<PAGE> 1
Filed by: Regions Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Morgan Keegan, Inc.
Commission File No.: 001-9015
THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS
FILINGS OF REGIONS FINANCIAL CORPORATION AND MORGAN KEEGAN, INC. WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT/REGISTRATION
STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE TRANSACTION
DESCRIBED BELOW PRIOR TO THE VOTE OF THE SHAREHOLDERS OF MORGAN KEEGAN, INC.
WITH RESPECT TO THE MERGER.
<PAGE> 2
On December 18, 2000, Regions Financial Corporation held a
conference call (the "Call") with analysts and others with respect to its
proposed merger (the "Merger") with Morgan Keegan Inc. ("Morgan") pursuant to
the previously announced Agreement and Plan of Merger, dated as of December 17,
2000 (the "Agreement"). During the Call, certain financial and other
information relating to the Merger was presented (the "Presentation
Materials").
<PAGE> 3
A copy of the visual portion of the Presentation Materials is being filed
as Exhibit A to this report, substantially in the form presented at the Call,
and such materials are incorporated herein by reference.
A copy of the joint press release dated December 18, 2000, pertaining to
the Merger is being filed as Exhibit B to this report, and is incorporated
herein by reference.
<PAGE> 4
EXHIBIT A
[REGIONS LOGO]
[MORGAN KEEGAN LOGO]
A Natural Combination for Growth
December 18, 2000
<PAGE> 5
FORWARD-LOOKING STATEMENT
================================================================================
The information contained in this presentation may include forward-looking
statements that reflect Regions' current views with respect to future events and
financial performance. Regions' management believes that these forward-looking
statements are reasonable, however, you should not place undue reliance on these
statements as they are based only on current expectations and general
assumptions and are subject to various risks, uncertainties, and other factors
that may cause actual results to differ materially from the views, beliefs, and
projections expressed in such statements. Such forward-looking statements are
made in good faith by Regions pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
The words "believe", "expect", "anticipate", "project", and similar expressions
signify forward-looking statements. Readers are cautioned not to place undue
reliance on any forward-looking statements made by or on behalf of Regions. Any
such statement speaks only as of the date the statement was made. Regions
undertakes no obligation to update or revise any forward-looking statements.
Some factors which may affect the accuracy of our projections apply generally to
the financial services industry, including: (a) the easing of restrictions on
participants in the financial services industry, such as banks, securities
brokers and dealers, investment companies, and finance companies, may increase
our competitive pressures; (b) possible changes in interest rates may increase
our funding costs and reduce our earning asset yields, thus reducing our
margins; (c) possible changes in general economic and business conditions in the
United States and the Southeast in general and in the communities we serve in
particular may lead to a deterioration in credit quality, thereby increasing our
provisioning costs, or a reduced demand for credit, thereby reducing our earning
assets; (d) possible changes in trade, monetary and fiscal policies, laws, and
regulations, and other activities of governments, agencies, and similar
organizations, including changes in accounting standards, may have an adverse
effect on our business; and (e) possible changes in consumer and business
spending and saving habits could have an effect on our ability to grow our
assets and to attract deposits.
Other factors which may affect the accuracy of our projections are specific to
Regions, including (i) the cost and other effects of material contingencies,
including litigation contingencies; (ii) our ability to expand into new markets
and to maintain profit margins in the face of pricing pressures; (iii) our
ability to keep pace with technological changes; (iv) our ability to develop
competitive new products and services in a timely manner and the acceptance of
such products and services by Regions customers and potential Regions customers;
(v) our ability to effectively manage interest rate risk, credit risk and
operational risk; (vi) our ability to manage fluctuations in the value of our
assets and liabilities and off-balance sheet exposures so as to maintain
sufficient capital liquidity to support our business; and (vii) our ability to
achieve the earnings expectations related to the businesses that we have
recently acquired or may acquire in the future (including the Morgan Keegan
transaction), which in turn depends on a variety of factors, including: our
ability to achieve in a timely manner anticipated cost savings and revenue
enhancements with respect to acquired operations; the assimilation of acquired
operations to the Regions corporate culture, including the ability to instill
our credit practices and efficient approach to acquired operations; our ability
to retain existing customers and employees of acquired operations; and the
continued growth of the markets that the acquired entities serve, consistent
with recent historical experience.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
2
<PAGE> 6
================================================================================
TRANSACTION OVERVIEW
================================================================================
Carl Jones, Jr.
