Filed by Union Planters 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 Companies: Union Planters Corporation (Commission File No. 1-10160)
Regions Financial Corporation (Commission File No. 0-6159)
On January 23, 2004, Union Planters Corporation issued the following press
release:
[Regions Logo] [Union Planters Logo]
INVESTOR RELATIONS CONTACTS: REGIONS FINANCIAL CORP.:
Jenifer M. Goforth
205/244-2823
UNION PLANTERS CORP.:
Richard Trigger
901/580-5977
MEDIA RELATIONS CONTACTS: REGIONS FINANCIAL CORP.:
Kristi Lamont Ellis
205/326-7179
UNION PLANTERS CORP.:
Victor Rocha
901/580-5344
JAN. 23, 2004
REGIONS AND UNION PLANTERS TO MERGE,
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CREATE NEW REGIONAL FORCE IN BANKING & FINANCIAL SERVICES;
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EXPECTED TO BE CASH ACCRETIVE IN 2004
-------------------------------------
BIRMINGHAM, ALA., AND MEMPHIS, TENN. JAN. 23, 2004 - Regions Financial Corp.
(NYSE:RF) (Regions) and Union Planters Corp. (NYSE:UPC) (Union Planters) have
signed a definitive merger agreement, creating the 12th largest bank holding
company nationwide in terms of deposits.
The new company, which will be known as Regions Financial Corporation, will
offer its 5.1 million customers greater value and convenience through an
expanded branch and ATM network and a wide array of services and products in
retail, small business, private and corporate banking; asset and wealth
management; and securities brokerage.
Upon completion of the transaction, Regions will have total deposits of $56
billion across a 15-state network of 1,400 banking branches, 1,700 ATMs, and
over 140 brokerage offices. The new company will enjoy the No. 1 market position
in the combined mid-South region of Alabama, Arkansas, Georgia, Louisiana,
Mississippi and Tennessee. In addition, the company will have meaningful
positions in surrounding high growth markets with significant opportunity for
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Jan. 23, 2004
Page Two
investment. The combined company, with total assets of $81 billion and a market
capitalization of $14 billion, and its banking operations will be headquartered
in Birmingham. Morgan Keegan, as well as the combined mortgage business, will be
headquartered in Memphis.
"The combination of our two companies will create a new regional force in the
banking and financial services industry and further our respective strategic
objectives," said Carl E. Jones Jr., chairman, president and chief executive
officer of Regions. "We believe this combination presents broader and deeper
choices for our customers and expanded opportunities for our associates, as well
as significant benefits for shareholders of both companies.
"We will enjoy a powerful combination of high-return, low-risk markets where we
have leading market shares, a strong presence in high-growth and high-potential
markets, and the leading securities brokerage company in the South," he said.
Jackson W. Moore, chairman, president and chief executive officer of Union
Planters, agreed, adding, "Although we will be creating one of the largest
financial services companies in the United States, this combination is bigger
than just the numbers.
"Success in mergers goes beyond size - success is about an unwavering focus on
customers, associates and communities," Moore said. "I am proud to say that both
Union Planters and Regions share this focus as part of our similar business
models and complementary corporate cultures. Success is also about taking
appropriate advantage of market opportunities, and we see significant
opportunity to leverage our complementary business lines across a larger
customer and geographic base.
"Customers will be our top priority, and we will select the best people,
products and technology from both companies to provide our customers with the
best service and value possible," Moore said. "We believe this is the best way
to position the combined company for further growth and to create shareholder
value."
Terms of the agreement call for the formation of a new holding company named
Regions Financial Corporation. In the transaction, each share of Union Planters
common stock will be converted into one share of the new company stock and each
share of Regions common stock will be converted into 1.2346 shares of the new
company common stock. The transaction is expected to close in mid 2004, subject
to customary regulatory and shareholder approvals.
As part of the transaction, the new company intends to pay a cash dividend of
$0.3334 per share per quarter, which is the current Union Planters dividend
rate. Consistent with this rate, Regions has declared a special cash dividend of
$0.0816 per share payable on April 1, 2004, to shareholders of record on March
18, 2004. This dividend will be in addition to Regions' recently declared cash
dividend of $0.33 per share announced on Jan. 22, 2004, resulting in a total
Continued Next Page
Jan. 23, 2004
Page Three
quarterly cash dividend of $0.4116 per share. Regions intends to maintain the
dividend rate of $0.4116 per share per quarter until the transaction is
completed.
