<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
417 North 20th Street
Birmingham, AL 35203
(205) 944-1300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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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)
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WITH COPIES TO:
Charles C. Pinckney
Lange, Simpson, Robinson &
Somerville LLP
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Shares Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Unit(1) Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------
Common Stock 61,000 $27.31 $1,665,910 $491.44
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low reported sales price of Regions
common stock on October 25, 1999.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
_______ SHARES
COMMON STOCK
This is a public offering of shares of common stock of Regions Financial
Corporation by a certain shareholder of Regions (the "Selling Shareholder").
See "Selling Shareholder." Regions will not receive any of the proceeds from the
sale of the shares.
The Selling Shareholder has acquired the Shares in a contractual settlement
of an arrangement under which Regions purchased approximately 3,035,000
Regions shares from the Selling Shareholder.
Regions common stock is traded on the Nasdaq National Market under the
symbol "RGBK." On October 25, 1999, the last reported sales price of Regions
common stock, as reported on the Nasdaq National Market was $27.75.
------------
SHARES OF REGIONS COMMON STOCK 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.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE APPROVED THIS COMMON STOCK OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1999.
<PAGE>
THE COMPANY
Regions is a regional bank holding company organized and existing under the
laws of the state of Delaware and headquartered in Birmingham, Alabama, with
approximately 731 banking offices located in Alabama, Arkansas, Florida,
Georgia, Louisiana, South Carolina, Tennessee, and Texas as of June 30, 1999. At
that date, Regions had total consolidated assets of approximately $39.8 billion,
total consolidated deposits of approximately $28.4 billion, and total
consolidated stockholders' equity of approximately $3.1 billion. Regions has
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.
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) 944-1300.
Regions continually evaluates business combination opportunities and
frequently conducts due diligence activities in connection with possible
business combinations. As a result, business combination discussions and, in
some cases, negotiations frequently take place, and future business combinations
involving cash, debt, or equity securities can be expected. Any future business
combination or series of business combinations that Regions might undertake may
be material, in terms of assets acquired or liabilities assumed, to Regions'
financial condition. Recent business combinations in the banking industry have
typically involved the payment of a premium over book and market values. This
practice could result in dilution of book value and net income per share for the
acquirer.
Additional information about Regions and its subsidiaries is included in
documents incorporated by reference in this Prospectus. See "Where You Can Find
More Information."
USE OF PROCEEDS
The proceeds from the Selling Shareholder's shares will belong to the
Selling Shareholder. Regions will not receive any of the proceeds from the sale
of the shares and is registering the shares solely for the purpose of fulfilling
its contractual obligations to the Selling Shareholder.
<PAGE>
SELLING SHAREHOLDER
The following table sets forth certain information with respect to the
ownership of the shares as of _______, 1999, and as adjusted to reflect the sale
of the shares offered hereby, by the Selling Shareholder. The Selling
Shareholder has sole voting and investment power with respect to the shares
owned by it.
<TABLE>
<S> <C> <C> <C> <C> <C>
OWNERSHIP OF COMMON OWNERSHIP OF COMMON STOCK
STOCK BEFORE THE OFFERING AFTER THE OFFERING
---------------------------- -----------------------------
NUMBER OF
NUMBER OF SHARES BEING NUMBER OF
NAME SHARES PERCENT(1) OFFERED(2) SHARES (3) PERCENT
- ------ ------------ ------------- --------------- -------------- ----------
Merrill Lynch * -0- -0-
International
</TABLE>
* Less than .1%.
(1) On September 30, 1999, there were 219,288,728 shares of Regions common
stock outstanding.
(2) Assumes that all shares being registered are sold.
On August 6, 1999, Regions issued 3,035,000 shares of Regions common stock
to the Selling Shareholder in settlement of a contractual obligation arising out
of a stock purchase arrangement between Regions and the Selling Shareholder.