CEO
Regions Financial
Corporation
3
<PAGE> 7
STRATEGIC RATIONALE
================================================================================
A TRANSFORMING TRANSACTION FOR REGIONS
- Create Leading Diversified Financial Services Company in the South
- Increase non-interest income to 40% of net revenues
- Significantly expand Regions' product capabilities
- Improve focus on middle market corporate and affluent retail
customers
- Attractive growth dynamics of brokerage industry
- Convert to financial services holding company
- Acquire Premier Regional Broker-Dealer
- Diversified business mix
- Leading fixed income franchise
- Morgan Keegan poised for growth
- Excellent Strategic Fit
- Similar geographic focus
- Complementary client focus
- Strong cultural fit
- Accelerate Regions' Wealth Management Strategy
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
4
<PAGE> 8
CREATING A REGIONAL FINANCIAL POWERHOUSE
================================================================================
Ideally positioned to serve middle market corporate and affluent retail
customers throughout the South.
More than 810 offices
in 14 states
[REGIONS LOGO]
- Commercial Banking
- Retail Banking
- Trust and Asset Management
- Mortgage Banking
- Insurance
- Brokerage and Public Finance
- Specialty Finance
[MORGAN KEEGAN LOGO]
- Private Client Brokerage
- Public Finance
- Agency and Corporate Fixed Income
- Equity and Fixed Income Research
- Equity Capital Markets
- Asset and Wealth Management
- Corporate Finance Advisory
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
5
<PAGE> 9
OPERATING PHILOSOPHY
================================================================================
MORGAN KEEGAN WILL BECOME REGIONS' BROKERAGE AND CAPITAL MARKETS ENGINE.
- MAINTAIN BRAND IDENTITY, MANAGEMENT AND HEADQUARTERS
- MAINTAIN MORGAN KEEGAN ENTREPRENEURIAL FOCUS AND OWNERSHIP CULTURE
- INTEGRATE REGIONS INVESTMENT COMPANY (RICI) INTO MORGAN KEEGAN
- MORGAN KEEGAN'S MANAGEMENT RESPONSIBLE FOR EARNINGS AND STRATEGY OF
BROKER-DEALER SEGMENT
- ALLEN MORGAN TO JOIN REGIONS BOARD
[REGIONS LOGO] 6 [MORGAN KEEGAN LOGO]
<PAGE> 10
ATTRACTIVENESS OF BROKERAGE INDUSTRY
================================================================================
- ATTRACTIVE RELATIVE EARNINGS GROWTH
- Long-term brokerage industry earnings growth of 12-15%, vs. 8-10% for
banks
- Higher profit margin products
- Fee vs. spread income
- GROWING INSTITUTIONAL USAGE OF CAPITAL MARKETS
- Broader access to capital markets by middle market companies and
municipalities
- Middle-sized institutional clients under-served in consolidating industry
- BENEFICIARY OF DEMOGRAPHIC TRENDS
- Growing population of higher-saving "baby boomers"
- Increasing market participation by retail investors
- Significant inter-generational wealth transfer
- SIGNIFICANT GROWTH OPPORTUNITIES WITHIN REGIONS FRANCHISE
- 1.8 million households use brokerage services in branch footprint
- Of Regions 4.1 million accounts, only 107,000 are brokerage accounts
[REGIONS LOGO] 7 [MORGAN KEEGAN LOGO]
<PAGE> 11
TRANSACTION AND FINANCIAL SUMMARY
================================================================================
- PURCHASE PRICE
- $27 per share; $789 million in aggregate
- Retention pool of 5.55 million Regions options
- OTHER TERMS
- Purchase accounting
- Expect to close in the first quarter of 2001
- Morgan Keegan senior management, representing 23% of shares, agreed to
approve transaction
- FINANCIAL IMPLICATIONS
- Immediate accretion to Cash EPS
- Modestly dilutive to GAAP EPS in 2001; accretive thereafter
- Accelerates earnings growth
- Diversifies revenue streams: fee income rises to 40% of revenues
- CREATES VALUE FOR REGIONS SHAREHOLDERS
[REGIONS LOGO] 8 [MORGAN KEEGAN LOGO]
<PAGE> 12
================================================================================
OVERVIEW OF MORGAN KEEGAN
================================================================================
ALLEN MORGAN, JR.
