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Rule 424(b)(3)
Registration Nos. 333-89759
333-31752
PROSPECTUS
REGIONS FINANCIAL CORPORATION
75,840 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.
Regions common stock is traded on the Nasdaq National Market under the
symbol "RGBK." On March 3, 2000, the last reported sales price of Regions common
stock, as reported on the Nasdaq National Market, was $19.31.
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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 March 6, 2000.
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THE COMPANY
Regions is a regional bank holding company organized and existing under the
laws of the state of Delaware and headquartered in Birmingham, Alabama, with
approximately 760 banking offices located in Alabama, Arkansas, Florida,
Georgia, Louisiana, South Carolina, Tennessee, and Texas as of December 31,
1999. At that date, Regions had total consolidated assets of approximately $42.7
billion, total consolidated deposits of approximately $30.0 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.
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SELLING SHAREHOLDER
The following table sets forth certain information with respect to the
ownership of the shares as of March 6, 2000, 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 Shares (2) Percent(2)
Merrill Lynch 75,840 * 75,840 -0- -0-
International
</TABLE>
* Less than .1%.
(1) On January 31, 2000, there were 221,783,565 shares of Regions common stock
outstanding.
(2) Assumes that all shares being registered are sold.
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. Such shares were acquired by the Selling Shareholder from Regions
in connection with the contractual settlement of a transaction between the
Selling Shareholder and Regions. Pursuant to this transaction, which was
entered into by Regions as part of its stock repurchase strategy, Regions had
the right to settle amounts owed by it to the Selling Shareholder in either
common stock or cash.
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
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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.
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EXPERTS
The consolidated financial statements of Regions, incorporated by reference
in Regions' Annual Report (Form 10-K) for the year ended December 31, 1998, have
been audited by Ernst & Young LLP, independent auditors, for the periods
indicated in their report thereon incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm 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 March 6,
2000, attorneys in the law firm of Lange, Simpson, Robinson & Somerville LLP
owned an aggregate of 241,481 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/A Quarters ended March 31 and June 30,
1999
Quarterly Report on Form 10-Q Quarter ended September 30, 1999
Current Report on Form 8-K October 18, 1999
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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.
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 March 6, 2000. You should not assume that the information
contained in this Prospectus is accurate as of any date other than that date.
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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
THE COMPANY ............................................................ 2
USE OF PROCEEDS ........................................................ 2
SELLING SHAREHOLDER .................................................... 3
PLAN OF DISTRIBUTION ................................................... 3
EXPERTS ................................................................ 5
LEGAL OPINION .......................................................... 5
WHERE YOU CAN FIND MORE INFORMATION .................................... 5
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