<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2000
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) 944-1300
(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. [_]
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. [X] 333-89759
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
<PAGE> 2
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Shares Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Unit Price Registration Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 17,196 (1) $19.375 (2) $333,172.50 $87.96
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents only the additional number of shares being registered. Does not
include 61,000 shares registered pursuant to Registration Statement No.
333-89759 as to which a registration fee was previously paid.
(2) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the high and low reported sales price of Regions
common stock on March 3, 2000.
------------
<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register 15,400 additional shares of
Common Stock, par value $.625 per share, of Regions Financial Corporation (the
"Company"), for the offering pursuant to the Registration Statement on Form S-3
of the Company (File No. 333-89759) filed with the Securities and Exchange
Commission on October 27, 1999, as amended, which was previously declared
effective by the Commission on January 21, 2000. The information and contents of
the Registration Statement No. 333-89759 are hereby incorporated by reference
into this Registration Statement.
<PAGE> 4
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS.
All exhibits filed with or incorporated by reference into the Registration
Statement No. 333-89759 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------------
<S> <C>
5. -- Opinion re: legality.
23.1 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Lange, Simpson, Robinson & Somerville LLP -- included in
Exhibit 5.
24.1 -- Power of Attorney
</TABLE>
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on March 3, 2000.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
-----------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------- ------------------
*
- --------------------------- President and Chief Executive March 3, 2000
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and March 3, 2000
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
*
- --------------------------- Executive Vice President and March 3, 2000
Robert P. Houston Comptroller
(principal accounting officer)
*
- --------------------------- Director March 3, 2000
Sheila S. Blair
*
- --------------------------- Director March 3, 2000
James B. Boone, Jr.
*
- --------------------------- Director March 3, 2000
James S.M. French
*
- --------------------------- Director March 3, 2000
Olin B. King
<PAGE> 6
*
- --------------------------- Chairman of the Board March 3, 2000
J. Stanley Mackin and Director
*
- --------------------------- Director March 3, 2000
Michael W. Murphy
*
- --------------------------- Director March 3, 2000
Henry E. Simpson
*
- --------------------------- Director March 3, 2000
Lee J. Styslinger, Jr.
*
- --------------------------- Director March 3, 2000
W. Woodrow Stewart
*
- --------------------------- Director March 3, 2000
John H. Watson
*
- --------------------------- Director March 3, 2000
Robert J. Williams
*
- --------------------------- Director March 3, 2000
C. Kemmons Wilson, Jr.
* By /s/ Richard D. Horsley as attorney-in-fact March 3, 2000
pursuant to a power of attorney.
<PAGE> 1
EXHIBIT 5
[Letterhead of Lange, Simpson, Robinson & Somerville LLP]
March 3, 2000
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 registration statement no. 333-89759 and this
registration statement, under which Regions has registered under the Securities
Act of 1933 a total of 78,196 shares of Regions common stock (the "Shares") for
sale by Merrill Lynch International.
We have examined and are familiar with this registration statement and
registration no. 333-89759 on Form S-3 filed with the Securities and Exchange
Commission, as such registration statements have 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 are validly
authorized for issuance and when issued to Merrill Lynch International will be
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 up to 17,196 shares of its common stock and
to the incorporation by reference therein of our report dated March 11, 1999,
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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
February 29, 2000
<PAGE> 1
EXHIBIT 24.1
REGIONS FINANCIAL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstitution, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 17,196 shares of Regions Financial Corporation for sale
by a selling shareholder and to sign any and all amendments to such Registration
Statements.
SIGNATURE TITLE DATE
- ------------------------- ----------------------------- -----------------
/s/ Carl E. Jones, Jr.
- --------------------------- President and Chief Executive January 19, 2000
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
- --------------------------- Vice Chairman of the Board and January 19, 2000
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ Robert P. Houston
- --------------------------- Executive Vice President and January 19, 2000
Robert P. Houston Comptroller
(principal accounting officer)
/s/ Sheila S. Blair
- --------------------------- Director January 19, 2000
Sheila S. Blair
/s/ James B. Boone, Jr.
- --------------------------- Director January 19, 2000
James B. Boone, Jr.
/s/ James S.M. French
- --------------------------- Director January 19, 2000
James S.M. French
/s/ Olin B. King
- --------------------------- Director January 19, 2000
Olin B. King
/s/ J. Stanley Mackin
- --------------------------- Chairman of the Board January 19, 2000
J. Stanley Mackin and Director
/s/ Michael W. Murphy
- --------------------------- Director January 19, 2000
Michael W. Murphy
<PAGE> 2
/s/ Henry E. Simpson
- --------------------------- Director January 19, 2000
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
- --------------------------- Director January 19, 2000
Lee J. Styslinger, Jr.
/s/ W. Woodrow Stewart
- --------------------------- Director January 19, 2000
W. Woodrow Stewart
/s/ John H. Watson
- --------------------------- Director January 19, 2000
John H. Watson
/s/ Robert J. Williams
- --------------------------- Director January 19, 2000
Robert J. Williams
/s/ C. Kemmons Wilson, Jr.
- --------------------------- Director January 19, 2000
C. Kemmons Wilson, Jr.