CHAIRMAN AND CEO
MORGAN KEEGAN, INC.
9
<PAGE> 13
OVERVIEW
================================================================================
MORGAN KEEGAN IS ONE OF THE LARGEST FULL SERVICE BROKERAGE AND INVESTMENT
BANKING FIRMS IN THE SOUTH. THE COMPANY'S CORE FOCUS IS MIDDLE MARKET CORPORATE
CLIENTS AND AFFLUENT RETAIL CUSTOMERS.
[MORGAN KEEGAN LOGO]
<TABLE>
<CAPTION>
Fixed
Income Equity
Capital Capital Investment
Private Client Markets Markets Advisory
====================================================================================
<S> <C> <C> <C> <C>
FY 2000 REVENUES $242.2 $143.7 $61.0 $38.5
% OF TOTAL 49.0% 29.1% 12.3% 7.8%
====================================================================================
FY 2000 PRE-TAX EARNINGS $ 37.0 $ 19.0 $14.7 $ 0.9
% OF TOTAL 51.5% 26.5% 20.4% 1.3%
====================================================================================
</TABLE>
[REGIONS LOGO] 10 [MORGAN KEEGAN LOGO]
<PAGE> 14
Office Network
================================================================================
- 54 LOCATIONS
- 761 FINANCIAL ADVISORS
- OVER 2,000 EMPLOYEES
[MAP OF FOOTPRINT]
[REGIONS LOGO] 11 [MORGAN KEEGAN LOGO]
<PAGE> 15
PRIVATE CLIENT GROUP
================================================================================
MORGAN KEEGAN IS GROWING THE ABSOLUTE NUMBER OF FINANCIAL ADVISORS AND THEIR
AVERAGE PRODUCTION.
[CHART]
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Financial Advisors 596 623 662 686 761
Financial Advisors with more than one year experience 487 566 609 624 655
Average Production (in thousands) (Financial Advisors
with more than one year experience) $346 $363 $437 $447 $469
</TABLE>
[REGIONS LOGO] 12 [MORGAN KEEGAN LOGO]
<PAGE> 16
FIXED INCOME CAPITAL MARKETS
================================================================================
MORGAN KEEGAN HAS A STRONG POSITION AS MANAGER FOR MIDDLE MARKET CORPORATE AND
MUNICIPAL BOND ISSUES IN THE SOUTH.
- MUNICIPAL BOND UNDERWRITING
- Raised $8.9 billion in 409 deals in 2000
- Rank #1 in core region(a) with 28.1% market share
- Rank #4 in extended region(b) with 15.4% market share
- AGENCY BOND UNDERWRITING
- Raised $8.2 billion in 302 deals in 2000
- Rank #12 nationally with 5.6% market share; #1 in number of
transactions
- CORPORATE BOND UNDERWRITING
- Raised $2.8 billion in 60 deals in 2000
- OTHER
- Dedicated Fixed Income Research
- Sales and Trading
(a) Defined as AL, AR, KY, LA, MS and TN
(b) Defined as core region plus FL, GA, NC and TX
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
13
<PAGE> 17
EQUITY CAPITAL MARKETS & INVESTMENT ADVISORY
================================================================================
MORGAN KEEGAN DIFFERENTIATES ITS APPROACH BY FOCUSING ON AREAS OF STRENGTH AND
BOTTOM LINE PERFORMANCE FOR ITS CUSTOMERS.
