition (including related notes and schedules, if any) of
Regions as of September 30, 1996, and the restated consolidated statements
of condition (including related notes and schedules, if any) of Regions as
of December 31, 1995 and 1994, the related statements of income, changes in
stockholders' equity, and cash flows (including related notes and
schedules, if any) for the nine months ended September 30, 1996 and the
related restated statements of income, changes in stockholders' equity, and
cash flows (including related notes and schedules, if any) for each of the
three years ended December 31, 1995, 1994, and 1993, as filed by Regions in
SEC Documents and reflecting the acquisition of First National Bancorp
accounted for as a pooling of interests and (ii) the consolidated
statements of condition of Regions (including related notes and schedules,
if any) and related statements of income, changes in stockholders' equity,
and cash flows (including related notes and schedules, if any) included in
SEC Documents filed with respect to periods ended subsequent to September
30, 1996.
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"Regions Subsidiaries" shall mean the Subsidiaries of Regions, which
shall include any corporation, bank, savings association, or other
organization acquired as a Subsidiary of Regions in the future and owned by
Regions at the Effective Time.
"Registration Statement" shall mean the Registration Statement on Form
S-4, or other appropriate form, including any pre-effective or
post-effective amendments or supplements thereto, filed with the SEC by
Regions under the 1933 Act with respect to the shares of Regions Common
Stock to be issued to the stockholders of New Iberia in connection with the
transactions contemplated by this Agreement and which shall include the
Proxy Statement.
"Regulatory Authorities" shall mean, collectively, the Federal Trade
Commission, the United States Department of Justice, the Board of the
Governors of the Federal Reserve System, the Office of Thrift Supervision
(including its predecessor, the Federal Home Loan Bank Board), the Office
of the Comptroller of the Currency, Federal Deposit Insurance Corporation,
all state regulatory agencies having jurisdiction over the Parties and
their respective Subsidiaries, the NYSE, the NASD, the AMEX, and the SEC.
"Representatives" means with respect to any Party its directors,
officers, employees, agents, advisors, attorneys, accountants, and other
representatives.
"Rights" shall mean all arrangements, calls, commitments, Contracts,
options, rights to subscribe to, scrip, understandings, warrants, or other
binding obligations of any character whatsoever relating to, or securities
or rights convertible into or exchangeable for, shares of the capital stock
of a Person or by which a Person is or may be bound to issue additional
shares of its capital stock or other Rights.
"SEC" shall mean the United States Securities and Exchange Commission.
"SEC Documents" shall mean all forms, proxy statements, registration
statements, reports, schedules, and other documents filed, or required to
be filed, by a Party or any of its Subsidiaries with any Regulatory
Authority pursuant to the Securities Laws.
"Securities Laws" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act of
1940, as amended, the Trust Indenture Act of 1939, as amended, and the
rules and regulations of any Regulatory Authority promulgated thereunder.
"Stockholders' Meeting" shall mean the meeting of the stockholders of
New Iberia to be held pursuant to Section 8.1 of this Agreement, including
any adjournment or adjournments or postponements thereof.
"Subsidiaries" shall mean all those corporations, banks, associations,
or other entities of which the entity in question owns or controls 50% or
more of the outstanding equity securities either directly or through an
unbroken chain of entities as to each of which 50% or more of the
outstanding equity securities is owned directly or indirectly by its
parent; provided, there shall not be included any such entity acquired
through foreclosure or any such entity the equity securities of which are
owned or controlled in a fiduciary capacity.
"Support Agreement" shall mean the various support agreements, each in
substantially the form of Exhibit 1.
"Surviving Corporation" shall mean Regions as the Surviving
Corporation resulting from the Merger.
"Tax" or "Taxes" shall mean all federal, state, local, and foreign
taxes, charges, fees, levies, imposts, duties, or other assessments,
including income, gross receipts, excise, employment, sales, use, transfer,
license, payroll, franchise, severance, stamp, occupation, windfall
profits, environmental, federal highway use, commercial rent, customs
duties, capital stock, paid-up capital, profits, withholding, Social
Security, single business and unemployment, disability, real property,
personal property, registration, ad valorem, value added, alternative or
add-on minimum, estimated, or other tax or governmental fee of any kind
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whatsoever, imposed or required to be withheld by the United States or any
state, local, foreign government or subdivision or agency thereof,
including any interest, penalties or additions thereto.
Any singular term in this Agreement shall be deemed to include the plural,
and any plural term the singular. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."
11.2 Expenses.
(a) Except as otherwise provided in this Section 11.2, each of the Parties
shall bear and pay all direct costs and expenses incurred by it or on its behalf
in connection with the transactions contemplated hereunder, including filing,
registration, and application fees, printing fees, and fees and expenses of its
own financial or other consultants, investment bankers, accountants, and
counsel, except that Regions shall bear and pay the filing fees payable in
connection with the Registration Statement and the Proxy Statement and printing
costs incurred in connection with the printing of the Registration Statement and
the Proxy Statement.
