<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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)
------------
WITH COPIES TO:
Charles C. Pinckney
Lange, Simpson, Robinson &
Somerville LLP
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
------------
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. [X]
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. [_]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<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 849,590 $40.1875 $34,142,898.13 $9,491.73
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
as of January 8, 1999.
------------
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> 3
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
849,590 SHARES
COMMON STOCK
This is a public offering of shares of common stock of Regions Financial
Corporation on a delayed or continuous basis by certain shareholders of Regions
(the "Selling Shareholders"). See "Selling Shareholders." Regions will not
receive any of the proceeds from the sale of the shares.
Each of the Selling Shareholders has acquired the Shares as the result of an
acquisition by Regions.
Regions common stock is traded on the Nasdaq National Market under the symbol
"RGBK." On December 22, 1998, the last reported sales price of Regions common
stock, as reported on the Nasdaq National Market was $39.00.
------------
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> 4
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.
<TABLE>
<CAPTION>
REGIONS SEC FILINGS (FILE NO. 0-6159) PERIOD/AS OF DATE
- -------------------------------------- ------------------
<S> <C>
Annual Report on Form 10-K........... Year ended December 31, 1997
Quarterly Reports on Form 10-Q....... Quarters ended March 31, June 30,
and September 30, 1998
Current Reports on Form 8-K.......... February 8, 1998, July 31, 1998,
and November 6, 1998
</TABLE>
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 Shareholders.
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.
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> 5
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 713 banking offices located in Alabama, Arkansas, Florida,
Georgia, Louisiana, South Carolina, Tennessee, and Texas as of September 30,
1998. At that date, Regions had total consolidated assets of approximately
$35.1 billion, total consolidated deposits of approximately $27.2 billion, and
total consolidated stockholders' equity of approximately $3.0 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) 326-7100.
Regions continually evaluates business combination opportunities and frequently
conducts due diligence activities in connection with possible business
combinations. As a result, business combination discussions and, in some cases,
negotiations frequently take place, and future business combinations involving
cash, debt, or equity securities can be expected. Any future business
combination or series of business combinations that Regions might undertake may
be material, in terms of assets acquired or liabilities assumed, to Regions'
financial condition. Recent business combinations in the banking industry have
typically involved the payment of a premium over book and market values. This
practice could result in dilution of book value and net income per share for
the acquirer.
Additional information about Regions and its subsidiaries is included in
documents incorporated by reference in this Prospectus. See "Where You Can Find
More Information."
USE OF PROCEEDS
The proceeds from the Selling Shareholders' shares will belong to the
Selling Shareholders. 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 Shareholders.
<PAGE> 6
SELLING SHAREHOLDERS
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 Shareholders. Each Selling
Shareholder has sole voting and investment power with respect to the shares
owned by it.
<TABLE>
<CAPTION>
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
- ----- ------------ ------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Charles W. Bradley 355,695 .16% 355,695 -0- -0-
Hugh Charles Moore 323,342 .15 323,342 -0- -0-
Jeffrey G. Tennyson 53,714 .02 53,714 -0- -0-
Moore Family Irrevocable
Trust dated September
25, 1998 66,219 .03 66,219 -0- -0-
Bradley Family Irrevocable
Trust dated September
25, 1998 34,055 .02 34,055 -0- -0-
Keefe, Bruyette & Woods, Inc. 16,565 .008 16,565 -0- -0-
</TABLE>
(1) On December 31, 1998, there were 220,454,127 shares of Regions common stock
outstanding.
(2) Of the total of 849,590 shares being offered, 401,163 shares are held of
record by an escrow agent pursuant to an escrow agreement pending
satisfaction of certain conditions related to the financial performance of
EFC Holdings Corporation. The escrow shares may not be offered and sold by
the Selling Shareholders unless and until certain conditions are satisfied
for release of the shares in accordance with the escrow agreement.
(3) Assumes that all shares being registered are sold.