- CORPORATE FINANCE AND ADVISORY
- Raised $4.6 billion in 35 transactions as lead or co-lead
managers since 1/1/99
- Advised on 10 M&A transactions since 1/1/99 with $711 million
aggregate value
- FOCUSED EQUITY RESEARCH
- 12 knowledge corridors
- 23 senior analysts, including 6 ranked by WSJ
- BOTTOM-LINE PERFORMANCE
- #1-ranked focus list for one and five year periods (a)
- ASSET AND WEALTH MANAGEMENT
- $1.9 billion in AUM including proprietary mutual funds
- Recently created WealthTrust strategy
(a) Source: Zacks, for the periods ended March 31, 2000.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 18
FINANCIAL SUMMARY
================================================================================
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, QUARTER ENDED OCTOBER 31, CAGR
------------------- ------------------------- ---------------------
1999 2000 1999 2000(a) FY99-FY00 1Q00-1Q01
------ ------- ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Private Client Group $ 188 $ 242 $ 47 $ 59 29% 26%
Fixed Income 169 144 34 42 (15) 24
Equity Capital Markets 48 61 13 17 27 31
Other 34 47 9 14 38 56
------ ------ ------ ------
Gross Revenues $ 439 $ 494 $ 103 $ 132 13% 28%
Interest Expense 53 72 15 22 36 47
------ ------ ------ ------
Net Revenues $ 386 $ 422 $ 88 $ 110 9% 25%
Pre-tax Income 74 72 12 18 (3) 50
Net Income $ 46 $ 45 $ 7 $ 11 (2)% 57%
====== ====== ====== ======
EPS $ 1.41 $ 1.53 $ 0.24 $ 0.39 9% 63%
Assets $1,598 $1,732 $1,600 $2,058 8% 29%
Equity 279 259 243 267 (7) 10
</TABLE>
(a) Excludes approximately $2.2 million of non-recurring expenses relating
to litigation settlement.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
15
<PAGE> 19
PROFITABILITY
================================================================================
PRE-TAX PROFIT MARGINS BASED ON
GROSS REVENUES
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
17% 18% 17% 19% 17%
</TABLE>
[CHART]
PRE-TAX RETURN ON EQUITY
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
29% 36% 30% 33% 27%
</TABLE>
[CHART]
(*) Figures for fiscal years ending July 31.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 20
================================================================================
FINANCIAL IMPACT
================================================================================
RICK HORSLEY
VICE CHAIRMAN &
EXECUTIVE FINANCIAL OFFICER
REGIONS FINANCIAL
CORPORATION
17
<PAGE> 21
KEY TRANSACTION TERMS
================================================================================
PURCHASE PRICE - $27 per share
- $789 million in aggregate
STRUCTURE - Choice between cash and Regions shares
- Fixed price structure
- Stock consideration to be tax-free
- Regions to finance approximately 75% through
cash election and/or stock repurchase
RETENTION POOL - 5.55 million Regions options
- Tiered 3-year vesting
OTHER - Purchase accounting
- Expected to close in the first quarter of 2001
- Morgan Keegan management representing 23% of
shares agreed to approve the deal
APPROVALS REQUIRED - Customary regulatory and Morgan Keegan
shareholder approvals
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
18
<PAGE> 22
ANALYSIS OF VALUATION
================================================================================
<TABLE>
<S> <C>
Aggregate Consideration $ 789
After-tax NPV of Retention 23
-----
$ 812
=====
</TABLE>
<TABLE>
<CAPTION>
STATISTIC
----------------------------------
MEDIAN FOR
AGGREGATE REGIONS/ COMPARABLE
DATA MORGAN KEEGAN TRANSACTIONS(a)
---------- ------------- ---------------
<S> <C> <C> <C>
LTM Net Income (10/31/00) $ 49 (b) 16.7 x 17.4 x
FY01 Net Income (7/31/01) 51 (b) (c) 15.8 16.1
Book Value (10/31/00) 267 3.04 3.35
Internal Rate of Return 16 - 17.5%
=========
</TABLE>
(a) Includes eight deals involving regional broker-dealers since
1997.
(b) Excludes non-recurring expenses.
(c) Source: Sidoti and Company dated September 8, 2000.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 23
SYNERGIES
================================================================================
CONSERVATIVE ASSUMPTIONS: SIGNIFICANT LONG-TERM UPSIDE
- EXPENSE SAVINGS: $14 MM PRE-TAX IN 2002
- 2.9% of Morgan Keegan and RICI LTM operating expense
- Combine back office
- Leverage Regions infrastructure
- REVENUE ENHANCEMENTS: $10 MM PRE-TAX IN 2002
- 2.4% of Morgan Keegan and RICI LTM net revenues
- Enhance opportunities for Regions brokers
- Improve share of municipal underwritings
- Introduce corporate finance products to Regions middle market
customers
- Access to Regions high net worth customers
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 24
EARNINGS IMPACT
================================================================================
<TABLE>
<CAPTION>
2001(a) 2002
-------- --------
<S> <C> <C>
Regions IBES EPS(b) $ 2.40 $ 2.60
Regions Net Income(b) $ 531 $ 576
Morgan Keegan Net Income(c) 41 59
After-Tax Synergies 3 15
Transaction Adjustments:
Financing(d) (20) (26)
Goodwill (19) (25)
-------- --------
$ 536 $ 599
======== ========
Pro Forma EPS:
GAAP $ 2.36 $ 2.61
Cash 2.58 2.86
% Change in:
GAAP EPS (1.8)% 0.2%
Cash EPS 1.4 4.0
</TABLE>
(a) Assume Morgan Keegan closes in first quarter of 2001.