(b) Notwithstanding the foregoing, if, after the date of this Agreement and
within 12 months following
(i) any termination of this Agreement
(1) by Regions pursuant to Section 10.1(c) (but only in the case of
a willful breach by New Iberia of a covenant or agreement) or 10.1(f)
(but only on the basis of the failure of New Iberia to satisfy the
condition enumerated in Section 9.1(a) (but only in the event the
Stockholders' Meeting shall have been cancelled prior to the termination
of this Agreement or New Iberia's Board of Directors shall have
withdrawn or modified in a manner adverse to Regions the recommendation
of New Iberia's Board of Directors with respect to the Merger or this
Agreement, in each case after it shall have been publicly disclosed that
any Person made, or disclosed an intention to make, an Acquisition
Proposal) or 9.2(b) (but only in the case of a willful breach by New
Iberia of a covenant or agreement) of this Agreement); or
(2) by either Party pursuant to Section 10.1(d)(ii) (but only in
the event New Iberia's Board of Directors shall have withdrawn or
modified in a manner adverse to Regions the recommendation of New
Iberia's Board of Directors with respect to the Merger or this Agreement
after it shall have been publicly disclosed that any Person made, or
disclosed an intention to make, an Acquisition Proposal) of this
Agreement, or
(3) by mutual consent of the Parties pursuant to Section 10.1(a)
(but only if Regions shall at that time have been entitled to terminate
this Agreement pursuant to Section 10.1(c) (but only in the case of a
willful breach by New Iberia of a covenant or agreement) or if either
Party shall at that time have been entitled to terminate this Agreement
pursuant to Section 10.1(d)(ii) (but only in the event New Iberia's
Board of Directors shall have withdrawn or modified in a manner adverse
to Regions the recommendation of New Iberia's Board of Directors with
respect to the Merger or this Agreement after it shall have been
publicly disclosed that any Person made, or disclosed an intention to
make, an Acquisition Proposal) of this Agreement, or
(ii) failure to consummate the Merger by reason of any failure of New
Iberia to satisfy the conditions enumerated in Section 9.1(a) (but only in
the event the Stockholders' Meeting shall have been cancelled prior to the
termination of this Agreement or New Iberia's Board of Directors shall have
withdrawn or modified in a manner adverse to Regions the recommendation of
New Iberia's Board of Directors with respect to the Merger or this
Agreement, in each case after it shall have been publicly disclosed that
any Person made, or disclosed an intention to make, an Acquisition
Proposal), 9.2(b) (but only in the case of a willful breach by New Iberia
of a covenant or agreement), or 9.3(d) (but only after it shall have been
publicly disclosed that any Person made, or disclosed an intention to make,
an Acquisition Proposal) of this Agreement,
any third-party shall acquire, merge with, combine with, purchase 25% or more of
the Assets of, or engage in any other business combination with, or purchase any
equity securities involving an acquisition of 25% or more of the voting stock
of, any New Iberia Company, or enter into any binding agreement, letter of
intent,
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memorandum of understanding, or similar instrument to do any of the foregoing
(collectively, a "Business Combination"), such third-party that is a party to
the Business Combination shall pay to Regions, prior to the earlier of
consummation of the Business Combination or execution of any binding agreement,
letter of intent, memorandum of understanding, or similar instrument with New
Iberia relating to such Business Combination, an amount in cash equal to
$2,000,000, for the direct costs and expenses (including, without limitation,
fees and expenses of Regions' financial or other consultants, printing costs,
investment bankers, accountants, and counsel) incurred by Regions in negotiating
and carrying out the transactions contemplated by this Agreement and for the
indirect costs and expenses incurred by Regions in connection with the
transactions contemplated by this Agreement, including Regions' management time
devoted to negotiation and preparation for such transaction. In the event such
third-party shall refuse to pay such amounts, the amounts shall be an obligation
of New Iberia and shall be paid by New Iberia promptly upon notice to New Iberia
by Regions.
(c) Nothing contained in this Section 11.2 shall constitute or shall be
deemed to constitute liquidated damages for the willful breach by a Party of the
terms of this Agreement.
11.3 Brokers and Finders. Except as disclosed by New Iberia in the New
Iberia Disclosure Memorandum, each of the Parties represents and warrants that
neither it nor any of its officers, directors, employees, or Affiliates has
employed any broker or finder or incurred any Liability for any financial
advisory fees, investment bankers' fees, brokerage fees, commissions, or
finders' fees in connection with this Agreement or the transactions contemplated
hereby. In the event of a claim by any broker or finder based upon his or its
representing or being retained by or allegedly representing or being retained by
New Iberia or Regions, each of New Iberia and Regions, as the case may be,
agrees to indemnify and hold the other Party harmless of and from any Liability
in respect of any such claim.
11.4 Entire Agreement. Except as otherwise expressly provided herein, this
Agreement (including the documents and instruments referred to herein)
constitutes the entire agreement between the Parties with respect to the
transactions contemplated hereunder and supersedes all prior arrangements or
understandings with respect thereto, written or oral, other than the
confidentiality agreement between the Parties, which shall remain in effect.
Except as contemplated by Articles 3 and 4 of this Agreement and Sections 8.12
and 8.14 of this Agreement, nothing in this Agreement expressed or implied, is
intended to confer upon any Person, other than the Parties or their respective
successors, any rights, remedies, obligations, or liabilities under or by reason
of this Agreement.
11.5 Amendments. To the extent permitted by Law, this Agreement may be
amended by a subsequent writing signed by each of the Parties upon the approval
of the Boards of Directors of each of the Parties; provided, that after any
approval by the holders of New Iberia Common Stock, there shall be made no
amendment that pursuant to the LBCL requires further approval by such
stockholders without the further approval of such stockholders.
11.6 Waivers.
(a) Prior to or at the Effective Time, Regions, acting through its Board of
Directors, chief executive officer, vice chairman, or other authorized officer,
shall have the right to waive any Default in the performance of any term of this
Agreement by New Iberia, to waive or extend the time for the compliance or
fulfillment by New Iberia of any and all of its obligations under this
Agreement, and to waive any or all of the conditions precedent to the
obligations of Regions under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of Regions
except that any unfulfilled conditions shall be deemed to have been waived at
the Effective Time.
(b) Prior to or at the Effective Time, New Iberia, acting through its Board
of Directors, chief executive officer, or other authorized officer, shall have
the right to waive any Default in the performance of any term of this Agreement
by Regions, to waive or extend the time for the compliance or fulfillment by
Regions of any and all of its obligations under this Agreement, and to waive any
or all of the conditions precedent to the obligations of New Iberia under this
Agreement, except any condition which, if not satisfied, would result in the
violation of any Law. No such waiver shall be effective unless in writing signed
by a duly authorized officer
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of New Iberia except that any unfulfilled conditions shall be deemed to have
been waived at the Effective Time.
(c) The failure of any Party at any time or times to require performance of
any provision hereof shall in no manner affect the right of such Party at a
later time to enforce the same or any other provision of this Agreement. No
waiver of any condition or of the breach of any term contained in this Agreement
in one or more instances shall be deemed to be or construed as a further or
continuing waiver of such condition or breach or a waiver of any other condition
or of the breach of any other term of this Agreement.