On November 30, 1998, Regions acquired all the issued and outstanding shares of
common stock of EFC Holdings Corporation, a North Carolina corporation ("EFC"),
pursuant to that certain Agreement and Plan of Reorganization, dated as of
September 29, 1998 (the "Merger Agreement"), by and among Regions, EFC, and the
Selling Shareholders (other than Keefe, Bruyette & Woods, Inc.). Each of the
Selling Shareholders except Keefe, Bruyette & Woods, Inc. was a stockholder of
EFC prior to the acquisition of EFC by Regions. Pursuant to the Merger
Agreement, the shares of EFC common stock owned by the Selling Shareholders were
converted into shares of Regions common stock. Keefe, Bruyette & Woods, Inc.
acquired shares from certain of the other Selling Shareholders as compensation
for investment banking services it provided to such holders in connection with
the acquisition.
Each of Charles W. Bradley, Hugh Charles Moore, and Jeffrey G. Tennyson has
entered into an employment agreement with EFC. Pursuant to the respective
employment agreements, EFC employs Mr. Bradley as its chief executive
officer, Mr. Moore as its chief financial officer, and Mr. Tennyson as its chief
operating officer. Each has different responsibilities. Otherwise, the
employment agreements establish rights and obligations between EFC and each of
the three individuals that are substantially the same.
The employment agreements have terms of five years beginning November 30, 1998.
The employment agreements require the employee to devote reasonable time and
<PAGE> 7
attention to his duties as an executive officer of EFC. Each executive is
entitled under his employment agreement to participate in benefit plans and to
receive fringe benefits and vacation in accordance with Regions' programs
applicable to similarly situated employees of Regions and its subsidiaries.
Each employment agreement provides a minimum annual base salary and provides for
an incentive bonus if applicable performance goals are attained.
Pursuant to the employment agreements, each of the individuals has agreed not to
use or disclose certain confidential information of EFC and not to engage in
services that are competitive with the business of EFC within the geographic
area of Mecklenburg County, North Carolina for a period of five years from
November 30, 1998. For this purpose competitive services are defined to consist
of the business of mortgage brokerage and related services provided by EFC as of
November 30, 1998, the inception date of the employment agreements.
Regions has agreed to permit key employees of EFC who might receive shares of
Regions common stock under EFC's existing equity incentive plan to use this
Registration Statement to effectuate resales of such shares. However, there is
no assurance that Regions shares will ever be distributable to other EFC
employees under the equity incentive plan. In the event Regions shares are
distributed under such plan, Regions has agreed to prepare and file with the
Securities and Exchange Commission an appropriate Prospectus or Prospectus
Supplement, to effectuate the resales of such shares (to the extent permitted
by SEC rules and regulations) if such shares are not otherwise freely
transferable under the Securities Act of 1933.
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the shares may be effected
from time to time by the Selling Shareholders 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 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, and (5) privately negotiated transactions. The
Selling Shareholders 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. The shares may be sold
from time to time at varying prices determined at the time of sale or at
negotiated prices.
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 commissions and other terms constituting compensation and
any other required information. In effecting sales, broker-dealers engaged by
the Selling Shareholders and/or the purchasers of the shares may arrange for
other broker-dealers to participate. Broker-dealers will receive commissions,
concessions or discounts from the Selling Shareholders 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. As of the date of this Prospectus,
there are no selling arrangements between the Selling Shareholders and any
broker or dealer.
In offering the shares, the Selling Shareholders and any brokers, dealers or
agents who participate in a sale of the shares by the Selling Shareholders may
be considered "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any profits realized by the Selling Shareholders
and the compensation of any broker/dealers may be deemed to be underwriting
discounts and commissions.
<PAGE> 8
Regions has filed the Registration Statement, of which this Prospectus forms a
part, with respect to the sale of the shares to fulfill certain contractual
obligations to the Selling Shareholders.
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
Shareholders pursuant to Rule 144.
Regions will not receive any of the proceeds from the sale of the shares by the
Selling Shareholders. Regions will bear the costs of registering the shares
under the Securities Act, including the registration fee under the Securities
Act, its legal and accounting fees and any printing fees. The Selling
Shareholders will bear the cost of underwriting commissions and/or 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 and the supplemental 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 reports thereon which are included in the Annual
Report to Stockholders which is incorporated by reference in its Annual Report
on Form 10-K for the year ended December 31, 1997 and in its Current Report on
Form 8-K dated November 6, 1998. The financial statements audited by Ernst &
Young LLP have been incorporated by reference in reliance on their reports
given on their authority as experts in accounting and auditing.
