1
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).
Park Meridian Financial Corporation ("Park Meridian") mailed to
its shareholders a letter pertaining to the proposed acquisition (the
("Acquisition") of Park Meridian by Regions.
A copy of the letter pertaining to the Acquisition is being
filed as Exhibit A to this report, and is incorporated herein by
reference.
2
EXHIBIT A
July 5, 2001
Dear Shareholders, Clients and Friends:
By now, you've probably heard the news of the acquisition of Park Meridian
Financial Corporation by Regions Financial Corporation which we announced on
June 27. The agreement signed by Park Meridian and unanimously approved by our
directors provides for a tax-free stock-for-stock merger, with Regions
exchanging 0.55 of a share of its common stock for each share of Park Meridian
common stock, subject to possible adjustment if Regions' average stock price
declines below $29.00 per share over a defined period.
Regions is headquartered in Birmingham, Alabama, has $46.1 billion in assets and
ranks among the 25 largest financial services companies in the nation. 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' stock is traded on the Nasdaq
National Market System under the symbol "RGBK." Regions is currently paying
dividends on its common stock at an annual rate of $1.12 per share.
We believe that Regions chose Park Meridian to make its entry into North
Carolina's banking market because of our unique market niche here in
Charlotte/Mecklenburg and because of our strong performance since opening in
1991. "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 in our joint
press release on June 27. "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."
The initial merger will occur between the two holding companies, with Park
Meridian Financial Corporation being merged into Regions Financial Corporation.
For the time being, Park Meridian Bank will continue to operate as such;
however, at some point, we anticipate that our bank will be merged into Regions
Bank. Our goal is to continue the same level of customer service that our Park
Meridian customers have come to expect. As part of Regions, we would be able to
offer our customers a wider range of products and services in the fields of
investment banking, asset management, trust, mutual funds, securities brokerage,
insurance, leasing and mortgage banking.
3
The merger, which is anticipated to close during the fourth quarter of 2001,
requires the approval of Park Meridian's shareholders and regulatory
authorities. As a shareholder, you will receive notice of the special
shareholder meeting for this purpose along with a proxy statement, Regions'
registration statement and other relevant documents concerning the proposed
transaction. We urge you to read the information you receive because it will
contain important information.
We are extremely pleased to affiliate with Regions, as we feel the combination
will offer a great deal of benefits to our shareholders, customers, employees
and community. As always, we greatly appreciate your support of Park Meridian.
If we can answer any questions or assist you in any way with your financial
needs, please contact us.
Best regards,
Henry A. Harkey Kevin T. Kennelly
Chairman of the Board President and CEO
----------------------------------------------
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.
----------------------------------------------