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the shares may be
effected from time to time, in one or more transactions, by the Selling
Shareholder directly, indirectly through brokers or dealers or in a distribution
by one or more underwriters on a firm commitment or best efforts basis, on The
NASDAQ Stock Market, in the over-the-counter market, on any national securities
exchange on which shares of Regions common stock are listed or traded, in
privately negotiated transactions or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The offering price of the offered shares from time to time
will be determined by the Selling Shareholders and, at the time of the
determination, may be higher or lower than the market price of the common shares
on the NASDAQ Stock Market.
The shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one or more underwriters on
a firm commitment or best efforts basis. The methods by which the shares may be
sold or distributed include, without limitation, (1) a block trade (which may
involve crosses) in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction, (2) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus, (3) exchange distributions and/or secondary distributions in
accordance with the rules of The NASDAQ Stock Market, (4) ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (5)
privately negotiated transactions, and (6) underwritten transactions. The
Selling Shareholder may from time to time deliver all or a portion of the shares
to cover a short sale or upon the exercise, settlement or closing of a call
equivalent position or a put equivalent position.
At the time a particular offer is made, a Prospectus Supplement, if
required, will be distributed that sets forth the name or names of agents,
broker-dealers or underwriters, any discounts, commissions and other terms
constituting compensation and any other required information. Any broker-dealer
engaged will receive commissions, concessions or discounts from the Selling
Shareholder and/or the purchasers of the shares in amounts to be negotiated
prior to the sale. Sales will be made only through broker-dealers registered as
such in a subject jurisdiction or in transactions exempt from such registration.
In offering the shares, the Selling Shareholder and any brokers, dealers or
agents who participate in a sale or distribution of the shares by the Selling
Shareholder may be considered "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, and any profits realized by the Selling
Shareholder and the compensation of any broker/dealers may be deemed to be
underwriting discounts and commissions.
Regions has filed the Registration Statement, of which this Prospectus
forms a part, with respect to the sale of the shares acquired by the Selling
Shareholder from Regions as settlement of certain contractual obligations of
Regions to the Selling Shareholder.
Shares not sold pursuant to the Registration Statement of which this
Prospectus is a part may be subject to certain restrictions under the Securities
Act and could be sold, if at all, only pursuant to Rule 144 under the Securities
Act or another exemption from the registration requirements of the Securities
Act. In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of shares which does
not exceed the greater of one percent of Regions' outstanding common stock or
the average weekly reported trading volume of Regions' common stock during the
four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares by a person who is not an affiliate of Regions
and who has satisfied a two-year holding period without volume limitation.
Therefore, both during and after the effectiveness of the Registration
Statement, sales of the shares may be made by the Selling Shareholder pursuant
to Rule 144.
Regions will not receive any of the proceeds from the sale of the shares by
the Selling Shareholder. Regions will bear the costs and expenses of registering
the shares under the Securities Act, including, without limitation, the
registration and filing fees under the Securities Act, its legal and accounting
fees and any printing fees. The Selling Shareholder will bear the cost of
underwriting fees and commissions, fees and disbursements of legal counsel for
the Selling Shareholder and stock transfer and other taxes attributable to the
sale of the shares, discounts, if any, and selling commissions.
Underwriters, brokers, dealers or agents may be entitled, under agreements
with Regions, to indemnification against the contribution toward certain civil
liabilities, including liabilities under the Securities Act in connection with
the registration of the shares.
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
are included in the Annual Report to Stockholders which is incorporated by
reference in its Annual Report. Such consolidated financial statements are
incorporated by reference in reliance on their report given on their authority
as experts in accounting and auditing.
<PAGE>
LEGAL OPINION
The legality of the shares of common stock being offered by this Prospectus
have been passed upon by Lange, Simpson, Robinson & Somerville LLP, Birmingham,
Alabama. Henry E. Simpson, partner in the law firm of Lange, Simpson, Robinson &
Somerville LLP, is a member of the Board of Directors of Regions. As of October
25, 1999, attorneys in the law firm of Lange, Simpson, Robinson & Somerville LLP
owned an aggregate of 238,431 shares of common stock of Regions.
WHERE YOU CAN FIND MORE INFORMATION
Regions files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that Regions files with the SEC at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
These filings are also available at the Internet world wide web site maintained
by the SEC at "http://www.sec.gov."
