Business Context and Reporting Period
Company: Regions Financial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: August 12, 2013
Subject: Regulation FD Disclosure regarding the voluntary liquidation and dissolution of Regions Asset Management Company, Inc. (RAMCO), a subsidiary of Regions Bank.
Key Financial Metrics
This filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for Regions Financial Corporation. The financial data provided is specific to the liquidation distribution for RAMCO stockholders:
- Liquidating Distribution (Series 1999-A Preferred Stock): $1,250 per share.
- Accrued and Unpaid Dividends: $3.67 per share (through the effective date of dissolution).
Material Changes
The primary material event is the approval by holders of Class B Common Stock and Series 1999-A Cumulative Exchangeable Preferred Stock of RAMCO to voluntarily liquidate and dissolve the subsidiary. This includes the cessation of operations and the distribution of assets after settling claims and obligations. RAMCO filed Articles of Dissolution with the State of Alabama on August 14, 2013.
Outlook, Risks, and Management Commentary
Management indicated that final liquidation payments to stockholders will be made as promptly as possible following the filing of dissolution articles. The filing notes that this information is furnished under Regulation FD and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. No specific risks or contingencies regarding the parent company's future operations were detailed in this specific item.
Investor Verification Checklist
- Confirm the total number of outstanding Series 1999-A Preferred Stock shares to calculate the aggregate payout obligation.
- Verify the timeline for the final liquidation payments to RAMCO stockholders.
- Review the plan of liquidation and dissolution to ensure all claims and obligations of RAMCO are settled prior to asset distribution.
- Check subsequent filings for confirmation of the actual payment dates and amounts distributed.