(b) Based on median IBES 2001 estimates, grown at median IBES long-term
growth rate.
(c) Based on Sidoti and Company 2001 estimates grown at 10%.
(d) Assumes net issuance of 7.9 million shares (repurchase of 75% of shares
issued in transaction).
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
21
<PAGE> 25
CAPITAL STRUCTURE IMPACT
================================================================================
- PROPOSED FINANCING STRUCTURE:
<TABLE>
<S> <C> <C>
Cash / Senior Debt $ 483 61.2%
Tier II Capital 109 13.8
Common Stock 197 25.0
----- -----
$ 789 100.0%
</TABLE>
- PRO FORMA CAPITAL RATIOS:
<TABLE>
<CAPTION>
REGIONS PRO FORMA
9/30/00 3/31/01
------- ---------
<S> <C> <C>
Tangible Common Ratio 6.67% 6.02%
Leverage Ratio 6.95 6.52
Tier I Capital Ratio 9.49 8.88
</TABLE>
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
22
<PAGE> 26
================================================================================
SUMMARY
================================================================================
CARL JONES, JR.
CEO
REGIONS FINANCIAL
CORPORATION
23
<PAGE> 27
SUMMARY
================================================================================
- CREATES LEADING DIVERSIFIED FINANCIAL SERVICES COMPANY IN THE SOUTH
- ACCELERATES REGIONS' EARNINGS GROWTH
- BROADENS REGIONS' PRODUCT MIX
- EXCELLENT STRATEGIC AND CULTURAL FIT
- FAIRLY VALUED TRANSACTION
- LOW RISK INTEGRATION
- ACCRETIVE TO 2002 EPS
- ATTRACTIVE IRR
... A NATURAL COMBINATION FOR GROWTH
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 28
================================================================================
SUPPLEMENTAL INFORMATION
================================================================================
25
<PAGE> 29
FIXED INCOME
==============================================================================
MORGAN KEEGAN HAS A STRONG POSITION AS MANAGER FOR MIDDLE MARKET CORPORATE AND
MUNICIPAL BOND ISSUES IN THE SOUTH.
MUNICIPALS
[CHART]
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000 YTD
------ ------ ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Project Specific 306 359 470 378 336
General Purpose 64 73 101 102 73
Total Proceeds (in thousands) $6,855 $7,902 $13,840 $11,742 $8,918
</TABLE>
MORGAN KEEGAN RANK AND MARKET SHARE
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C>
Core Region (a)
Rank 1 1 1 1 1
Market Share 31.6% 26.7% 31.2% 24.9% 28.1%
Extended Region (b)
Rank 8 10 6 4 4
Market Share 14.5% 11.7% 14.9% 15.6% 15.4%
</TABLE>
(a) Core Region defined as AL, AR, KY, LA, MS and TN.
(b) Extended Region defined as Core Region plus GA, FL, NC and TX.