Regions filed a Registration Statement on Form S-3 (the "Registration
Statement") to register with the SEC the common stock being offered by this
Prospectus. This Prospectus is a part of that Registration Statement. As allowed
by SEC rules, this Prospectus does not contain all the information you can find
in Regions' Registration Statement or the exhibits to that Registration
Statement.
SEC regulations allow Regions to "incorporate by reference" information
into this Prospectus, which means that Regions can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered part of this
Prospectus, except for any information superseded by information contained
directly in this Prospectus or in later filed documents incorporated by
reference in this Prospectus.
This Prospectus incorporates by reference the documents set forth below
that Regions has previously filed with the SEC. These documents contain
important information about Regions and its finances. Some of these filings have
been amended by later filings, which are also listed.
REGIONS SEC FILINGS (FILE NO. 0-6159) PERIOD/AS OF DATE
- --------------------------------------- ------------------
Annual Report on Form 10-K........... Year ended December 31, 1998
Quarterly Reports on Form 10-Q....... Quarters ended March 31 and June 30,
1999
Current Report on Form 8-K October 18, 1999
Regions also incorporates by reference additional documents that may be
filed with the SEC between the date of this Prospectus and the date of
completion of the offering of the shares of Regions common stock by the Selling
Shareholder. These include periodic reports, such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as
proxy statements.
<PAGE>
Documents incorporated by reference are available from Regions without
charge, excluding all exhibits, except that if Regions has specifically
incorporated by reference an exhibit in this Prospectus, the exhibit will also
be available without charge. Stockholders may obtain documents incorporated by
reference in this Prospectus by requesting them in writing or by telephone from
Regions at the following address:
Regions Financial Corporation
417 North 20th Street
Birmingham, AL 35203
Attention: Shareholder Relations
Telephone: (205) 326-7090
You should rely only on the information contained or incorporated by
reference in this Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. This
Prospectus is dated _______, 1999. You should not assume that the information
contained in this Prospectus is accurate as of any date other than that date.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY REGIONS OR THE SELLING SHAREHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
Page
----
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDER
PLAN OF DISTRIBUTION
EXPERTS
LEGAL OPINION
WHERE YOU CAN FIND MORE INFORMATION
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the
sale of the Regions common stock being registered. All amounts shown are
estimates, except the registration fee.
Registration Fee -- Securities and Exchange Commission $ 491.44
Accounting Fees and Expenses 2,500.00
Legal Fees and Expenses 2,500.00
Miscellaneous 500.00
----------
$ 5,991.44
ITEM 15. 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 Registrant
to indemnify its officers and directors under certain circumstances. The
pertinent provisions of that statute read as follows:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board
of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of 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 Registrant 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.
<PAGE>
ITEM 16. EXHIBITS
Exhibit Description
- --------- -----------
4.1 -- Certificate of Incorporation of Regions Financial Corporation --
incorporated by reference from S-3 Registration Statement,
registration no. 333-86975.
4.2 -- By-laws of Regions Financial Corporation -- incorporated by
reference from S-3 Registration Statement, registration no.
333-86975.
5. -- Opinion re: legality.
23.1 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Lange, Simpson, Robinson & Somerville LLP -- included
in Exhibit 5.
24.1 -- Power of Attorney
ITEM 17. UNDERTAKINGS
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 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 this 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.
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 issues.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(b) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on October 25, 1999.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
-----------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------- ------------------
*
- --------------------------- President and Chief Executive October 25, 1999
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and October 25, 1999
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
*
- --------------------------- Executive Vice President and October 25, 1999
Robert P. Houston Comptroller
(principal accounting officer)
*
- --------------------------- Director October 25, 1999
Sheila S. Blair
*
- --------------------------- Director October 25, 1999
James B. Boone, Jr.
*
- --------------------------- Director October 25, 1999
James S.M. French
*
- --------------------------- Director October 25, 1999
Olin B. King
<PAGE>
*
- --------------------------- Chairman of the Board October 25, 1999
J. Stanley Mackin and Director
*
- --------------------------- Director October 25, 1999
Michael W. Murphy
*
- --------------------------- Director October 25, 1999
Henry E. Simpson
*
- --------------------------- Director October 25, 1999
Lee J. Styslinger, Jr.
