SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 22, 2004
REGIONS FINANCIAL CORPORATION
(Exact Name of Company as specified in its charter)
Delaware
(State of Incorporation)
0-6159 63-0589368
(Commission File Number) (IRS Employer
Identification Number)
417 North 20th Street, Birmingham, Alabama 35203
(Address of Principal Executive Offices)
Company's telephone number, including area code:
(205) 944-1300
ITEM 5. OTHER EVENTS.
MERGER AGREEMENT
On January 23, 2004, Regions Financial Corporation, a Delaware
corporation (the "Company"), and Union Planters Corporation, a Tennessee
corporation ("Union Planters"), announced that they had entered into a
definitive Agreement and Plan of Merger, dated as of January 22, 2004 (the
"Merger Agreement"), pursuant to which the Company and Union Planters will each
be merged with and into a newly-formed holding company to be organized under
Delaware law ("Newco"), with Newco as the surviving entity. Upon the completion
of the transactions contemplated by the Merger Agreement, each share of the
Company's common stock issued and outstanding will be converted into the right
to receive 1.2346 shares of Newco common stock, and each share of Union
Planters' common stock issued and outstanding will be converted into the right
to receive 1 share of Newco common stock. The combined enterprise will be known
as Regions Financial Corporation from and after the closing. The foregoing
description of the Merger Agreement is qualified in its entirety by reference
to the full text of such agreement, a copy of which is filed as Exhibit 2.1
hereto and which is incorporated by reference herein.
POSSIBLE SHARE REPURCHASES
The Merger Agreement permits both the Company and Union Planters to
continue to repurchase their own shares in accordance with previously announced
repurchase plans. The Company has been authorized by its board of directors to
repurchase approximately 12.6 million shares of Company common stock. As of
January 22, 2004, the Company had repurchased approximately 1.4 million shares
of Company common stock. Subject to market conditions, the Company may in the
future from time to time bid for or repurchase shares of its common stock.
Union Planters has advised the Company that (i) Union Planters has been
authorized by its board of directors to repurchase shares of its common stock
from time to time, and has remaining authorization from its board of directors
to repurchase approximately 24.7 million shares of Union Planters' common stock,
(ii) in addition, in connection with settling an accelerated share repurchase
program completed in December 2003, the counterparty to that program is expected
to purchase approximately 1.5 million shares of Union Planters common stock
under Union Planters' direction, and (iii) subject to market conditions, Union
Planters may in the future from time to time bid or repurchase shares of its
common stock, including in connection with other accelerated share repurchase
programs.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGIONS FINANCIAL CORPORATION
By: /s/ Carl E. Jones, Jr.
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Name: Carl E. Jones, Jr.
Title: Chairman of the Board, President,
and Chief Executive Officer
Date: January 29, 2004
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
2.1 Agreement and Plan of Merger by and between Union Planters Corporation and Regions Financial Corporation, dated
as of January 22, 2004.