Regions Financial Corp – ‘8-K12G3’ for 7/1/04

On:  Thursday, 7/1/04, at 1:09pm ET   ·   For:  7/1/04   ·   Accession #:  950144-4-6742   ·   File #:  0-50831

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Regions Financial Corporation                          4     14K 
 2: EX-99.1     EX-99.1 Press Release                                  2     11K 

8-K12G3   —   Regions Financial Corporation
Document Table of Contents

8-K12G3
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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
--------------------------------------------------
(Exact name of registrant as specified in its charter)

      Delaware                      0-6159                  63-0589368
  -----------------------------    ----------------        -------------------
(State or other jurisdiction        (Commission             (IRS Employer 
      of incorporation)                File Number)          Identification No.)

417 North 20th Street, Birmingham, Alabama 35203
------------------------------------------------------------------- 
 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (205) 944-1300

8-K12G3
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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.                  

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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
                                         -------------------------------------
                     Ronald C. Jackson
                                         Senior Vice President and Comptroller

Date:   July 1, 2004                                                            

8-K12G3
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 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.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		7/1/04		1		4			3,  3/A,  8-K/A
		4/29/04		2		4			S-4/A
		1/22/04		2		4
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/22  Regions Financial Corp.           S-3ASR      2/24/22    7:545K                                   Donnelley … Solutions/FA
 8/11/21  Regions Financial Corp.           424B2       8/10/21    1:404K                                   Donnelley … Solutions/FA
 8/09/21  Regions Financial Corp.           424B2                  1:399K                                   Donnelley … Solutions/FA
 4/28/21  Regions Financial Corp.           424B2                  1:497K                                   Donnelley … Solutions/FA
 4/27/21  Regions Financial Corp.           424B2                  1:495K                                   Donnelley … Solutions/FA