UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
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
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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
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(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
On July 1, 2004, Regions Financial Corporation ("Regions") filed a
current report on Form 8-K announcing that it had completed its merger with
former Regions Financial Corporation and Union Planters Corporation. In response
to Items 7(a) and 7(b) of such report, Regions stated that it would file the
financial information required by such items by amendment, as permitted by Item
7(a)(4) and Item 7(b)(2) of Form 8-K. This Amendment No. 1 to Form 8-K is being
filed to provide the required financial information.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Consolidated balance sheets of Union Planters
Corporation and subsidiaries as of December 31, 2003 and 2002,
and related consolidated statements of earnings, changes in
shareholders' equity, and cash flows for each of the three
years in the three year period ended December 31, 2003 are
included in this report as Exhibit 99.2 and incorporated
herein by reference in response to Item 9.01(a) (formerly Item
7(a)).
Unaudited consolidated balance sheet of Union
Planters Corporation and subsidiaries as of June 30, 2004 and
related unaudited consolidated statements of earnings, and
cash flows for the six month periods ended June 30, 2004 and
June 30, 2003, and related unaudited consolidated statement of
changes in shareholders' equity for the six month period ended
June 30, 2004, are included as Exhibit 99.3 and incorporated
herein by reference in response to Item 9.01(a) (formerly Item
7(a)).
(b) Pro forma financial information.
An unaudited pro forma combined condensed
consolidated statement of financial condition as of June 30,
2004, and unaudited pro forma combined condensed consolidated
statements of income for the six month period ended June 30,
2004 and the year ended December 31, 2003 are included as
Exhibit 99.4 and incorporated herein by reference in response
to Item 9.01(b) (formerly Item 7(b)).
(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: September 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.*
23.1 Consent of Independent Registered Public Accounting Firm.
99.1 Press Release dated July 1, 2004.*
99.2 Consolidated balance sheets of Union Planters Corporation and
subsidiaries as of December 31, 2003 and 2002, and related consolidated
statements of earnings, changes in shareholders' equity, and cash flows
for each of the three years in the three year period ended December 31,
2003.
99.3 Unaudited consolidated balance sheet of Union Planters Corporation and
subsidiaries as of June 30, 2004 and related unaudited consolidated
statements of earnings and cash flows for the six month periods ended
June 30, 2004 and June 30, 2003 and related unaudited consolidated
statement of changes in shareholders' equity for the six month period
ended June 30, 2004.
99.4 Unaudited pro forma combined condensed consolidated statement of
financial condition as of June 30, 2004, and unaudited pro forma
combined condensed consolidated statements of income for the six month
period ended June 30, 2004 and the year ended December 31, 2003.
* Previously filed.