The combination is expected to be cash accretive to shareholders of both
companies in 2004 and at least 5 percent cash accretive in 2005. In addition,
the transaction is expected to be GAAP accretive to shareholders of both
companies in 2005. The financial projections for 2005 anticipate that only 60
percent of the projected cost savings will have been realized. The companies
expect the merger integration process to be completed during 2006. "We will
approach the integration carefully and intelligently so that we can ensure as
seamless a transition as possible," Jones said.
The combined company expects to realize annual cost savings of $200 million
pre-tax. This represents 7 percent of the combined operating expense base. In
addition, the combined company expects to incur restructuring costs of
approximately $300 million pre-tax.
Jones, 63, of Regions, will be chief executive officer of the combined company
until his planned retirement in June 2005, when he will be succeeded as CEO by
Moore, 55, of Union Planters. Until such time as he becomes chief executive
officer, Moore will be the president of Regions. Jones will remain chairman of
the board through June 2006, at which time Moore will assume the additional role
of chairman. The boards of directors of Regions and Union Planters will be
combined to form a consolidated board of directors that will leverage the
expertise and talent of both companies' current boards, each of which has 13
members.
Regions and Union Planters have also designated other key members of the new
company's senior management team, which includes Richard D. Horsley, vice
chairman and chief operating officer; Allen B. Morgan Jr., vice chairman and
chairman of the board of Morgan Keegan; D. Bryan Jordan, chief financial
officer; Robert A. Goethe, chairman of mortgage banking; and Bobby L. Doxey,
senior executive vice president. Doxey and Horsley will co-lead the transition
team.
Moore will oversee the consolidated banking operations, and major banking
product lines, and will have the combined companies' six regional bank
presidents reporting to him: Jack Fleischauer, Adolfo Henriques, Peter Miller,
Steven Schenck, Samuel Upchurch and John White Jr.
Union Planters intends to redeem its outstanding Series E convertible preferred
stock as soon as practicable. These securities will remain convertible for
common stock until the redemption. The transaction is expected to close in mid
2004 and is subject to customary shareholder and regulatory approvals. The
merger has been unanimously approved by the boards of directors of both
companies. Each party has agreed to pay a termination fee under certain
circumstances. Regions was represented by UBS Investment Bank and Sullivan &
Cromwell LLP. Union Planters was represented by Morgan Stanley and Wachtell,
Lipton, Rosen & Katz.
Continued Next Page
Jan. 23, 2004
Page Four
ABOUT REGIONS FINANCIAL CORPORATION
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Regions, headquartered in Birmingham, Ala., is a full-service provider of
banking, securities brokerage, mortgage and insurance products and services. As
of Dec. 31, 2003, Regions had $48.6 billion in assets and shareholders' equity
of $4.5 billion. Its banking subsidiary, Regions Bank, operates more than 680
offices across a nine-state geographic footprint in the South and Texas. Its
securities brokerage subsidiary, Morgan Keegan, provides investment and
brokerage services from more than 140 offices. Additional information about
Regions, which is a member of both the Forbes and Fortune 500, can be found at
www.Regions.com.
ABOUT UNION PLANTERS
--------------------
Union Planters Corporation, Memphis, Tenn., with total assets of $31.9 billion
at Dec. 31, 2003, is the largest bank holding company in Tennessee and among the
25 largest bank holding companies in the United States. Union Planters Bank,
National Association, the principal banking subsidiary, was founded in 1869 and
operates branches in 12 states: Alabama, Arkansas, Florida, Illinois, Indiana,
Iowa, Kentucky, Louisiana, Mississippi, Missouri, Tennessee and Texas. Union
Planters offers a full range of commercial and consumer financial solutions
through a network of 717 banking offices, 925 ATMs and the resources of
specialized business units. Trust services include investment management,
personal trust services, employee benefit administration and proprietary mutual
funds. Investment and insurance services include annuities, brokerage, life
insurance, title insurance and debt cancellation on consumer lending products.
Union Planters Mortgage provides a full range of mortgage products through Union
Planters banking centers and a network of mortgage production offices in 20
states. Capital Factors, Inc., based in Boca Raton, Fla., provides
receivable-based commercial financing and related fee-based credit, collection
and management information services. Capital Factors has regional offices in
Atlanta, Ga.; Charlotte, N.C.; Dallas, Texas; Los Angeles, Calif.; and New York,
N.Y. Strategic Outsourcing, Inc., based in Charlotte, N.C. provides professional
employment services such as payroll administration, tax reporting, compliance,
workers' compensation, insurance and benefits management. Union Planters
Corporation's common stock is traded on the New York Stock Exchange under the
symbol UPC and is included in the Standard and Poor's 500 Index, the Standard
and Poor's 500 Regional Banks Index, the Standard and Poor's 500 Financials
Index, the NYSE Composite Index and the Russell 1000 Index.
