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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 0-6159
A. Full title of the plan and address, if different from that of the
issuer named below:
FIRST COMMERCIAL CORPORATION
401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REGIONS FINANCIAL CORPORATION
P. O. BOX 10247
BIRMINGHAM, ALABAMA 35202
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First Commercial Corporation 401(k) Plan
Audited Financial Statements and Supplemental Schedule
Year ended December 31, 1999 and as of December 31, 1998
The following report of independent auditors and financial statements of the
registrant are submitted herewith:
<TABLE>
<S> <C>
Report of Independent Auditors..........................................1
Statements of Net Assets Available for Benefits.........................2
Statement of Changes in Net Assets Available for Benefits...............3
Notes to Financial Statements...........................................4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year..........9
</TABLE>
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Report of Independent Auditors
Regions Financial Corporation
First Commercial Corporation 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of the First Commercial Corporation 401(k) Plan (the Plan) as of December 31,
1999, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of the Plan as
of December 31, 1998, were audited by other auditors whose report dated June 9,
1999, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1999, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young
Birmingham, Alabama
June 23, 2000
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First Commercial Corporation 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and equivalents $ 41,013 $ --
Employer contributions receivable 655,242 1,306,218
Interest and dividend income receivable 45,192 564,772
Investments, at fair value 74,991,296 118,280,891
------------ ------------
Total Assets 75,732,743 120,151,881
LIABILITIES
Accrued liabilities -- 33,077
------------ ------------
Total Liabilities -- 33,077
Net assets available for benefits $ 75,732,743 $120,118,804
============ ============
</TABLE>
See accompanying notes.
2
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First Commercial Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ADDITIONS
Contributions from employers $ 1,024,970
Contributions from participants 2,343,685
Investment income 658,665
------------
4,027,320
DEDUCTIONS
Benefits paid 20,220,086
Net depreciation in fair value of investments,
including realized gains and losses 28,193,295
------------
48,413,381
------------
Net decrease 44,386,061
Net assets available for benefits at beginning of
year 120,118,804
------------
Net assets available for benefits at end of year $ 75,732,743
============
</TABLE>
See accompanying notes.
3
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First Commercial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of First Commercial Corporation 401(k) Plan (the Plan)
have been prepared on the accrual basis of accounting. Certain amounts in the
prior year's financial statements have been reclassified to conform with the
1999 presentation. These reclassifications had no effect on net assets.
INVESTMENTS
Investments are stated at aggregate fair value as determined by Regions Bank
(the Trustee), a subsidiary of Regions Financial Corporation. Securities which
are traded on a national securities exchange are valued at the last reported
sales price on the last business day of the year. Investments traded in the
over-the-counter market are valued at the average of last reported bid and ask
prices and listed securities for which no sale was reported on that date are
valued at last reported sales price. Loans are valued at fair value, which is
approximated by cost.
ADMINISTRATIVE EXPENSES
All expenses incurred in the administration of the Plan including trustee fees,
legal and accounting fees, are paid directly by Regions Financial Corporation
(the Company).
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First Commercial Corporation 401(k) Plan
Notes to Financial Statements
(Continued)
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan covers
employees of Regions Financial Corporation that were employed by the former
entity, First Commercial Corporation, which was acquired by Regions in 1998.
Eligible employees must be 21 years of age or over, have worked a minimum of 90
days, are scheduled to work at least 25 hours per week per year and are eligible
to make contributions to the Plan and to receive employer matching
contributions. After one year of service, employees over the age of 21 are
eligible to receive employer matching contributions and discretionary employer
contributions. No new participants entered the FCC 401(k) Plan after December
31, 1999.
CONTRIBUTIONS
The employee may contribute a maximum of 15% of his/her annual salary. The
Company will match 30% and 40% for participants who have been employed by the
Company for less than five and over five years, respectively, of each employee's
contribution not in excess of 6% of annual salary. The Company contributes
401(k) discretionary contributions at the option of the Company's board of
directors.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan investment results.
Employer discretionary payments are distributed to participants based on years
of service and base salary. Allocations are based on participant earnings or
account balances, as defined. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company discretionary
contributions. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
5
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First Commercial Corporation 401(k) Plan
Notes to Financial Statements
(Continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately vested in the Company's 401(k) contribution and
their contributions plus actual earnings thereon. Vesting in the Company
profit-sharing contribution portion of their accounts plus actual earnings
thereon is based on five years continuous service.
