Filed by Regions Financial Corporation
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: AmSouth Bancorporation (Commission File No. 1-7476)
[REGIONS LOGO] [AMSOUTH LOGO]
FOR IMMEDIATE RELEASE
Contact:
REGIONS FINANCIAL: AMSOUTH BANK:
MEDIA RELATIONS: MEDIA RELATIONS:
Sonya L. Smith, 205-244-2859 Rick Swagler, (205) 801-0105
Sonya.smith@regions.com rick.swagler@amsouth.com
or or
INVESTOR RELATIONS: INVESTOR RELATIONS:
Jenifer G. Kimbrough, 205-244-2823 List Underwood, (205) 801-0265
jenifer.kimbrough@regions.com lunderwo@amsouth.com
REGIONS AND AMSOUTH COMMIT TO INVEST $100 BILLION IN COMMUNITY
DEVELOPMENT, SMALL BUSINESSES, AND HOUSING
BIRMINGHAM, Ala., July 11, 2006 - Regions Financial Corp (NYSE: RF). and AmSouth
Bancorporation (NYSE: ASO) today announced a commitment to invest at least $100
billion over the next seven years across the Southeast, Midwest and Texas to
support community development, small business lending and mortgage lending for
low-income communities and borrowers.
Regions and AmSouth announced their proposed merger on May 25, and the
transaction is expected to close in the fourth quarter of 2006 subject to
shareholder and regulatory approvals. The joint commitment announced today is
contingent on the transaction closing.
"This is a concrete example of the new Regions' commitment to our
communities and illustrates how combining these two great institutions will
create a stronger future for our communities," said Jackson W. Moore, chairman,
president and CEO of Regions.
"Both companies have been leaders in community development and we intend
to continue and expand our commitment to strengthening communities, helping
people buy homes, and supporting small businesses, particularly in low- and
moderate-income areas," said Dowd Ritter, chairman, president and CEO of
AmSouth.
Highlights of the commitment include:
o At least $50 billion in loans to small businesses;
o At least $40 billion in mortgages to low- and moderate-income
families or families in low- and moderate-income neighborhoods;
o At least $10 billion in community development lending and
investments;
o Formation of the Regions Community Development Corporation to
provide technical assistance to nonprofit organizations;
o Promoting responsible lending practices and fair lending
initiatives; and
o Expanded homeownership and financial literacy programs.
"The Regions Community Development Corporation will expand our impact
beyond the $100 billion commitment by empowering neighborhood and community
organizations in each of our 16 states to help many more people in low- and
moderate-income areas," Ritter said.
The new Regions CDC will follow the successful model of the AmSouth
Community Development Corporation, which has supported a broad range of efforts
to expand financing and technical assistance to community organizations and
increase the renovation or construction of affordable housing and revitalization
of low-income communities.
AmSouth and Regions both have strong histories of supporting their
communities with generous charitable contributions. In 2005, AmSouth, Regions,
and their foundations contributed approximately $14 million to support
education, arts and culture, health and human services, and community and
economic development.
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The new Regions will be one of the top 10 U.S. bank holding companies and
will have almost $140 billion in assets, hold nearly $100 billion in deposits
and operate 2,000 branches in 16 states across the South, Midwest and Texas.
Moore will be chairman of the combined company and Ritter will be the president
and chief executive officer of Regions.
ABOUT REGIONS FINANCIAL CORPORATION
Regions Financial Corporation (NYSE: RF), headquartered in Birmingham,
Ala., is a full-service provider of retail and commercial banking, trust,
securities brokerage, mortgage and insurance products and services. Regions had
$84.6 billion in assets as of March 31, 2006, making it one of the nation's top
15 banks. Regions' banking subsidiary, Regions Bank, operates some 1,300 offices
and a 1,600-ATM network across a 16-state geographic footprint in the South,
Midwest and Texas. Its investment and securities brokerage, trust and asset
management division, Morgan Keegan & Company Inc., provides services from over
300 offices. Additional information about Regions, which is a member of both the
Forbes and Fortune 500, can be found at WWW.REGIONS.COM.
ABOUT AMSOUTH
AmSouth is a regional bank holding company with $53 billion in assets,
more than 680 branch banking offices and 1,200 ATMs. AmSouth operates in
Florida, Tennessee, Alabama, Mississippi, Louisiana and Georgia. AmSouth is a
leader among regional banks in the Southeast in several key business segments,
including consumer and commercial banking, small business banking, mortgage
lending, equipment leasing, and trust and investment management services.
AmSouth also offers a complete line of banking products and services at its web
site, WWW.AMSOUTH.COM.
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
expectations 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 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 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.
ADDITIONAL INFORMATION
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
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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 Web site (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
Web site (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.
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