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
January 8, 1999, attorneys in the law firm of Lange, Simpson, Robinson &
Somerville LLP owned an aggregate of 238,236 shares of common stock of Regions.
<PAGE> 9
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
SHAREHOLDERS. 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.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
EXPERTS
LEGAL OPINION
</TABLE>
<PAGE> 10
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.
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission $ 9,491.73
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 1,000.00
----------
$20,491.73
</TABLE>
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.
<PAGE> 11
"(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
<PAGE> 12
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> 13
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- -------- -----------
<S> <C>
4.1 -- Certificate of Incorporation of Regions Financial Corporation--
incorporated by reference from S-4 Registration Statement of
Regions Financial Corporation, file no. 333-67153
4.2 -- By-laws of Regions Financial Corporation--incorporated by
reference from S-4 Registration Statement of Regions Financial
Corporation, file no. 333-67153.
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. -- Power of Attorney -- the manually signed power of attorney is set
forth in the signature page of the registration statement.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate represents a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED HOWEVER, that such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement 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.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
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
<PAGE> 14
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> 15
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, January 8, 1999.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
/s/ Richard D. Horsley
BY: ----------------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Horsley and Samuel E. Upchurch, Jr.
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
registration statement, and to file the same with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------- ----------------------------- -------------------
/s/ Carl E. Jones, Jr.
- --------------------------- President and Chief Executive January 8, 1999
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and January 8, 1999
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ Robert P. Houston
- --------------------------- Executive Vice President and January 8, 1999
Robert P. Houston Comptroller
(principal accounting officer)
II-6
<PAGE> 16
SIGNATURE TITLE DATE
- --------------------------- ----------------------------- -----------------
/s/ Sheila S. Blair
- --------------------------- Director January 8, 1999
Sheila S. Blair
/s/ James B. Boone, Jr.
- --------------------------- Director January 8, 1999
James B. Boone, Jr.
/s/ Albert P. Brewer
- --------------------------- Director January 8, 1999
Albert P. Brewer
/s/ James S.M. French
- --------------------------- Director January 8, 1999
James S.M. French
/s/ Barnett Grace
- --------------------------- Director January 8, 1999
Barnett Grace
/s/ Frank D. Hickingbotham
- --------------------------- Director January 8, 1999
Frank D. Hickingbotham
/s/ Olin B. King
- --------------------------- Director January 8, 1999
Olin B. King
- --------------------------- Chairman of the Board
J. Stanley Mackin and Director
/s/ Michael W. Murphy
- --------------------------- Director January 8, 1999
Michael W. Murphy
/s/ Henry E. Simpson
- --------------------------- Director January 8, 1999
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- --------------------------- Director January 8, 1999
Lee J. Styslinger, Jr.
- --------------------------- Director
Robert J. Williams
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page
Exhibit Description Number
- ------- ----------- ----------
<S> <C> <C>
4.1 -- Certificate of Incorporation of Regions Financial Corporation--
incorporated by reference from S-4 Registration Statement of
Regions Financial Corporation, file no. 333-67153
4.2 -- By-laws of Regions Financial Corporation--incorporated by
reference from S-4 Registration Statement of Regions Financial
Corporation, file no. 333-67153.
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. -- 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 LLP]
January 8, 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 Agreement and Plan of Reorganization, dated as
of September 29, 1998 by and among Regions Financial Corporation, EFC Holdings
Corporation, Charles W. Bradley, Hugh Charles Moore, Jeffrey G. Tennyson,
Bradley Family Irrevocable Trust Dated September 25, 1998, and Moore Family
Irrevocable Trust Dated September 25, 1998 (the "Agreement"), and the related
Plan of Merger, and in connection with the Registration Statement of Regions
pertaining to the shares of Regions common stock issued in the merger
contemplated thereby.
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 the stockholders of EFC pursuant to the
Agreement and the merger 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> 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-3) and related Prospectus of Regions Financial
Corporation for the registration of 849,590 shares of its common stock and to
the incorporation by reference therein of our report dated February 9, 1998
(except for Note Q as to which the date is February 13, 1998) 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, 1997 and our report dated July 31, 1998 (except for Note Q as to
which the date is November 3, 1998) with respect to the supplemental
consolidated financial statements of Regions Financial Corporation included in
its Current Report on Form 8-K dated November 6, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
January 11, 1999