PARTICIPANT LOANS
Participants may borrow from these accounts a minimum of $500 up to a maximum
equal to the lesser of $50,000 or 50% of their vested account balance. The
maximum loan term for a general loan is five years or up to thirty years for
the purchase of a primary residence. The loans are secured by the balance in the
participants account and bear interest rates at 9.5%. Principal and interest is
paid through monthly payroll deductions.
PAYMENT OF BENEFITS
Benefits from the Plan are distributed at death, disability, retirement,
termination of employment, age 59 1/2 or upon incurring a hardship. Benefits are
distributed in cash or Regions Financial Corporation common stock. The
distribution (100%) is made within 60 days of retirement, death or permanent
disability and within 90 days after the Plan's year-end of the year in which the
participant terminates his employment with the Company.
Distribution of stock to participants represents the market value of the
Company's common stock at the date of distribution plus any cash distributed
for fractional shares.
PLAN TERMINATION
On July 31, 1998, First Commercial Corporation merged with and into Regions
Financial Corporation. First Commercial Corporation 401(k) Plan was merged with
and into Regions Financial Corporation Profit Sharing Plan on April 1, 2000.
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First Commercial Corporation 401(k) Plan
Notes to Financial Statements
(Continued)
3. INVESTMENTS
Regions Bank serves as corporate trustee and custodian of the Plan holding the
Plan's investment assets and executing transactions therein. All investments
held by the Plan are participant directed. Participants have the option to
direct their fund account assets into the following eight funds: Federated
International Equity Fund, Regions Balanced Fund, Regions Growth Fund, Regions
Value Fund, Regions Aggressive Growth Fund, Regions Limited Maturity Government
Fund, Regions Fixed Income Fund and Regions Financial Stock Fund. Regions Bank
serves as the investment adviser to the Regions mutual funds which are managed
by Federated Securities Corporation, Pittsburgh, Pennsylvania.
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------ ------------
<S> <C> <C>
Regions Growth Fund $ 10,225,521 $ --
Regions Aggressive Growth Fund 5,551,062 --
Regions Treasury Money Market Fund 5,249,117 6,613,870
Regions Financial Stock Fund 46,204,090 --
Employee Benefit Common Stock Fund -- 7,537,177
Common Stock-employer -- 90,912,668
</TABLE>
4. FEDERAL INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated December 19, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. The Plan has been amended since receiving the
determination letter. The Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
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First Commercial Corporation 401(k) Plan
Notes to Financial Statements
(Continued)
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the year ended December 31, 1999, substantially all investment
transactions were with investment funds managed by Regions Bank and are
therefore parties-in-interest transactions. Common stock previously held by the
Plan was transferred to the Regions Financial Stock Fund.
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First Commercial 401(k) Plan
(Plan Number 004)
(Employer Identification Number 71-0139201)
Schedule H, Line 4(i)
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(B) IDENTITY OF ISSUE, (C) DESCRIPTION OF INVESTMENT,
BORROWER, LESSOR, OR (INCLUDING MATURITY DATE, RATE (E) CURRENT
SIMILAR PARTY OF INTEREST, COLLATERAL, AND PAR OR VALUE
(a) MATURITY VALUE)
---------------------------- ----------------------------------- ------------
<S> <C> <C>
* Regions Financial Corporation Balanced Fund $ 828,704
* Regions Financial Corporation Ltd. Maturity Government Fund 194,544
* Regions Financial Corporation Growth Fund 10,225,521
* Regions Financial Corporation Value Fund 446,560
* Regions Financial Corporation Fixed Income Fund 2,673,572
* Regions Financial Corporation Treasury Money Market Fund 5,249,117
* Regions Financial Corporation Financial Stock Fund 46,204,090
* Regions Financial Corporation Aggressive Growth Fund 5,551,062
Federated International Equity Fund 2,522,871
Loans to Participants Interest rate ranges from 6% to 8% 1,095,255
------------
$ 74,991,296
============
</TABLE>
* Indicates a party-in-interest to the Plan
Note: Column (d) has not been presented since all investments are
participant directed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the First
Commercial Corporation 401(k) Plan Benefits Committee has duly caused the annual
report to be signed by the undersigned thereunto duly authorized.
FIRST COMMERCIAL CORPORATION 401(k) PLAN
REGIONS FINANCIAL CORPORATION
Date: June 28, 2000 By: /s/ William Michael Head
---------------- -------------------------
William Michael Head
Executive Vice President - Human Resources
Regions Financial Corporation
