UNITED STATES
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): December 16, 2004
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip code)
(205) 944-1300
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On December 21, 2004, registrant received a letter dated December 17,
2004, from director Jon W. Rotenstreich in which Mr. Rotenstreich
communicated his resignation as a director to be effective January 1, 2005.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
Effective as of December 16, 2004, the registrant's board of directors
amended Article III, Section 10(A) of the bylaws.
Article III, Section 10(A) is a special, temporary provision relating
to the size and composition of the board of directors applicable during the
period from July 1, 2004 through June 30, 2007. The provision was adopted
pursuant to the merger agreement dated January 22, 2004, which governed the
combination of Union Planters Corporation and former Regions Financial
Corporation.
Prior to this amendment, Section 10(A) generally provided that for the
period of three years following the merger, the board of directors will consist
of 26 members.
This amendment applies to the period from the annual meeting in 2005
through June 30, 2007. For such period, it removes the requirement that the
board of directors consist of 26 members, and provides instead that the number
of directors shall be fixed, from time to time, by resolutions adopted by the
board of directors, and shall not be less than three persons. This amendment
also clarifies that after June 30, 2007, Article III, Section 10 of the bylaws
shall have no further force or effect.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The exhibit listed in the exhibit index is filed as a
part of this current report on Form 8-K.
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.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ Ronald C. Jackson
Ronald C. Jackson
Senior Vice President and Comptroller
Date: December 22, 2004
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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3.1 Amendment to Article III, Section 10(A) of the bylaws.