CORPORATES & AGENCIES
[CHART]
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000 YTD
------ ------ ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Agency 75 209 231 434 302
Other 17 26 53 82 60
Total Proceeds (in thousands) $3,385 $9,864 $10,855 $20,024 $10,968
</TABLE>
MORGAN KEEGAN RANK AND MARKET SHARE IN AGENCIES
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C>
Rank 19 10 18 13 12
Market Share 3.6% 6.4% 4.6% 7.0% 5.6%
</TABLE>
(*) Full credit to each
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 30
SUMMARY CORPORATE FINANCE ACTIVITY
================================================================================
EQUITY TRANSACTIONS
<TABLE>
<CAPTION>
1999 - 2000 YTD UNDERWRITING ROLE AVG. GROSS
-------------------- ----------------- AVG. DEAL FEE SPREAD/
INDUSTRY DEAL VALUE % LEAD CO-LEAD SIZE REVENUE PRICE
------------------ ---------- ------ ------ -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Consumer / Retail $ 379.7 8.2% -- 5 $ 75.9 $ 1.2 5.5%
Energy 317.9 6.9 1 5 53.0 0.6 4.6
Financial Services 1,107.6 24.0 -- 4 276.9 1.0 4.6
Healthcare 274.5 5.9 -- 1 274.5 0.5 3.7
Manufacturing 349.5 7.6 -- 3 116.5 1.1 5.6
Technology 1,982.6 42.9 -- 13 152.5 5.4 5.9
Transportation 101.1 2.2 -- 2 50.6 0.4 5.7
Other 106.0 2.3 -- 1 106.0 0.4 4.9
---------- ------ ----- ------- -------- -------- ---------
$ 4,618.9 100.0% 1 34 $ 132.0 $ 10.5 5.3%
========== ====== ===== ======= ======== ======== =========
</TABLE>
M&A
<TABLE>
<CAPTION>
1999 - 2000 YTD
--------------------- # OF
INDUSTRY DEAL VALUE % TRANSACTIONS
------------------ ---------- ----- ------------
<S> <C> <C> <C>
Financial Services $ 276.0 38.8% 3
Technology 352.5 49.6 5
Transportation 82.2 11.6 2
---------- ----- ------------
$ 710.8 100.0% 10
========== ===== ============
</TABLE>
N.B. All announced deals excluding deals withdrawn and deals without
deal value disclosure.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
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<PAGE> 31
RESEARCH
================================================================================
- DEDICATED FIXED INCOME AND EQUITIES TEAMS
- EQUITIES
- 12 industry sectors covered by 23 senior analysts
Biometrics & Natural Interface Tech.
Consumer Services
Digital Media and Entertainment
E-Learning
Transportation
Technology Distribution
Financial Services
Technology
Healthcare
Real Estate
Energy
Special Situations
- 6 analysts ranked by Wall Street Journal
- MORGAN KEEGAN'S FOCUS LIST OF STOCK RECOMMENDATIONS RANKED #1 PERFORMER
DURING THE ONE-YEAR AND FIVE-YEAR PERIODS (a)
(a) Period ending March 31, 2000.
[REGIONS LOGO] [MORGAN KEEGAN LOGO]
28
<PAGE> 32
Investors and security holders are advised to read the proxy
statement/prospectus regarding the proposed transaction referenced in this
presentation when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Regions and Morgan Keegan. Security holders may
receive a free copy of the proxy statement/prospectus (when available) and other
related documents filed by Regions and Morgan Keegan at the Commission's website
at http://www.sec.gov. Copies of the proxy statement/prospectus and other
related documents can also be obtained, without charge, by directing a request
to Regions Financial Corporation, 417 N. 20th Street, Birmingham, Alabama 35203,
Attention: Ronald C. Jackson (205-326-7374) or to Morgan Keegan, Inc., Fifty
North Front Street, Memphis, Tennessee 38103, Attention: Joseph C. Weller
(901-524-4100).
Morgan Keegan and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Morgan Keegan
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Morgan Keegan's
proxy statement for its 2000 annual meeting of stockholders filed with the
Commission on October 20, 2000. This document is available free of charge at the
Commission's website at http://www.sec.gov and/or from Morgan Keegan.
[Regions Logo] [Morgan Keegan Logo]
29
<PAGE> 33
EXHIBIT B
December 18, 2000
NEWS RELEASE
REGIONS FINANCIAL CORP.
REGIONS TO ACQUIRE MORGAN KEEGAN
- Creates leading diversified financial services company in the South
- Excellent strategic fit which accelerates Regions' wealth management
strategy
- Morgan Keegan is a premier regional broker-dealer
- Financially attractive
- Low-risk integration
Regions Financial Corp. (NASDAQ: RGBK) and Morgan Keegan, Inc. (NYSE: MOR) today
announced the signing of a definitive agreement under which Regions will acquire
the Memphis based Morgan Keegan. The acquisition will allow Regions to offer a
full range of retail and institutional brokerage and investment banking services
to its customers. Morgan Keegan will maintain its name and operate as a separate
subsidiary of Regions. Allen B. Morgan, Jr., currently Chairman and Chief
Executive Officer of Morgan Keegan, will continue in that capacity and will join
the Board of Directors of Regions.
"This transaction is about better serving our clients and accelerating our long
term earnings growth," Regions' President and Chief Executive Officer, Carl E.
