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 Contact:
Regions Financial Corp.:
Jenifer M. Goforth
205/244-2823
Media Relations Contact:
Regions Financial Corp.:
Kristi Lamont Ellis
205/326-7179
APRIL 12, 2004
REGIONS, UNION PLANTERS ANNOUNCE
MORTGAGE COMPANY INTEGRATION PLAN
BIRMINGHAM, ALA. - Regions Financial Corp. (NYSE: RF) and Union Planters Corp.
(NYSE: UPC) have announced plans for the integration of their respective
mortgage companies, Regions Mortgage and Union Planters Mortgage.
The combined mortgage company, Regions Mortgage, headquartered in Memphis,
Tenn., will be one of the nation's Top 20 mortgage companies. The integration
will contribute to the previously announced $200 million in anticipated overall
merger cost savings.
Current Regions Mortgage operations in Montgomery, Ala., excluding sales offices
and an operations center, will be relocated to Memphis and to Hattiesburg, Miss.
Current Union Planters Mortgage operations in Montgomery, excluding the
wholesale lending office, will also be relocated to Memphis. Approximately 450
positions will be impacted by the changes, which will take place between October
2004 and March 2005.
"Combining the strengths of our two mortgage companies will be an integral part
of Regions' and Union Planters' efforts to create a new regional force in
banking and financial services," said Regions Mortgage Chairman Robert A.
Goethe, who will serve as chairman of mortgage banking for the combined company.
"However, while in many
ways this is an important and exciting time in the history of Regions and Union
Planters, many very difficult decisions have had to be made that will affect our
Montgomery-area associates.
"We did not approach these decisions lightly, and every attempt has been made to
minimize the negative repercussions on the people involved," Goethe said.
Regions will offer affected mortgage associates who work through their
job-ending date a severance package that includes a lump-sum severance payment,
outplacement services and company-paid COBRA for a fixed period of time. In
addition, associates will have opportunities to apply for other positions within
the company.
The new Regions Mortgage will have approximately 1,400 employees.
The combined mortgage entity's Memphis headquarters will house executive
officers, secondary marketing, post-closing/loan delivery, production
administration for both wholesale and retail lending, mortgage
accounting/finance, quality control/compliance, credit policy, mortgage
technology and several loan administration departments. An estimated 100 new job
opportunities will be created in Memphis.
The Hattiesburg facility of Union Planters Mortgage will continue to perform
certain loan administration functions and support bank portfolio originations
for the new mortgage company. An estimated 70 jobs will become available in
Hattiesburg.
Mortgage functions remaining in Montgomery will be an operations center, a sales
center and the wholesale lending office. These areas will employ approximately
70 full-time employees. Regions Mortgage's 42-member Montgomery-based
information technology staff will become a part of the Regions Technology group,
also based in Montgomery. In addition, Regions Financial Corp.'s non-mortgage
operations employ around 1,500 Montgomery-area associates in the areas of
customer service and retail and commercial banking.
"Regions Mortgage has long been one of the leading home mortgage lenders in the
Montgomery area, and we will continue to maintain a strong retail sales presence
here," Goethe said. "We are committed to excellent quality customer service, and
are working very carefully to ensure as seamless a transition as possible.
"Most of the changes we make will be transparent to customers, but will result
in an expanded array of products and services," he added. "Customers should
continue to do business with us the same as they always have."
The new balanced and focused mortgage business, which will achieve greater
efficiencies through economies of scale, will operate in 22 states. Key to the
success of the new mortgage line of business, which will also include Regions
Funding and EquiFirst, will be product diversification, with balanced
proportions of loans sold in the secondary market, loans held in portfolio and
government loans. Channel diversification will also be vital to the success of
the integration, with retail, wholesale, correspondent lending and warehouse
lending effectively delivering the company's mortgage solutions.
-2-
Combination of the two companies' primary mortgage servicing portfolios is
tentatively planned for Sept. 30, 2004. Some process and system conversions may
continue through March 2005.
As stated in a previous release, mortgage executives who will report to Goethe
in the new company are E. Todd Chamberlain as head of mortgage sales/operations,
Morgan McCarty as head of mortgage servicing/portfolio, Jeffrey G. Tennyson as
CEO of EquiFirst, and Tom Holland, Regions Funding.
Regions announced its definitive merger agreement with Union Planters in
January. The merger is expected to be completed in summer 2004, pending
customary regulatory and shareholder approvals. The combined company, to be
called Regions Financial Corporation, will be among the nation's Top 15 largest
bank holding companies with $81 billion in assets.
ABOUT REGIONS
Regions Financial Corp. (NYSE: RF), 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 & Co. Inc.,
provides investment and brokerage services from more than 140 offices.
Additional information about Regions Financial Corp., which is a member of both
the Forbes and Fortune 500, can be found at www.regions.com.
ABOUT UNION PLANTERS
Union Planters Corp., 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.
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.
-3-
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 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 Corp. P. O. Box 10247, Birmingham, AL 35202-0247,
telephone: 205/244-2823 or to Richard W. Trigger, Union Planters Corp., 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.
# # #
-4-
Regions Financial Corporation has filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission containing a
preliminary joint proxy statement/prospectus regarding the proposed merger.
Stockholders are urged to read the definitive joint proxy statement/prospectus
when it becomes available, because it will contain important information.
Stockholders will be able to 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 will be
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
-5-
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 preliminary joint proxy statement/prospectus filed
with the SEC on March 19, 2004.
-6-