11.7 Assignment. Except as expressly contemplated hereby, neither this
Agreement nor any of the rights, interests, or obligations hereunder shall be
assigned by any Party hereto (whether by operation of Law or otherwise) without
the prior written consent of the other Party. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by the Parties and their respective successors and assigns.
11.8 Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:
<TABLE>
<S> <C>
New Iberia: The New Iberia Bancorp, Inc.
800 South Lewis
New Iberia, Louisiana 70560
Telecopy Number: (318) 373-1215
Attention: Ernest Freyou
President and Chief Executive Officer
Copy to Counsel: Gordon, Arata, McCollam & Duplantis, L.L.P.
201 St. Charles Avenue, 40th Floor
New Orleans, Louisiana 70170-1000
Telecopy Number: (504) 582-1121
Attention: Cathy E. Chessin
Regions: Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Telecopy Number: (205) 326-7571
Attention: Richard D. Horsley
Vice Chairman and Executive Financial Officer
Copy to Counsel: Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Telecopy Number: (205) 326-7099
Attention: Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
</TABLE>
11.9 Governing Law. Except to the extent the laws of the State of
Louisiana apply to the Merger, this Agreement shall be governed by and construed
in accordance with the Laws of the State of Delaware, without regard to any
applicable conflicts of Laws.
11.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11.11 Captions. The captions contained in this Agreement are for reference
purposes only and are not part of this Agreement.
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11.12 Interpretations. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against any Party, whether under
any rule of construction or otherwise. No Party to this Agreement shall be
considered the draftsman. The Parties acknowledge and agree that this Agreement
has been reviewed, negotiated, and accepted by all Parties and their attorneys
and shall be construed and interpreted according to the ordinary meaning of the
words used so as fairly to accomplish the purposes and intentions of the
Parties.
11.13 Enforcement of Agreement. The Parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise breached.
It is accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity.
11.14 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.
<TABLE>
<S> <C>
ATTEST: THE NEW IBERIA BANCORP, INC.
By: /s/ ROBERT F. EPPLEY By: /s/ ERNEST FREYOU
------------------------------------------------- -------------------------------------------------
Robert F. Eppley Ernest Freyou
Secretary President and Chief Executive Officer
[CORPORATE SEAL]
REGIONS FINANCIAL CORPORATION
By: /s/ SAMUEL E. UPCHURCH, JR. By: /s/ RICHARD D. HORSLEY
------------------------------------------------- -------------------------------------------------
Samuel E. Upchurch, Jr. Richard D. Horsley
General Counsel and Corporate Secretary Vice Chairman and Executive Financial Officer
[CORPORATE SEAL]
</TABLE>
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LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
1. Form of Directors' Agreement. (sec. 5.18).
2. Form of agreement of affiliates of New Iberia.
(sec.sec. 8.12, 9.2(e)).
3. Matters as to which Gordon, Arata, McCollam & Duplantis,
L.L.P. will opine. (sec. 9.2(d)).
4. Form of Claims Letter. (sec. 9.2(f)).
5. Matters as to which Lange, Simpson, Robinson & Somerville
will opine. (sec. 9.3(d)).
</TABLE>
[Exhibits Omitted]
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APPENDIX B
April 22, 1997
Board of Directors
New Iberia Bancorp, Inc.
800 South Lewis Street
New Iberia, Louisiana 70560-4839
Members of the Board:
You have requested our opinion, as an independent financial analyst to the
common shareholders of New Iberia Bancorp, Inc., New Iberia, Louisiana ("New
Iberia"), as to the fairness, from a financial point of view, of the terms of
the proposed merger of New Iberia with and into Regions Financial Corporation, a
regional bank holding company organized and existing under the laws of the state
of Delaware ("Regions"). Pursuant to the terms of the Agreement and the proposed
Merger, at the effective time of the Merger, except as otherwise described
herein, (i) New Iberia will merge with and into Regions, (ii) each outstanding
share of the no par value common stock of New Iberia ("New Iberia Common Stock")
will be converted into .36 of a share of Regions Common Stock, subject to
possible adjustment (the "Exchange Ratio"), and (iii) each holder of New Iberia
Common Stock will receive cash in lieu of any remaining fractional share
interest.
As a result of the Merger, the separate existence of New Iberia will cease,
and The New Iberia Bank, a wholly owned subsidiary of New Iberia (the "Bank"),
will become a wholly owned subsidiary of Regions until combined with Regions
Bank of Louisiana, the banking subsidiary of Regions operating in Louisiana.
The Exchange Ratio is subject to an upward adjustment under certain
circumstances if the average of the closing prices of Regions Common Stock over
a specified period is less than $52.912. In that event the Agreement would be
terminated without any action on the part of the Board of Directors of New
Iberia, subject to Regions' ability to avoid termination by determining to
adjust the Exchange Ratio upward. In making the determination whether to proceed
with the transaction with a higher Exchange Ratio, the principal factors Regions
will consider include the projected effect of the Merger on Regions' pro forma
earnings per share and whether Regions' assessment of the Bank's earning
potential as part of Regions justifies the issuance of a higher number of
Regions' shares. If Regions declines to adjust the Exchange Ratio, the Agreement
would be terminated and the Merger would not occur.
As part of its banking analysis business, The US Banking Alliance, Inc.
("USBA") is regularly engaged in the valuation of bank, bank holding company,
and thrifts securities in connection with mergers and acquisitions nationwide.
Prior to being retained for this assignment, USBA has provided professional
services and products to New Iberia. The revenues derived from such services and
products are insignificant when compared to the firm's total gross revenues.
We have acted as financial advisor to New Iberia in connection with the
Merger, as described in the proxy statement or prospectus, and are rendering
opinions to the Board of Directors of New Iberia.
