UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 1, 2004
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
417 North 20th Street, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 944-1300
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective on July 1, 2004, each of Regions Financial Corporation
("Regions") and Union Planters Corporation ("Union Planters"), merged into a new
company, New Regions Financial Corporation ("New Regions"), pursuant to the
Agreement and Plan of Merger dated as of January 22, 2004, by and between
Regions and Union Planters (the "Agreement") (the "Merger"). New Regions, which
is the surviving corporation in the Merger, was renamed "Regions Financial
Corporation" immediately following completion of the Merger. As a result of the
Merger, each share of Regions common stock was converted into the right to
receive 1.2346 shares of New Regions' common stock and each share of Union
Planters common stock was converted into the right to receive one share of New
Regions common stock.
The issuance of New Regions' common stock in the merger was registered
under the Securities Act of 1933, as amended, pursuant to New Regions'
registration statement on Form S-4 (File No. 333-113154) (the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") and
declared effective on April 29, 2004. The joint proxy statement/prospectus of
Regions and Union Planters included in the Registration Statement contains
additional information about the transaction and is incorporated by reference
herein.
The common stock, par value $.01 per share, of New Regions is deemed
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), pursuant to subsections (c) and (d) of Rule 12g-3
promulgated under the Exchange Act. New Regions' common stock has been approved
for listing on the New York Stock Exchange and will trade under the ticker
symbol "RF." The description of New Regions common stock set forth under the
caption "Description of New Regions' Capital Stock" in the joint proxy
statement/prospectus included in the Registration Statement is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Pursuant to Item 7(a)(4) of Form 8-K, historical financial
statements of Union Planters Corporation required by this Item 7(a)
will be filed by amendment to this Form 8-K as soon as practical, and
in any case not later than 60 days after the date that this report was
required to be filed.
(b) Pro forma financial information.
Pursuant to Items 7(b)(2) and 7(a)(4) of Form 8-K, unaudited
pro forma financial information required by this Item 7(b) will be
filed by amendment to this Form 8-K as soon as practical, and in any
case not later than 60 days after the date that this report was
required to be filed.
(c) Exhibits.
The exhibits listed in the exhibit index are included as
exhibits to this current report on Form 8-K.
SIGNATURES
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.
REGIONS FINANCIAL CORPORATION
By: /s/ Ronald C. Jackson
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Ronald C. Jackson
Senior Vice President and Comptroller
Date: July 1, 2004
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 22, 2004, by and
between Regions Financial Corporation and Union Planters Corporation,
incorporated by reference to Annex A of the joint proxy
statement/prospectus dated April 29, 2004, included in the registration
statement on Form S-4 of New Regions Financial Corporation
(Registration No. 333-113154).
99.1 Press Release dated July 1, 2004.