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Filed By: Regions Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Park Meridian Financial Corporation
Commission File No.: 000-31277
THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE
VARIOUS FILINGS OF REGIONS FINANCIAL CORPORATION AND PARK MERIDIAN FINANCIAL
CORPORATION WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
REGISTRATION STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE
TRANSACTION DESCRIBED BELOW PRIOR TO THE VOTE OF THE SHAREHOLDERS OF PARK
MERIDIAN FINANCIAL CORPORATION WITH RESPECT TO THE ACQUISITION (AS DEFINED
BELOW).
On June 27, 2001, Regions Financial Corporation ("Regions") and Park
Meridian Financial Corporation ("Park Meridian") issued a joint press release
announcing the proposed acquisition (the "Acquisition") of Park Meridian by
Regions.
A copy of the joint press release dated June 27, 2001, pertaining to
the Acquisition is being filed as Exhibit A to this report, and is incorporated
herein by reference.
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Exhibit A
Press Release
June 27, 2001
Regions to Acquire Park Meridian
BIRMINGHAM, Ala.--(BUSINESS WIRE)--June 27, 2001--Regions Financial Corporation
(NASDAQ/NM: RGBK) and Park Meridian Financial Corporation (OTC BB: PMFN) jointly
announced that they have signed a definitive agreement that provides for the
acquisition of Park Meridian by Regions in a stock-for-stock merger.
"We are very excited to expand our commercial banking franchise into Charlotte,
North Carolina, through affiliation with Park Meridian," Regions' Chairman and
Chief Executive Officer, Carl E. Jones, Jr., stated. "Park Meridian is a high
growth commercial bank that has built its business by serving small business and
affluent clientele in the Charlotte area. This operation will complement our
existing Morgan Keegan presence in the rapidly growing, attractive Mecklenburg
County area. We look forward to serving Park Meridian's customers and to working
with its directors, employees and stockholders."
Kevin T. Kennelly, President and Chief Executive Officer of Park Meridian, said,
"We are extremely pleased to affiliate with Regions. This will enable us to
better serve our customers by offering a broader selection of commercial,
consumer and investment banking products delivered with the professional level
of service that our customers expect and deserve. Regions will give us access to
additional resources for expanding and growing our franchise in the Charlotte
area. I know our customers, employees and shareholders will benefit from
affiliation with a major, diversified, southern financial institution like
Regions."
Under the terms of the agreement, Regions would exchange 0.55 of a share of its
common stock for each share of Park Meridian common stock, subject to possible
adjustment. The transaction would be valued at approximately $50 million based
on recent market prices for Regions common stock. The merger, which is
anticipated to be accounted for as a purchase, is expected to be consummated
during the fourth quarter of 2001, pending approval of Park Meridian's
stockholders and regulatory authorities, and other customary conditions of
closing. The transaction is expected to be a tax-free reorganization for federal
income tax purposes.
Regions expects to repurchase the approximately 1.5 million shares of its common
stock that would be issued in connection with this transaction. Such repurchases
will be made in the open market from time to time, depending on market
conditions.
Park Meridian Financial Corporation, headquartered in Charlotte, North Carolina,
is the holding company for Park Meridian Bank, which operates three offices in
Charlotte. At March 31, 2001, Park Meridian reported total assets of $284
million, deposits of $202 million and stockholders' equity of $23.8 million.
Park Meridian reported a return on assets of 1.09%, with a return on
stockholders' equity of 13.15%, based on an 8.38% equity-to-assets ratio. Its
common stock is traded in the Nasdaq Bulletin Board System under the symbol
"PMFN." Additional information
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regarding Park Meridian may be found at its Internet homepage,
http://www.parkmeridianbank.com.
Regions Financial Corporation, with $46.1 billion in assets, ranks among the 25
largest financial services companies in the nation. Serving customers throughout
the South, it provides traditional commercial and retail banking services and
other financial services in the fields of investment banking, asset management,
trust, mutual funds, securities brokerage, insurance, leasing and mortgage
banking. Its banking affiliate, Regions Bank, offers banking services from more
than 680 banking offices in Alabama, Arkansas, Florida, Georgia, Louisiana,
South Carolina, Tennessee and Texas. Regions provides investment and brokerage
services from more than 50 offices of Morgan Keegan & Company, Inc., one of the
South's largest investment firms. Regions ranks on both the Forbes 500 and the
Fortune 500 listing of America's largest companies; its common stock is traded
in the Nasdaq National Market System under the symbol "RGBK."
For additional information, visit Regions' Web site at http://www.regions.com or
contact Ronald C. Jackson, Senior Vice President and Director of Investor
Relations, Regions Financial Corporation, Telephone 205/326-7374.
The proposed transaction will be submitted to Park Meridian's shareholders for
their consideration, and Regions will file with the SEC a registration
statement, which shall contain a proxy statement-prospectus to be used by Park
Meridian in connection with its solicitation of shareholder approval for the
proposed transaction, as well as other relevant documents concerning the
proposed transaction. Park Meridian shareholders are urged to read the
registration statement and the proxy statement-prospectus regarding the proposed
transaction when they become available and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. You will be able to obtain a
free copy of the proxy statement-prospectus included in the registration
statement, as well as other filings containing information about Park Meridian
and Regions, at the SEC's Internet site (http://www.sec.gov). Copies of the
proxy statement-prospectus and the SEC filings that will be incorporated by
reference in the proxy statement-prospectus can also be obtained, without
charge, by directing a request to Park Meridian, Joseph M. Dodson, Park Meridian
Financial Corporation, Post Office Box 11816, Charlotte, North Carolina 28220
(704-366-7275), or to Regions, Ronald C. Jackson, Senior Vice President and
Director of Investor Relations, Regions Financial Corporation, 417 North 20th
Street, Birmingham, Alabama 35203 (205-326-7374).
Park Meridian and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Park
Meridian in connection with the merger. Information about the directors and
executive officers of Park Meridian and their ownership of Park Meridian common
stock is set forth in the proxy statement, dated April 15, 2001, for Park
Meridian's 2001 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on April 6, 2001 (available on the SEC's Internet site at
http://www.sec.gov). Additional information regarding the interests of those
participants may be obtained by reading the proxy statement-prospectus regarding
the proposed transaction when it becomes available.
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