Carl E. Jones Jr., Regions chairman, CEO and president, and Jackson W. Moore,
Union Planters chairman, CEO, and president will discuss the merger today on an
analyst/investor conference call at 10 a.m. ET and a press conference call at
11:30 a.m. ET. The analyst/investor conference call will be available via
telephone and Webcast. The press conference call will be available by telephone
only. Please call at least 15 minutes prior to the start of the calls.
Continued Next Page
Jan. 23, 2004
Page Five
ANALYST/INVESTOR CONFERENCE CALL INSTRUCTIONS
---------------------------------------------
The telephone number to participate in today's analyst/investor teleconference
is 1-800-921-9431 for U.S. callers and 1-973-935-8505 for international callers.
A replay will be available beginning at 1 p.m. today through 1 p.m. Sunday, Feb.
22, 2004. The replay telephone number is 1-877-519-4471, PIN number 4453703.
WEBCAST FOR ANALYST/INVESTOR CALL INSTRUCTIONS
----------------------------------------------
To gain access to the Webcast, which will be "listen-only," go to
www.regions.com or www.unionplanters.com and click on the merger announcement
link. Please log on to the Web site at least 15 minutes prior to the call to
register and download and install any necessary audio software.
PRESS CONFERENCE CALL INSTRUCTIONS
----------------------------------
The telephone number to participate in today's press teleconference is
1-888-874-9713 for U.S. callers and 1-973-935-8506 for international callers.
VIDEO NEW RELEASE
-----------------
The Video News Release with B-roll footage of Carl E. Jones Jr., Regions CEO,
and Jackson W. Moore, Union Planters CEO, and of the two companies can be
downlinked from the following coordinates via satellite, C-Band feed: AMC 3, Tr.
C18, DL 4060 at 10:00 - 10:15 am ET, and AMC 3, Tr. C4, DL 3780 at 1:00 - 1:15
pm ET. (Technical Info DURING FEED ONLY, NBN TOC, 212 - 684-8910 x 221.)
Statements made in this news release and in oral statements by the management of
Regions and Union Planters, other than those containing historical information,
are forward-looking statements made pursuant to the safe-harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the merger between
Regions and Union Planters, including future financial and operating results,
Regions' and Union Planters' plans, objectives, expectations and intentions.
Such statements involve risks and uncertainties that may cause results to differ
materially from those set forth in these statements.
The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the ability
to obtain governmental approvals of the merger on the proposed terms and
schedule; the failure of Regions or Union Planters stockholders to approve the
merger; the risk that Regions and Union Planters may not have the ability to
effect the proposed merger; the risk that the businesses will not be integrated
successfully, including integration of information systems and retention of key
personnel; the risk that the cost savings and any revenue synergies from the
merger may not be fully realized or may take longer to realize than expected;
disruption from the merger making it more difficult to maintain relationships
with clients, employees or suppliers; increased competition and its effect
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Jan. 23, 2004
Page Six
on pricing, spending, third-party relationships and revenues; the risk of new
and changing regulation in the United States and internationally. Additional
factors that could cause Regions' and Union Planters' results to differ
materially from those described in the forward-looking statements can be found
in the 2002 annual reports on Forms 10-K of Regions and Union Planters, and in
the quarterly reports on Forms 10-Q of Regions and Union Planters, filed with
the Securities and Exchange Commission and available at the Securities and
Exchange Commission's Internet site www.sec.gov.
Regions and Union Planters undertake no obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about Regions and Union Planters, without charge, at the Securities
and Exchange Commission's Internet site www.sec.gov. Copies of the joint proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to Jenifer M.
Goforth, Regions Financial Corporation, P. O. Box 10247, Birmingham, AL
35202-0247, telephone: 205/244-2823 or to Richard W. Trigger, Union Planters
Corporation, 6200 Poplar Ave., Memphis, TN 38119, telephone: 901/580-5977. The
respective directors and executive officers of Regions and Union Planters and
other persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Regions' directors and
executive officers is available in its proxy statement filed with the Securities
and Exchange Commission by Regions on April 16, 2003, and information regarding
Union Planters' directors and executive officers is available in its proxy
statement filed with the Securities and Exchange Commission by Union Planters on
March 7, 2003. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interest, by
security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.
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