*
- --------------------------- Director October 25, 1999
W. Woodrow Stewart
*
- --------------------------- Director October 25, 1999
John H. Watson
*
- --------------------------- Director October 25, 1999
Robert J. Williams
*
- --------------------------- Director October 25, 1999
C. Kemmons Wilson, Jr.
* By /s/ Richard D. Horsley as attorney-in-fact October 25, 1999
pursuant to a power of attorney.
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit Description Number
- -------- ----------- ----------
4.1 -- Certificate of Incorporation of Regions Financial Corporation --
incorporated by reference from S-3 Registration Statement,
registration no. 333-86975.
4.2 -- By-laws of Regions Financial Corporation -- incorporated by
reference from S-3 Registration Statement, registration no.
333-86975.
5. -- Opinion re: legality.
23.1 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Lange, Simpson, Robinson & Somerville LLP -- included
in Exhibit 5.
24.1 -- Power of Attorney
<PAGE>
EXHIBIT 5
[Letterhead of Lange, Simpson, Robinson & Somerville LLP]
October 25, 1999
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Re: Regions Financial Corporation
S-3 Registration Statement
Ladies and Gentlemen:
As counsel for Regions Financial Corporation ("Regions"), we furnish this
opinion in connection with the registration of 61,000 shares of Regions common
stock (the "Shares") for sale by Merrill Lynch International.
We have examined and are familiar with the registration statement on Form
S-3 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 the shares of the $.625 par
value common stock of Regions issued to Merrill Lynch International have been
duly and validly authorized for issuance and are duly and validly issued, fully
paid and non-assessable, free of any preemptive or other similar rights.
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 LLP under the caption "Opinions" in the prospectus forming a part of
the registration statement.
Very truly yours,
/s/ Lange, Simpson, Robinson & Somerville LLP
<PAGE>
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-3) and related Prospectus of Regions Financial
Corporation for the registration of 61,000 shares of its common stock and to
the incorporation by refernece therein of our report dated March 11, 1999 with
respect to the consolidated financial statements of Regions Financial
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
October 22, 1999
<PAGE>
Exhibit 24.1
REGIONS FINANCIAL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstitution, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 61,000 shares of Regions Financial Corporation for sale
by a selling shareholder and to sign any and all amendments to such Registration
Statements.
SIGNATURE TITLE DATE
- ------------------------- ----------------------------- -----------------
/s/ Carl E. Jones, Jr.
- --------------------------- President and Chief Executive July 21, 1999
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and July 21, 1999
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ Robert P. Houston
- --------------------------- Executive Vice President and July 21, 1999
Robert P. Houston Comptroller
(principal accounting officer)
/s/ Sheila S. Blair
- --------------------------- Director July 21, 1999
Sheila S. Blair
/s/ James B. Boone, Jr.
- --------------------------- Director July 21, 1999
James B. Boone, Jr.
/s/ James S.M. French
- --------------------------- Director July 21, 1999
James S.M. French
/s/ Olin B. King
- --------------------------- Director July 21, 1999
Olin B. King
/s/ J. Stanley Mackin
- --------------------------- Chairman of the Board July 21, 1999
J. Stanley Mackin and Director
/s/ Michael W. Murphy
- --------------------------- Director July 21, 1999
Michael W. Murphy
<PAGE>
/s/ Henry E. Simpson
- --------------------------- Director July 21, 1999
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- --------------------------- Director July 21, 1999
Lee J. Styslinger, Jr.
/s/ W. Woodrow Stewart
- --------------------------- Director July 21, 1999
W. Woodrow Stewart
/s/ John H. Watson
- --------------------------- Director July 21, 1999
John H. Watson
/s/ Robert J. Williams
- --------------------------- Director July 21, 1999
Robert J. Williams
/s/ C. Kemmons Wilson, Jr.
- --------------------------- Director July 21, 1999
C. Kemmons Wilson, Jr.