In connection with rendering its fairness opinion, USBA, among other
things: (i) reviewed the Agreement and New Iberia's draft Proxy Statement for
the Merger, provided to USBA on April 4, 1997, in substantially the form to be
sent by New Iberia to its shareholders; (ii) reviewed and analyzed certain
publicly-available financial statements and other information of New Iberia and
Regions, respectively; (iii) reviewed and analyzed certain internal financial
statements and other financial and operating data concerning New Iberia,
prepared by the management of New Iberia; (iv) discussed the past and current
operations and financial condition, and the prospects of New Iberia with the
President of New Iberia; (v) reviewed the historical prices and trading volumes
of the shares of New Iberia Common Stock; (vi) compared the financial
performance of New Iberia and Regions with each other and that of certain other
comparable publicly-traded companies; (vii) reviewed the financial terms of
business combinations in the commercial banking industry specifically and other
industries generally, which USBA deemed generally
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<PAGE> 91
comparable to the proposed transaction; (viii) considered a number of valuation
methodologies; and (ix) performed such other studies and analyses as USBA deemed
appropriate to the opinion.
We have also had discussions with the management of New Iberia regarding
its respective financial results and have analyzed the most current financial
data available on New Iberia and Regions. We also considered such other
information, financial studies, analyses and investigation, and economic and
market criteria which we deemed relevant. We have met with the management of New
Iberia to discuss the foregoing information with them.
We have considered certain financial data of New Iberia, and have compared
that data with similar data for other banks and bank holdings companies which
have recently merged or been acquired; furthermore, we have considered the
financial terms of these business combinations involving said banks and bank
holding companies.
We have not independently verified any of the information reviewed by us
and have relied on its being complete and accurate in all material respects. In
addition, we have not made an independent evaluation of the assets of New Iberia
or Regions.
In reaching our opinion we took into consideration the financial benefits
of the proposed transaction to all New Iberia common shareholders. Based on all
factors that we deem relevant and assuming the accuracy and completeness of the
information and data provided to us by New Iberia and Regions, it is our opinion
as of April 22, 1997 that the proposed transaction is fair and equitable to all
New Iberia common shareholders from a financial point of view.
We hereby consent to the reference to our firm in the proxy statement or
prospectus related to the merger transaction and to the inclusion of our opinion
as an exhibit to the proxy statement or prospectus related to the merger
transaction.
Respectfully submitted,
US BANKING ALLIANCE, INC.
ATLANTA, GEORGIA
By: /s/ STEVEN C. COTTON
------------------------------------
Steven C. Cotton
Executive Vice President
3
<PAGE> 92
APPENDIX C
LOUISIANA STATUTES ANNOTATED-REVISED STATUTES 12:131
SEC. 131. RIGHTS OF A SHAREHOLDER DISSENTING FROM CERTAIN CORPORATE ACTIONS
A. Except as provided in subsection B of this section, if a corporation
has, by vote of its shareholders, authorized a sale, lease or exchange of all of
its assets, or has, by vote of its shareholders, become a party to a merger or
consolidation, then, unless such authorization or action shall have been given
or approved by at least eighty per cent of the total voting power, a shareholder
who voted against such corporate action shall have the right to dissent. If a
corporation has become a party to a merger pursuant to R.S. 12:112(H), the
shareholders of any subsidiaries party to the merger shall have the right to
dissent without regard to the proportion of the voting power which approved the
merger and despite the fact that the merger was not approved by vote of the
shareholders of any of the corporations involved.
B. The right to dissent provided by this Section shall not exist in the
case of:
(1) A sale pursuant to an order of a court having jurisdiction in the
premises.
(2) A sale for cash on terms requiring distribution of all or
substantially all of the net proceeds to the shareholders in accordance
with their respective interests within one year after the date of the sale.
(3) Shareholders holding shares of any class of stock which, at the
record date fixed to determine shareholders entitled to receive notice of
and to vote at the meeting of shareholders at which a merger or
consolidation was acted on, were listed on a national securities exchange,
unless the articles of the corporation issuing such stock provide otherwise
or the shares of such shareholders were not converted by the merger or
consolidation solely into shares of the surviving or new corporation.
C. Except as provided in the last sentence of this subsection, any
shareholder electing to exercise such right of dissent shall file with the
corporation, prior to or at the meeting of shareholders at which such proposed
corporate action is submitted to a vote, a written objection to such proposed
corporate action, and shall vote his shares against such action. If such
proposed corporate action be taken by the required vote, but by less than eighty
per cent of the total voting power, and the merger, consolidation or sale, lease
or exchange of assets authorized thereby be effected, the corporation shall
promptly thereafter give written notice thereof, by registered mail, to each
shareholder who filed such written objection to, and voted his shares against,
such action, at such shareholder's last address on the corporation's records.
Each such shareholder may, within twenty days after the mailing of such notice
to him, but not thereafter, file with the corporation a demand in writing for
the fair cash value of his shares as of the day before such vote was taken;
provided that he state in such demand the value demanded, and a post office
address to which the reply of the corporation may be sent, and at the same time
deposit in escrow in a chartered bank or trust company located in the parish of
the registered office of the corporation, the certificates representing his
shares, duly endorsed and transferred to the corporation upon the sole condition
that said certificates shall be delivered to the corporation upon payment of the
value of the shares determined in accordance with the provisions of this
section. With his demand the shareholder shall deliver to the corporation, the
written acknowledgment of such bank or trust company that it so holds his
certificates of stock. Unless the objection, demand and acknowledgment aforesaid
be made and delivered by the shareholder within the period above limited, he
shall conclusively be presumed to have acquiesced in the corporate action
proposed or taken. In the case of a merger pursuant to R.S. 12:112(H), the
dissenting shareholder need not file an objection with the corporation nor vote
against the merger, but need only file with the corporation, within twenty days
after a copy of the merger certificate was mailed to him, a demand in writing
for the cash value of his shares as of the day before the certificate was filed
with the secretary of state, state in such demand the value demanded and a post
office address to which the corporation's reply may be sent, deposit the
certificates representing his shares in escrow as hereinabove provided, and
deliver to the corporation with his demand the acknowledgment of the escrow bank
or trust company as hereinabove prescribed.
D. If the corporation does not agree to the value so stated and demanded,
or does not agree that a payment is due, it shall, within twenty days after
receipt of such demand and acknowledgment, notify in writing the shareholder, at
the designated post office address, of its disagreement, and shall state in such
notice
C-1
<PAGE> 93
the value it will agree to pay if any payment should be held to be due;
otherwise it shall be liable for, and shall pay to the dissatisfied shareholder,
the value demanded by him for his shares.
