-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CH8xh6IuDLW4sUMxouyz7V7UUUNv3dNynEQeBO33GR0ClxwCF4V3Lz830UtglGhi kvCUjDB0zMkyhHDBX7bfyA== 0000950144-00-002922.txt : 20000307 0000950144-00-002922.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950144-00-002922 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-89759 FILED AS OF DATE: 20000303 EFFECTIVENESS DATE: 20000303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIONS FINANCIAL CORP CENTRAL INDEX KEY: 0000036032 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 630589368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-31752 FILM NUMBER: 561306 BUSINESS ADDRESS: STREET 1: PO BOX 10247 CITY: BIRMINGHAM STATE: AL ZIP: 35202 BUSINESS PHONE: 2059441300 MAIL ADDRESS: STREET 1: PO BOX 10247 CITY: BIRMINGHAM STATE: AL ZIP: 35202 FORMER COMPANY: FORMER CONFORMED NAME: FIRST ALABAMA BANCSHARES INC DATE OF NAME CHANGE: 19920703 S-3MEF 1 REGIONS FINANCIAL CORPORATION 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 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
- ---------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------- Common Stock 17,196 (1) $19.375 (2) $333,172.50 $87.96 - ----------------------------------------------------------------------------------------------------
(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. ------------ 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. 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:
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------ 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
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 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. EX-5 2 OPINION RE: LEGALITY 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 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 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 EX-24.1 4 POWER OF ATTORNEY 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 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. -----END PRIVACY-ENHANCED MESSAGE-----