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
February 8, 1998
DATE OF REPORT (Date of earliest event reported)
FIRST COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 0-9676 71-0540166
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
400 West Capitol Avenue,
Little Rock, Arkansas 72201
(Address of principal executive offices)
(Zip Code)
(501) 371-7000
(Registrant's telephone number, including area code)
Item 5: Other Events
On February 8, 1998, First Commercial Corporation (the "Registrant") and
Regions Financial Corporation ("Regions") entered into an Agreement and Plan of
Merger (the "Agreement"), pursuant to which the Registrant will be merged with
and into Regions, with Regions as the surviving entity (the "Merger"). The
Boards of Directors of the Registrant and Regions approved the Agreement and
the transactions contemplated thereby at separate meetings held on February 8,
1998. A joint press release was issued by the Registrant and Regions on
February 9, 1998 regarding the proposed transactions. A copy of the press
release is attached hereto as Exhibit 99 and is incorporated herein by
reference.
Under the terms of the Agreement, Regions will exchange 1.7 shares of its
common stock for each share of the Registrant's common stock, with certain
exceptions. The Merger is expected to be a tax-free reorganization for federal
income tax purposes and accounted for as a pooling of interests. It is
expected that the Merger will be consummated during the third quarter of 1998,
pending approval by the shareholders of the Registrant and Regions, regulatory
approval and other customary conditions of closing.
The Agreement contains provisions granting the Registrant the right to
terminate the Agreement which are intended, in general, to protect the
Registrant's shareholders against an excessive decline in the value of Regions'
common stock. The termination right is dependent upon the average closing
price of Regions' common stock being less than 80% of a reference price and
less than 85% of a weighted index of the stock prices of a group of seventeen
bank holding companies, all as described more specifically in the Agreement.
In the event the Registrant gives notice of its intention to terminate the
Agreement based on such provisions, Regions has the right to elect to adjust
the exchange ratio in accordance with the terms of the Agreement and thereby
would extinguish the Registrant's right to terminate.
In connection with the Agreement, the Registrant entered into a Stock
Option Agreement pursuant to which it granted to Regions an option to purchase
up to 7,480,450 shares of the Registrant's common stock, representing 19.9% of
the outstanding shares of the Registrant's common stock without giving effect
to the exercise of the option. The option is exercisable at a purchase price
of $59.00 per share, upon certain terms and in accordance with certain
conditions. Under the terms of the Agreement, the Total Profit and the
Notional Total Profit, as each term is defined in the Agreement, that Regions
or any other holder may realize as a result of exercising the option may not
exceed $130,000,000.
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Item 7: Financial Statement and Exhibits
(c) Exhibits.
99 Press Release
Page 3
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.
FIRST COMMERCIAL CORPORATION
By: /s/ J. Lynn Wright
__________________________________
J. Lynn Wright
Chief Financial Officer
Date: February 13, 1998
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Exhibit Index
Exhibits to Form 8-K
Number in Sequential
Exhibit Table Exhibit Page Number
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99 Press Release
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