E. In case of disagreement as to such fair cash value, or as to whether any
payment is due, after compliance by the parties with the provisions of
subsections C and D of this section, the dissatisfied shareholder, within sixty
days after receipt of notice in writing of the corporation's disagreement, but
not thereafter, may file suit against the corporation, or the merged or
consolidated corporation, as the case may be, in the district court of the
parish in which the corporation or the merged or consolidated corporation, as
the case may be, has its registered office, praying the court to fix and decree
the fair cash value of the dissatisfied shareholder's shares as of the day
before such corporate action complained of was taken, and the court shall, on
such evidence as may be adduced in relation thereto, determine summarily whether
any payment is due, and, if so, such cash value, and render judgment
accordingly. Any shareholder entitled to file such suit may, within such
sixty-day period but not thereafter, intervene as a plaintiff in such suit filed
by another shareholder, and recover therein judgment against the corporation for
the fair cash value of his shares. No order or decree shall be made by the court
staying the proposed corporate action, and any such corporate action may be
carried to completion notwithstanding any such suit. Failure of the shareholder
to bring suit, or to intervene in such a suit, within sixty days after receipt
of notice of disagreement by the corporation shall conclusively bind the
shareholder (1) by the corporation's statement that no payment is due, or (2) if
the corporation does not contend that no payment is due, to accept the value of
his shares as fixed by the corporation in its notice of disagreement.
F. When the fair value of the shares has been agreed upon between the
shareholder and the corporation, or when the corporation has become liable for
the value demanded by the shareholder because of failure to give notice of
disagreement and of the value it will pay, or when the shareholder has become
bound to accept the value the corporation agrees is due because of his failure
to bring suit within sixty days after receipt of notice of the corporation's
disagreement, the action of the shareholder to recover such value must be
brought within five years from the date the value was agreed upon, or the
liability of the corporation became fixed.
G. If the corporation or the merged or consolidated corporation, as the
case may be, shall, in its notice of disagreement, have offered to pay to the
dissatisfied shareholder on demand an amount in cash deemed by it to be the fair
cash value of his shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the amount so offered,
the corporation, or the merged or consolidated corporation, as the case may be,
shall deposit in the registry of the court, there to remain until the final
determination of the cause, the amount so offered, then, if the amount finally
awarded such shareholder, exclusive of interest and costs, be more than the
amount offered and deposited as aforesaid, the costs of the proceeding shall be
taxed against the corporation, or the merged or consolidated corporation, as the
case may be; otherwise the costs of the proceeding shall be taxed against such
shareholder.
H. Upon filing a demand for the value of his shares, the shareholder shall
cease to have any of the rights of a shareholder except the rights accorded by
this section. Such a demand may be withdrawn by the shareholder at any time
before the corporation gives notice of disagreement, as provided in subsection D
of this section. After such notice of disagreement is given, withdrawal of a
notice of election shall require the written consent of the corporation. If a
notice of election is withdrawn, or the proposed corporate action is abandoned
or rescinded, or a court shall determine that the shareholder is not entitled to
receive payment for his shares, or the shareholder shall otherwise lose his
dissenter's rights, he shall not have the right to receive payment for his
shares, his share certificates shall be returned to him (and, on his request,
new certificates shall be issued to him in exchange for the old ones endorsed to
the corporation), and he shall be reinstated to all his rights as a shareholder
as of the filing of his demand for value, including any intervening preemptive
rights, and the right to payment of any intervening dividend or other
distribution, or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the interim.
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<PAGE> 94
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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."
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
II-1
<PAGE> 95
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.
"(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
II-2
<PAGE> 96
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 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 21. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------------------------------------
<S> <C> <C>
2.1 -- Agreement and Plan of Merger, dated as of February 13, 1997, by and between The New Iberia Bancorp, Inc. and
Regions Financial Corporation -- included as Appendix A to the Proxy Statement/Prospectus.
4.1 -- Certificate of Incorporation of Regions Financial Corporation -- incorporated by reference from S-4
Registration Statement of Regions Financial Corporation, file no. 33-54231.
4.2 -- By-laws of Regions Financial Corporation -- incorporated by reference from S-4 Registration Statement of
Regions Financial Corporation, file no. 33-54231.
5. -- Opinion re: legality.
8. -- Opinion re: tax matters.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Lange, Simpson, Robinson & Somerville -- included in Exhibit 5.
23.4 -- Consent of Alston & Bird -- included in Exhibit 8.
23.5 -- Consent of U.S. Banking Alliance -- included in Appendix B.
24. -- Power of Attorney -- the manually signed power of attorney is set forth in the signature page of the
registration statement.
</TABLE>
ITEM 22. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes that, for purposes of
determining any 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.
II-3
<PAGE> 97
B. 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 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.
C.(1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.
D. The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
E. The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 98
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama on this the 22nd day of April, 1997.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
/s/ Richard D. Horsley
BY: --------------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
* J. Stanley Mackin
- -------------------------- Chairman of the Board and April 22, 1997
J. Stanley Mackin Chief Executive Officer and
Director
/s/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and April 22, 1997
Richard D. Horsley Executive Financial Officer
and Director
* Robert P. Houston
- -------------------------- Executive Vice President and April 22, 1997
Robert P. Houston Comptroller
- -------------------------- Director
Sheila S. Blair
* William B. Boles, Sr.
- -------------------------- Director April 22, 1997
William B. Boles, Sr.
* James B. Boone, Jr.
- -------------------------- Director April 22, 1997
James B. Boone, Jr.
* Albert P. Brewer
- -------------------------- Director April 22, 1997
Albert P. Brewer
</TABLE>
II-5
<PAGE> 99
<TABLE>
<S> <C> <C>
* James S.M. French
- -------------------------- Director April 22, 1997
James S.M. French
* Catesby ap C. Jones
- -------------------------- Director April 22, 1997
Catesby ap C. Jones
* Carl E. Jones, Jr.
- -------------------------- President and Chief Operating April 22, 1997
Carl E. Jones, Jr. Officer and Director
* Olin B. King
- -------------------------- Director April 22, 1997
Olin B. King
* Henry E. Simpson
- -------------------------- Director April 22, 1997
Henry E. Simpson
* Lee J. Styslinger, Jr.
