UNITED STATES
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): May 24, 2006
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-6159
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63-0589368 |
(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 417 North 20th Street
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35203 |
| Birmingham, Alabama
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (205) 944-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01 OTHER EVENTS.
On May 25, 2006, Regions Financial Corporation (“Regions Financial”) and AmSouth
Bancorporation (“AmSouth”) issued a joint press release announcing the execution of the
Agreement and Plan of Merger, dated as of May 24, 2006, between Regions Financial and AmSouth.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Additionally, Regions Financial hereby files the Investor Presentation attached hereto as Exhibit
99.2.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
The proposed Merger will be submitted to Regions Financial’s and AmSouth’s stockholders for their
consideration. Regions Financial will file a registration statement, which will include a joint
proxy statement/prospectus to be sent to each company’s stockholders, and each of Regions Financial
and AmSouth may file other relevant documents concerning the proposed Merger with the SEC.
Stockholders are urged to read the registration statement and the joint proxy statement/prospectus
regarding the proposed Merger when they become available and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents, because they will
contain important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about Regions Financial and
AmSouth, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these
documents, free of charge, by accessing Regions Financial’s website (http://www.Regions.com) under
the tab “Investor Relations” and then under the heading “SEC Filings”, or by accessing AmSouth’s
website (http://www.AmSouth.com) under the tab “About AmSouth”, then under the tab “Investor
Relations” and then under the heading “SEC Filings”.
Regions Financial and AmSouth and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of Regions Financial and/or
AmSouth in connection with the proposed Merger. Information about the directors and executive
officers of Regions Financial is set forth in the proxy statement for Regions Financial’s 2006
annual meeting of stockholders, as filed with the SEC on April 5, 2006. Information about the
directors and executive officers of AmSouth is set forth in the proxy statement for AmSouth’s 2006
annual meeting of stockholders, as filed with the SEC on March 16, 2006. Additional information
regarding the interests of those participants and other persons who may be deemed participants in
the transaction may be obtained by reading the joint proxy statement/prospectus regarding the
proposed Merger when it becomes available. You may obtain free copies of these documents as
described above.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements made pursuant to the safe-harbor provisions
of the Private Securities Litigation Act of 1995. These include statements as to the benefits of
the proposed merger between Regions Financial and AmSouth (the “Merger”), including future
financial and operating results, cost savings, enhanced revenues and the accretion/dilution to
reported earnings that may be realized from the Merger as well as other statements of expecta-
tions regarding the Merger and any other statements regarding future results or expectations.
These statements involve risks and uncertainties that may cause results to differ materially from
those set forth in these statements. Regions Financial and AmSouth caution readers that results
and events subject to forward-looking statements could differ materially due to the following
factors, among others: the risk that the businesses of Regions Financial and/or AmSouth in
connection with the Merger will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from
the Merger may not be fully realized or realized within the expected time frame; revenues following
the Merger may be lower than expected; customer and employee relationships and business operations
may be disrupted by the merger; the ability to obtain required governmental and stockholder
approvals, and the ability to complete the merger on the expected timeframe; possible changes in
economic and business conditions; the existence or exacerbation of general geopolitical instability
and uncertainty; the ability of Regions Financial and AmSouth to integrate recent acquisitions and
attract new customers; possible changes in monetary and fiscal policies, and laws and regulations;
the effects of easing of restrictions on participants in the financial services industry; the cost
and other effects of legal and administrative cases; possible changes in the credit worthiness of
customers and the possible impairment of collectibility of loans; the effects of changes in
interest rates and other risks and factors identified in each company’s filings with the Securities
and Exchange Commission (the “SEC”). Regions Financial and AmSouth do not undertake any obligation
to update any forward-looking statement, whether written or oral, relating to the matters discussed
in this news release.
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 thereunto duly authorized, on this 24th
day of May, 2006.
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REGIONS FINANCIAL CORPORATION |
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By:
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/s/ D. Bryan Jordan |
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Name:
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D. Bryan Jordan |
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Title:
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Executive Vice President and Chief Financial Officer |