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 Companies: Union Planters Corporation (Commission File No. 1-10160)
Regions Financial Corporation (Commission File No. 0-6159)
[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.:
Linda G. Childs
901/580-4915
MAY 21, 2004
REGIONS AND UNION PLANTERS ANNOUNCE
AGREEMENT IN PRINCIPLE TO SETTLE STOCKHOLDER LITIGATION
BIRMINGHAM, ALA., AND MEMPHIS, TENN. - Regions Financial Corporation (NYSE: RF)
and Union Planters Corporation (NYSE: UPC) have agreed in principle to settle
the previously disclosed purported stockholder class actions pending against
them which challenged the proposed merger between the companies.
"Regions and Union Planters have agreed to the settlement of these class actions
to eliminate the burden and expense of further litigation," said Regions
Chairman and CEO Carl E. Jones Jr.
In the settlement, Regions and Union Planters will agree to waive their right to
receive any portion of the termination fee payable under the merger agreement in
excess of $164,250,000 and $233,600,000, respectively. In addition, the
companies have each agreed to publicly announce additional information regarding
the merger in a Form 8-K filed with the SEC.
Under the terms of the settlement, all claims relating to the merger agreement
and the proposed merger will be dismissed and released on behalf of the
settlement class. The settlement is subject to approval by the courts in which
the actions are pending. Upon approval of the proposed settlement by the courts,
plaintiff's attorneys are expected to apply for an award of attorneys' fees and
expenses.
"We are pleased to put this matter behind us," said Union Planters Chairman and
CEO Jackson W. Moore. "We can now focus completely on what we are looking
forward to - our respective stockholder meetings on June 8 and then completing
the merger of these two companies to create one of the largest financial
services companies in the United States."
ABOUT REGIONS FINANCIAL CORPORATION
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
30 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. 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.
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 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 2003 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 BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders
are 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 are 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' and Union Planters' directors and executive officers is
available in the joint proxy statement/prospectus filed with the Securities and
Exchange Commission.
Regions Financial Corporation has filed a registration statement on Form S-4
with the Securities and Exchange Commission containing a definitive joint proxy
statement/prospectus regarding the proposed merger. Stockholders are urged to
read the definitive joint proxy statement/prospectus, because it contains
important information. Stockholders may obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings containing
information about Regions Financial Corporation and Union Planters Corporation,
without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the
definitive joint proxy statement/prospectus and the filings with the SEC that
are incorporated by reference in the definitive joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to Regions
Financial Corporation, 417 North 20th Street, Birmingham, Alabama 35203,
Attention: Jenifer M. Goforth, Director of Investor Relations, 205-244-2823, or
to Union Planters Corporation, 6200 Poplar Avenue, Memphis, Tennessee 38119,
Attention: Richard W. Trigger, Director of Investor Relations, 901-580-5977. The
respective directors and executive officers of Regions Financial Corporation and
Union Planters Corporation and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed merger. Information
regarding Regions Financial Corporation's and Union Planters Corporation's
directors and executive officers and a description of their direct and indirect
interests, by security holdings or otherwise, is available in their respective
joint proxy statement/prospectus filed with the SEC on April 29, 2004.