- -------------------------- Director April 22, 1997
Lee J. Styslinger, Jr.
* Robert J. Williams
- -------------------------- Director April 22, 1997
Robert J. Williams
* By /s/ Richard D. Horsley as attorney-in-fact April 22, 1997
pursuant to power of attorney.
</TABLE>
II-6
<PAGE> 100
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------------------------ ------------
<S> <C> <C>
2.1 -- Agreement and Plan of Merger, dated as of February 13, 1997, by and between The New Iberia Bancorp, Inc. and
Regions Financial Corporation -- included as Appendix A to the Proxy Statement/Prospectus.
4.1 -- Certificate of Incorporation of Regions Financial Corporation -- incorporated by reference from S-4
Registration Statement of Regions Financial Corporation, file no. 33-54231.
4.2 -- By-laws of Regions Financial Corporation -- incorporated by reference from S-4 Registration Statement of
Regions Financial Corporation, file no. 33-54231.
5. -- Opinion re: legality.
8. -- Opinion re: tax matters.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Lange, Simpson, Robinson & Somerville -- included in Exhibit 5.
23.4 -- Consent of Alston & Bird -- included in Exhibit 8.
23.5 -- Consent of U.S. Banking Alliance -- included in Appendix B.
24. -- Power of Attorney -- the manually signed power of attorney is set forth in the signature page of the
registration statement.
</TABLE>
<PAGE> 1
EXHIBIT 5
[Letterhead of Lange, Simpson, Robinson & Somerville]
April 9, 1997
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Re: Regions Financial Corporation
S-4 Registration Statement
Combination with The New Iberia Bancorp, Inc.
Ladies and Gentlemen:
We have acted as counsel for Regions Financial Corporation, a Delaware
corporation ("Regions") in connection with the merger of The New Iberia
Bancorp, Inc. ("NIB") with and into Regions (the "Merger") and in connection
with the registration of shares of common stock of Regions, par value $.625 per
share ("Regions Common Stock"), on Form S-4 under the Securities Act of 1933.
The Merger provides for issuance of shares of common stock of Regions, par
value $.625 per share, to the stockholders of NIB upon consummation of the
Merger. The maximum number of shares of Regions to be issued in the Merger is
estimated to be 1,260,000.
We have examined and are familiar with the registration statement on
Form S-4 filed with the Securities and Exchange Commission, as such
registration statement has been amended to date. We have examined and are
familiar with the records relating to the organization of Regions and the
documents and records as we have deemed relevant for purposes of rendering this
opinion.
Based on the foregoing it is our opinion that upon satisfaction of the
conditions precedent to consummation of the Merger, or waiver of such
conditions capable of being waived, and upon consummation of the Merger, the
shares of Regions Common Stock issued pursuant to the Merger will be duly
authorized, validly issued and outstanding, fully paid and non-assessable, with
no personal liability attaching to the ownership thereof.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to Lange, Simpson, Robinson &
Somerville under the caption "Opinions" in the proxy statement/prospectus
forming a part of the registration statement.
Very truly yours,
/s/ Lange, Simpson, Robinson & Somerville
<PAGE> 1
EXHIBIT 8
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
Philip C. Cook Direct Dial (404) 881-7491
April 11, 1997
Regions Financial Corporation
417 N. 20th Street
Birmingham, Alabama 35203
New Iberia Bancorp, Inc.
800 South Lewis
New Iberia, Louisiana 70560
Re: Proposed Merger of New Iberia Bancorp, Inc. with and into
Regions Financial Corporation
Ladies and Gentlemen:
We have acted as special tax counsel to Regions Financial Corporation
("Regions"), a corporation organized and existing under the laws of the State
of Delaware, in connection with the proposed merger of New Iberia Bancorp, Inc.
("New Iberia"), a corporation organized and existing under the laws of the
State of Louisiana, with and into Regions. The Merger will be effected
pursuant to the Agreement and Plan of Merger, dated as of February 13, 1997, by
and between New Iberia and Regions (the "Agreement"). In our capacity as
counsel to Regions, our opinion has been requested with respect to certain of
the federal income tax consequences of the proposed Merger.
In rendering this opinion, we have examined (i) the Internal Revenue Code
of 1986, as amended (the "Code") and Treasury Regulations, (ii) the legislative
history of applicable sections of the Code, and (iii) appropriate Internal
Revenue Service and court decisional authority. In addition, we have relied
upon certain information made known to us as more fully described below. All
capitalized terms used herein without definition shall have the respective
meanings specified in the Agreement, and unless otherwise specified, all
section references herein are to the Code.
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
<PAGE> 2
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 2
INFORMATION RELIED UPON
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:
(1) the Agreement;
(2) the Registration Statement on Form S-4 filed by Regions with
the Securities and Exchange Commission under the Securities Act of
1933, on April 11, 1997, including the Proxy Statement/Prospectus for
the Special Meeting of the stockholders of New Iberia Bancorp, Inc.;
and
(3) such additional documents as we have considered relevant.
In our examination of such documents, we have assumed, with your consent,
that all documents submitted to us as photocopies faithfully reproduce the
originals thereof, that such originals are authentic, that all such documents
have been or will be duly executed to the extent required, and that all
statements set forth in such documents are accurate.
We have also obtained such additional information and representations as
we have deemed relevant and necessary through consultation with various
officers and representatives of Regions and New Iberia and through certificates
provided by the management of Regions and the management of New Iberia.
You have advised us that the proposed transaction will enable the combined
organization to realize certain economies of scale, yield a wider array of
banking and banking related services to consumers and businesses, and provide
for a stronger market position and for greater financial resources to meet
competitive challenges within the New Iberia, Louisiana market area. To
achieve these goals, the following will occur pursuant to the Agreement:
(1) Subject to the terms and conditions of the Agreement, at the Effective
Time, New Iberia shall be merged into and with Regions in accordance with the
provisions of Section 12:115 LBCL and of Section 258 of the DGCL and with the
effect provided in Section 259 of the DGCL (the "Merger"). Regions shall be the
Surviving Corporation resulting from the Merger and shall continue to be
governed by the Laws of the State of Delaware. The Merger shall be consummated
pursuant to the terms of this Agreement, which has been approved and adopted by
the Boards of Directors of New Iberia and Regions.