Jones, Jr., explained. "The combined strengths of Regions and Morgan Keegan
coupled with a presence in the same regional markets means that we will be able
to offer our commercial, municipal, retail and private banking clients a broader
range of financial solutions and advisory services to satisfy their financial
needs. Our firms share a common commitment to providing the highest standard of
quality products and services to our regional customer base. I am excited about
the significant potential benefits from this transaction and, based on our
common operating culture and competitive strategies, I am convinced we can
realize them."
Allen Morgan said, "Regions is an ideal partner for Morgan Keegan. Together we
will create the full range financial services company our customers need and
want. Morgan Keegan significantly enhances Regions' retail and institutional
brokerage, fixed income and asset management capabilities and adds equity
capital markets, investment banking and mergers and acquisitions to Regions'
commercial and retail banking, trust, insurance and mortgage banking businesses.
Combining with Regions will provide us with a
<PAGE> 34
unique platform, which comes with being part of a large financial services
company. Retaining our identity as an independent operating subsidiary will set
us apart from other firms and will allow us to maintain our entrepreneurial
culture," Morgan Keegan's CEO concluded.
Under the terms of the agreement, Regions will pay $27.00 per share for each
Morgan Keegan share in a transaction valued at $789 million. In addition,
Regions has established an employee retention pool of 5.55 million stock options
for key employees of Morgan Keegan. Morgan Keegan executive officers and
directors, owning approximately 23% of the Morgan Keegan stock, have agreed to
vote in favor of the merger. Additionally, Regions and Morgan Keegan have
entered into a termination fee agreement under which Regions will receive a fee
of $25 million under certain circumstances in the event the transaction is
terminated.
The merger agreement provides for a tax-free exchange of Regions common shares
for shares of Morgan Keegan. The per share exchange ratio will be based on the
daily volume weighted average trading price per Regions share over the ten
trading days ending two days prior to the closing. In lieu of Regions shares,
Morgan Keegan shareholders may elect to receive $27.00 per share in cash at
closing subject to a maximum of 30% (which may be increased at Regions'
discretion) of Morgan Keegan's shares being exchanged for cash. Based on First
Call consensus estimates, the transaction is expected to be modestly dilutive to
Regions' 2001 earnings per share and accretive thereafter. The transaction will
be immediately accretive to Regions' cash earnings per share. As a result of
this transaction, Regions' non-interest income is expected to rise from
approximately 30% to approximately 40% of total revenue.
Regions' Board of Directors has authorized the Company to repurchase up to 100%
of the shares issued in connection with this transaction. These repurchases will
be in addition to Regions' previously announced repurchase plans. In addition,
Regions may purchase shares of common stock of Morgan Keegan, as well, prior to
consummation of the acquisition.
After the transaction, Morgan Keegan will become Regions' brokerage and capital
markets engine. As a result, Regions will merge its brokerage operations into
Morgan Keegan. This combination will result in a company with 54 offices
operating in 14 states with 961 Series 7 retail and institutional brokers. The
firm will maintain its headquarters in Memphis and the senior management of
Morgan Keegan will manage the combined operations of Morgan Keegan and Regions
Investment Company, Inc. "I am excited at the opportunities afforded Morgan
Keegan by the additional personnel and relationships which will come to our firm
with the merger with Regions" Allen Morgan said. "With our expanded capabilities
and access to Regions' customers, I am confident we can increase the penetration
in our commercial and retail businesses by offering a broader product array to
our joint customer bases," he concluded.
The acquisition, which will be accounted for as a purchase, is expected to close
during the first quarter of 2001, pending Morgan Keegan stockholder approval,
regulatory approval, as well as other customary conditions of closing.
<PAGE> 35
Regions and Morgan Keegan will host a conference call to discuss this
transaction at 10:30 a.m. (Eastern Standard Time) on December 18, 2000.
Investors, analysts and other interested parties may dial in the conference call
at 973-628-7055. In addition, a slide presentation containing information
related to the transaction will be available on Regions' Web site at
http://www.regionsbank.com shortly before the conference call. A replay of the
conference call will be available through January 12, 2001, by dialing
402-220-2922.
Morgan Keegan & Company, Inc. is one of the South's largest investment firms.
Through their 54 offices in 13 states, Morgan Keegan serves individual investors
in the Southern United States and institutional clients throughout the United
States and abroad. With more than 2,000 employees and over $250 million in
equity capital, Morgan Keegan is an established leader in the financial services
industry in the South.
