SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 15, 2002
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REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-31307 63-0589368
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
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(Address, including zip code, of principal executive office)
(205) 944-1300
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 15, 2002, Regions Financial Corporation issued $600,000,000 of
6.375% subordinated notes due 2012 in a public offering. We sold the
subordinated notes pursuant to an Underwriting Agreement, dated as of May 9,
2002, by and among Regions, J.P. Morgan Securities Inc., Morgan Keegan &
Company, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc. and UBS Warburg LLC. The Underwriting Agreement is filed herewith as
Exhibit 1.2. We received $594,570,000 in proceeds, before expenses, from the
sale of the subordinated notes.
The subordinated notes will mature on May 15, 2012, and were issued
pursuant to an Indenture, dated as of May 15, 2002, by and between Regions and
Deutsche Bank Trust Company Americas, as Trustee (the "Indenture"), and a
Supplemental Indenture, dated as of May 15, 2002, by and between Regions and
Deutsche Bank Trust Company Americas, as Trustee (the "Supplemental Indenture").
The Form of Indenture was filed as Exhibit 4.2 to Regions' Registration
Statement on Form S-3 (File No. 333-74102), as amended. The Supplemental
Indenture is filed herewith as Exhibit 4.14.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Description
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1.2 Underwriting Agreement for 6.375% Subordinated Notes due 2012, dated as
of May 9, 2002, by and among Regions Financial Corporation, J.P. Morgan
Securities Inc., Morgan Keegan & Company, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney Inc. and UBS Warburg
LLC.
4.14 Supplemental Indenture, dated as of May 15, 2002, by and between
Regions Financial Corporation and Deutsche Bank Trust Company Americas,
as Trustee.
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SIGNATURE
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
Date: May 17, 2002 By: /s/ Samuel E. Upchurch, Jr.
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Samuel E. Upchurch, Jr.
Executive Vice President, General Counsel
and Corporate Secretary
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INDEX TO EXHIBITS
Exhibit
No. Description
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1.2 Underwriting Agreement for 6.375% Subordinated Notes due 2012, dated as
of May 9, 2002, by and among Regions Financial Corporation, J.P. Morgan
Securities Inc., Morgan Keegan & Company, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney Inc. and UBS Warburg
LLC.
4.14 Supplemental Indenture, dated as of May 15, 2002, by and between
Regions Financial Corporation and Deutsche Bank Trust Company Americas,
as Trustee.
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