(2) Subject to the provisions of Article 3 of the Agreement, at the
Effective Time, by virtue of the Merger and without any action on the part of
the holders thereof, the shares of the constituent corporations shall be
converted as follows:
<PAGE> 3
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 3
(a) Each share of Regions Common Stock issued and
outstanding immediately prior to the Effective Time shall
remain issued and outstanding from and after the Effective
Time.
(b) Each share of New Iberia Common Stock
(excluding shares held by New Iberia or any of its
Subsidiaries or by Regions or any of its Subsidiaries, in
each case other than in a fiduciary capacity or as a result
of debts previously contracted) issued and outstanding at the
Effective Time shall be converted into 0.36 of a share of
Regions Common Stock, subject to adjustment as provided in
Section 10.1(h) of this Agreement (the "Exchange Ratio").
(3) In the event Regions changes the number of shares of Regions Common
Stock issued and outstanding prior to the Effective Time as a result of a stock
split, stock dividend, or similar recapitalization with respect to such stock
and the record date therefor (in the case of a stock dividend) or the effective
date thereof (in the case of a stock split or similar recapitalization for
which a record date is not established) shall be prior to the Effective Time,
the Exchange Ratio shall be proportionately adjusted.
(4) Each of the shares of New Iberia Common Stock held by any New Iberia
Company or by any Regions Company, in each case other than in a fiduciary
capacity or as a result of debts previously contracted, shall be canceled and
retired at the Effective Time and no consideration shall be issued in exchange
therefor.
(5) Notwithstanding any other provision of this Agreement, each holder of
shares of New Iberia Common Stock exchanged pursuant to the Merger, who would
otherwise have been entitled to receive a fraction of a share of Regions Common
Stock (after taking into account all certificates delivered by such holder)
shall receive, in lieu thereof, cash (without interest) in an amount equal to
such fractional part of a share of Regions Common Stock multiplied by the
market value of one share of Regions Common Stock at the Effective Time. The
market value of one share of Regions Common Stock at the Effective Time shall
be the closing price of such common stock on the Nasdaq NMS (as reported by The
Wall Street Journal or, if not reported thereby, any other authoritative source
selected by Regions) on the last trading day preceding the Effective Time. No
such holder will be entitled to dividends, voting rights, or any other rights
as a stockholder in respect of any fractional shares.
(6) At the Effective Time, all rights with respect to New Iberia Common
Stock pursuant to stock options or stock appreciation rights ("New Iberia
Options") granted by New Iberia under the New Iberia Stock Plans, which are
outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to Regions Common Stock, and
Regions shall assume each New Iberia
<PAGE> 4
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 4
Option, in accordance with the terms of the New Iberia Stock Plan and stock
option agreement by which it is evidenced. All restrictions or limitations on
transfer with respect to New Iberia Common Stock awarded under the New Iberia
Stock Plans or any other plan, program, or arrangement of any New Iberia
Company, to the extent that such restrictions or limitations shall not have
already lapsed, and except as otherwise expressly provided in such plan,
program, or arrangement, shall remain in full force and effect with respect to
shares of Regions Common Stock into which such restricted stock is converted
pursuant to Section 3.1 of the Agreement.
With your consent, we have also assumed that the following statements are
true on the date hereof and will be true on the date the proposed transaction
is consummated:
(1) The fair market value of the Regions Common Stock and other
consideration received in the aggregate by the stockholders of New Iberia will
be approximately equal to the fair market value of the New Iberia Common Stock
surrendered in exchange therefor.
(2) To the best of the knowledge of the management of New Iberia, there is
no plan or intention on the part of the stockholders of New Iberia to sell,
exchange, or otherwise dispose of a number of shares of Regions Common Stock to
be received in the proposed transaction that would reduce their holdings in
Regions Common Stock received to a number of shares having, in the aggregate, a
value as of the Effective Time of less than fifty percent (50%) of the total
value of all shares of New Iberia Common Stock outstanding immediately prior to
the Effective Time. For purposes of this assumption, shares of New Iberia
Common Stock exchanged for cash or other property, surrendered by dissenters or
exchanged for cash in lieu of fractional shares of Regions Common Stock will be
treated as outstanding New Iberia Common Stock as of the Effective Time.
Moreover, shares of New Iberia Common Stock and shares of Regions Common Stock
held by New Iberia stockholders and otherwise sold, redeemed, or disposed of
prior or subsequent to the transaction will be considered in making this
assumption.
(3) Regions has no plan or intention to redeem or otherwise reacquire any
shares of Regions Common Stock issued in the Merger, except for purchases of
stock in the open market in the normal course of business executed through an
independent broker in which Regions is not aware of the identity of any seller
or in private placement transactions in which the sellers are not former New
Iberia Stockholders.
(4) Regions has no plan or intention to dispose of any of the assets of
New Iberia acquired in the transaction, except for dispositions made in the
ordinary course of business or transfers described in Section 368(a)(2)(C).
<PAGE> 5
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 5
(5) The liabilities of New Iberia assumed by Regions and the liabilities
to which the transferred assets of New Iberia are subject were incurred by New
Iberia in the ordinary course of its business.
(6) Following the transaction, Regions will continue the historic business
of New Iberia or use a significant portion of New Iberia's historic business
assets in a business.
(7) Regions, New Iberia, and the stockholders of New Iberia will pay their
respective expenses, if any, incurred in connection with the transaction,
except that Regions shall bear and pay the filing fees payable in connection
with the Registration Statement and the Proxy Statement and printing costs
incurred in connection with the printing of the Registration Statement and the
Proxy Statement.
(8) There is no intercorporate indebtedness existing between New Iberia
and Regions that was issued, acquired, or will be settled at a discount.
(9) New Iberia is not under the jurisdiction of a court in a case under
Title 11 of the United States Code or a receivership, foreclosure, or similar
proceeding in a federal or state court.
