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
Date of Report (Date of earliest event reported): September 23, 1997
PALFED, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 0-15334 57-0821925
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
107 Chesterfield Street South
Aiken, South Carolina 29801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 642-1400
Page 1 of ____ sequentially numbered pages
The Index to Exhibits is on page 4.
Item 5. Other Events.
On September 23, 1997 PALFED, Inc. (the "Company"), PALFED and Regions
Financial Corporation ("Regions") entered into an Agreement and Plan of
Merger ("Agreement") pursuant to which PALFED will merge with and into
Regions. Under the terms of the Agreement, each outstanding share of PALFED
Common Stock will be converted into the right to receive 0.70 share of
Regions Common Stock, subject to adjustment. The Agreement is subject to
PALFED shareholder approval, appropriate regulatory approvals and other
customary closing conditions. The transaction is intended to qualify as a
tax-free reorganization and be accounted for as a pooling of interests.
In connection with the execution of the Agreement, PALFED and Regions
entered into a Stock Option Agreement dated as of September 23, 1997 pursuant
to which PALFED granted to Regions an option to purchase under certain
circumstances up to 1,051,500 shares of PALFED Common Stock at a price of
$21.00 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of
September 23, 1997 by and between PALFED, Inc. and
Regions Financial Corporation
Exhibit 99.1 Press Release issued by PALFED, Inc. on
September 23, 1997
2
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.
PALFED, INC.
By: /s/ John C. Troutman
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John C. Troutman
President and Chief Executive Officer
Date: September 26, 1997
3
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
2.1 Agreement and Plan of Merger dated as of
September 23, 1997 by and between PALFED,
Inc. and Regions Financial Corporation
99.1 Press Release issued by PALFED, Inc. on
September 23, 1997
4