Regions Financial Corporation is a $43.6 billion bank holding company providing
banking services from more than 750 offices in Alabama, Arkansas, Florida,
Georgia, Louisiana, South Carolina, Tennessee and Texas. Regions also provides
banking-related services in the fields of mortgage banking, insurance,
securities brokerage and mutual funds. Regions' common stock is traded in the
Nasdaq National Market System under the symbol RGBK.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the proposed transaction referenced in this press
release when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Regions and Morgan Keegan. Security holders may
receive a free copy of the proxy statement/prospectus (when available) and other
related documents filed by Regions and Morgan Keegan at the Commission's website
at http://www.sec.gov. Copies of the proxy statement/prospectus and other
related documents can also be obtained, without charge, by directing a request
to Regions Financial Corporation, 417 N. 20th Street, Birmingham, Alabama 35203,
Attention: Ronald C. Jackson (205-326-7374) or to Morgan Keegan, Inc., Fifty
North Front Street, Memphis, Tennessee 38103, Attention: Joseph C. Weller
(901-524-4100).
Morgan Keegan and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Morgan Keegan
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Morgan Keegan's
proxy statement for its 2000 annual meeting of stockholders filed with the
Commission on October 20, 2000. This document is available free of charge at the
Commission's website at http://www.sec.gov and/or from Morgan Keegan.
For additional information, visit Regions' Web site at
http://www.regionsbank.com or contact:
Media: For Regions, Kathie B. Martin at 205-326-7188
Investors: For Regions, Ronald C. Jackson at 205-326-7374
<PAGE> 36
FORWARD-LOOKING STATEMENTS:
The information contained in this press release may include forward-looking
statements that reflect Regions' current views with respect to future events and
financial performance. Regions' management believes that these forward-looking
statements are reasonable, however, you should not place undue reliance on these
statements as they are based only on current expectations and general
assumptions and are subject to various risks, uncertainties, and other factors
that may cause actual results to differ materially from the views, beliefs, and
projections expressed in such statements. Such forward-looking statements are
made in good faith by Regions pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
The words "believe", "expect", "anticipate", "project", and similar expressions
signify forward-looking statements. Readers are cautioned not to place undue
reliance on any forward-looking statements made by or on behalf of Regions. Any
such statement speaks only as of the date the statement was made. Regions
undertakes no obligation to update or revise any forward-looking statements.
Some factors which may affect the accuracy of our projections apply generally to
the financial services industry, including: (a) the easing of restrictions on
participants in the financial services industry, such as banks, securities
brokers and dealers, investment companies, and finance companies, may increase
our competitive pressures; (b) possible changes in interest rates may increase
our funding costs and reduce our earning asset yields, thus reducing our
margins; (c) possible changes in general economic and business conditions in the
United States and the Southeast in general and in the communities we serve in
particular may lead to a deterioration in credit quality, thereby increasing our
provisioning costs, or a reduced demand for credit, thereby reducing our earning
assets; (d) possible changes in trade, monetary and fiscal policies, laws, and
regulations, and other activities of governments, agencies, and similar
organizations, including changes in accounting standards, may have an adverse
effect on our business; and (e) possible changes in consumer and business
spending and saving habits could have an effect on our ability to grow our
assets and to attract deposits.
Other factors which may affect the accuracy of our projections are specific to
Regions, including: (i) the cost and other effects of material contingencies,
including litigation contingencies; (ii) our ability to expand into new markets
and to maintain profit margins in the face of pricing pressures; (iii) our
ability to keep pace with technological changes; (iv) our ability to develop
competitive new products and services in a timely manner and the acceptance of
such products and services by Regions' customers and potential Regions
customers; (v) our ability to effectively manage interest rate risk, credit risk
and operational risk; (vi) our ability to manage fluctuations in the value of
our assets and liabilities and off-balance sheet exposures so as to maintain
sufficient capital liquidity to support our business; and (vii) our ability to
achieve the earnings expectations related to the businesses that we have
recently acquired or may acquire in the future (including the Morgan Keegan
transaction), which in turn depends on a variety of factors, including: our
ability to achieve in a timely manner anticipated cost savings and revenue
enhancements with respect to acquired operations; the assimilation of acquired
operations to the Regions corporate culture, including the ability to instill
our credit practices and efficient approach to acquired operations; our ability
to retain existing customers and employees of acquired operations; and the
continued growth of the markets that the acquired entities serve, consistent
with recent historical experience.