(10) Both the fair market value and the total adjusted basis of the assets
of New Iberia transferred to Regions will equal or exceed the sum of the
liabilities assumed by Regions plus the amount of the liabilities, if any, to
which the transferred assets are subject.
(11) The payment of cash to New Iberia stockholders in lieu of fractional
shares of Regions Common Stock is solely for the purpose of avoiding the
expense and inconvenience to Regions of issuing fractional shares and does not
represent separately bargained for consideration. The total cash consideration
that will be paid in the transaction to the New Iberia stockholders instead of
issuing fractional shares of Regions Common Stock will not exceed one percent
(1%) of the total consideration that will be issued in the transaction to the
New Iberia stockholders in exchange for their shares of New Iberia Common
Stock. The fractional share interests of each New Iberia stockholder will be
aggregated, and, other than in conjunction with the exercise of dissenters'
rights, no New Iberia stockholder will receive cash in an amount equal to or
greater than the value of one full share of Regions Common Stock.
(12) None of the compensation received by any stockholder-employees of New
Iberia will be separate consideration for, or allocable to, any of their shares
of New Iberia Common Stock; none of the shares of Regions Common Stock received
by any stockholder-employees pursuant to the Merger will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any stockholder-
<PAGE> 6
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 6
employees will be for services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's length for similar services.
(13) At all times during the five-year period ending on the Effective Date
of the Merger, the fair market value of all of New Iberia's United States real
property interests was and will have been less than fifty percent (50%) of the
fair market value of the total of (a) its United States real property
interests, (b) its interests in real property located outside the United
States, and (c) its other assets used or held for use in a trade or business.
For purposes of the preceding sentence, (i) United States real property
interests include all interests (other than an interest solely as a creditor)
in real property and associated personal property (such as movable walls and
furnishings) located in the United States or the Virgin Islands and interests
in any corporation (other than a controlled corporation) owning any United
States real property interest, (ii) New Iberia is treated as owning its
proportionate share (based on the relative fair market value of its ownership
interest to all ownership interests) of the assets owned by any controlled
corporation or any partnership, trust, or estate in which New Iberia is a
partner or beneficiary, and (iii) any such entity in turn is treated as owning
its proportionate share of the assets owned by any controlled corporation or
any partnership, trust, or estate in which the entity is a partner or
beneficiary. As used in this paragraph, "controlled corporation" means any
corporation at least fifty percent (50%) of the fair market value of the stock
of which is owned by New Iberia, in the case of a first-tier subsidiary of New
Iberia or by a controlled corporation, in the case of a lower-tier subsidiary.
(14) Neither Regions nor New Iberia is an investment company as defined in
Code Section 368(a)(2)(F).
(15) The Agreement and the exhibits thereto, and the letter from Samuel E.
Upchurch, Jr. General Counsel and Secretary, Regions Financial Corporation,
dated February 19, 1997, represent the entire understanding of New Iberia and
Regions with respect to the Merger.
OPINIONS
Based solely on the information submitted and the representations set
forth above and assuming that the Merger will take place as described in the
Agreement and that the representations made by Regions and New Iberia
(including the representation that New Iberia stockholders will maintain
sufficient equity ownership interests in Regions after the Merger) are true and
correct at the time of the consummation of the Merger, we are of the opinion
that:
(1) Provided the Merger qualifies as a statutory merger under applicable
law, the Merger will be a reorganization within the meaning of Section 368(a)
of the Code.
<PAGE> 7
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 7
New Iberia and Regions will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code.
(2) The stockholders of New Iberia will recognize no gain or loss upon the
exchange of their New Iberia Common Stock solely for shares of Regions Common
Stock.
(3) The basis of the Regions Common Stock received by the New Iberia
stockholders in the proposed transaction will, in each instance, be the same as
the basis of the New Iberia Common Stock surrendered in exchange therefor, less
the basis of any fractional share of Regions Common Stock settled by cash
payment.
(4) The holding period of the Regions Common Stock received by the New
Iberia stockholders will, in each instance, include the period during which the
New Iberia Common Stock surrendered in exchange therefor was held, provided
that the New Iberia Common Stock was held as a capital asset on the date of the
exchange.
(5) The payment of cash to New Iberia stockholders in lieu of fractional
share interests of Regions Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of the exchange
and then were redeemed by Regions. These cash payments will be treated as
having been received as distributions in full payment in exchange for the
shares redeemed as provided in Section 302(a) of the Code. Generally any gain
or loss recognized upon such exchange will be capital gain or loss, provided
the fractional share would constitute a capital asset in the hands of the
exchanging stockholder.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. In addition, our opinions are based solely on the
documents that we have examined, the additional information that we have
obtained, and the statements set out herein, which we have assumed and you have
confirmed to be true on the date hereof and will be true on the date on which
the proposed transaction is consummated. Our opinions cannot be relied upon if
any of the facts contained in such documents or if such additional information
is, or later becomes, inaccurate, or if any of the statements set out herein
is, or later becomes, inaccurate. Finally, our opinions are limited to the tax
matters specifically covered thereby, and we have not been asked to address,
nor have we addressed, any other tax consequences of the proposed transaction,
including for example any issues related to intercompany transactions,
accounting methods, or changes in accounting methods resulting from the Merger.
This opinion is being provided solely for the benefit of Regions, New
Iberia and its stockholders. No other person or party shall be entitled to
rely on this opinion.
<PAGE> 8
Regions Financial Corporation
New Iberia Bancorp, Inc.
April 11, 1997
Page 8
We consent to the use of this opinion and to the references made to the
firm under the caption "Description of the Transaction--Certain Federal Income
Tax Consequences of the Merger" in the Proxy Statement/Prospectus constituting
part of the Registration Statement on Form S-4 of Regions.
Very truly yours,
ALSTON & BIRD LLP
By:/s/ Philip C. Cook
--------------------------------------
Philip C. Cook
<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-4) and related Prospectus of Regions Financial
Corporation for the registration of up to 1,260,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 4,
1997 (except for the last two paragraphs of Note Q as to which the date is
March 13, 1997), with respect to the consolidated financial statements of
Regions Financial Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
April 7, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
April 7, 1997
