SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2000
MORGAN KEEGAN, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 001-09015 62-1153850
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Fifty Front Street, Memphis, Tennessee 38103
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(Address, including zip code, of principal executive office)
(901) 524-4100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On December 17, 2000, Regions Financial Corporation ("Regions") and Morgan
Keegan, Inc. ("Morgan") entered into an Agreement and Plan of Merger (the
"Agreement"), pursuant to which Morgan will be acquired by Regions. The Boards
of Directors of Regions and Morgan approved the Agreement and the transactions
contemplated thereby at separate meetings.
In accordance with the terms of the Agreement, Regions will acquire Morgan
pursuant to the merger (the "Merger") of Morgan with and into Regions, with
Regions as the surviving entity resulting from the Merger.
Upon consummation of the Merger, each share of the $.625 par value common
stock of Morgan ("Morgan Common Stock") (excluding shares held by Morgan,
Regions, or any of their respective subsidiaries, in each case other than in a
fiduciary capacity or as a result of debts previously contracted) issued and
outstanding at the effective time of the Merger (the "Effective Time") shall,
subject to the election procedures described below, be converted into a multiple
(rounded to three decimal places) of a share (the "Merger Shares") of the $.625
par value common stock of Regions ("Regions Common Stock") equal to the quotient
obtained by dividing (i) $27.00 by (ii) the Average Price (as defined below)
(the "Exchange Ratio").
For purposes of the Agreement, the Average Price means the average of the
daily volume weighted averages of the trading prices of Regions Common Stock as
reported on the Nasdaq NMS (as reported by The Wall Street Journal or, if not
reported thereby, another authoritative source agreed to by Morgan and Regions)
for the ten consecutive full trading days in which such shares are traded on the
Nasdaq NMS ending at the close of trading on the second full trading day
immediately preceding the Effective Time.
In lieu of receiving any Merger Shares, each holder of Morgan Common Stock
may elect to receive cash consideration for such holder's shares of Morgan
Common Stock. At the Effective Time, such holders shall receive an amount in
cash in respect of each share of Morgan Common Stock that is so converted equal
to $27.00. The aggregate amount of cash that shall be issued in the Merger to
satisfy such elections, together with any other cash amounts to be paid in lieu
of fractional shares issued pursuant to the Merger, shall not exceed 30% (which
may be increased by Regions in its sole discretion to 45%) of the aggregate
consideration paid by Regions in the Merger.
At the Effective Time, all rights with respect to Morgan Common Stock,
pursuant to stock options, stock appreciation rights, or stock awards granted by
Morgan under the existing stock plans of Morgan which are outstanding at the
Effective Time, whether or not exercisable, shall be converted into and become
rights with respect to Regions Common Stock on a basis that reflects the
Exchange Ratio.
Regions is also establishing at the Effective Time a retention bonus pool
consisting of stock options to purchase 5,612,500 shares of Regions Common Stock
to be allocated among key employees of Morgan and its subsidiaries at the
Effective Time. Regions is also entering into employment agreements with five
senior executives of Morgan.
The Merger is intended to constitute a tax-free transaction under the
Internal Revenue Code of 1986, as amended, and be accounted for as a purchase.
Consummation of the Merger is subject to various conditions, including: (i)
receipt of the approval by the stockholders of Morgan of the Agreement; (ii)
receipt of certain regulatory approvals from the Board of Governors of the
Federal Reserve System, the National Association of Securities Dealers, Inc.,
certain state regulatory authorities, and certain other regulatory authorities;
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(iii) receipt of opinions of counsel as to the tax-free nature of certain
aspects of the Merger; (iv) the effectiveness of a registration statement filed
under the Securities Act of 1933, as amended, to register the Merger Shares; and
(v) satisfaction of certain other conditions.
Regions and Morgan have entered into a termination fee agreement (the
"Termination Fee Agreement") that provides for the payment of a fee by Morgan to
Regions in the amount of $25 million in certain circumstances when the Merger is
not consummated and the Agreement is terminated and Morgan enters into a
business combination with a third party within 12 months after the termination
of the Agreement. Regions and the directors and certain executive officers of
Morgan have also entered into support agreements pursuant to which such
individuals have agreed to vote in favor of the Merger.
The Agreement and the Merger will be submitted for approval at a meeting of
the stockholders of Morgan. Prior to such stockholders meeting, Regions will
file a registration statement with the Securities and Exchange Commission
registering under the Securities Act of 1933, as amended, the shares of Regions
Common Stock to be issued in exchange for the outstanding shares of Morgan
Common Stock. Such shares of stock of Regions will be offered to the Morgan
stockholders pursuant to a prospectus that will also serve as a proxy statement
for the meeting of the stockholders of Morgan.
A copy of a joint news release (the "News Release") relating to the Merger
is being filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The exhibits listed in the exhibit index are furnished as a
part of this current report on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MORGAN KEEGAN, INC.
(Registrant)
By: /s/ Joseph W. Weller
Joseph W. Weller
Executive Vice President and
Chief Financial Officer
Date: December 19, 2000
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INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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99.1 Text of News Release, Dated December 18, 2000
issued jointly by Regions Financial Corporation
and Morgan Keegan, Inc.
