As filed with the Securities and Exchange Commission on June 18, 2007

Registration No. 333-142839

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Regions Financial Corporation		Regions Financing Trust II
(Exact name of registrant as specified in its charter)		Regions Financing Trust III
		Regions Financing Trust IV
Delaware		Regions Financing Trust V
(State or other jurisdiction of incorporation or		Regions Financing Trust VI
organization)		(Exact name of registrant as specified in its charter)
63-0589368		Delaware
(I.R.S. Employer Identification Number)		(State or other jurisdiction of incorporation or organization)
1900 Fifth Avenue North		63-6228101
Birmingham, Alabama 35203		63-6233948
(205) 944-1300		63-6233949
(Address, including zip code, and telephone number,		20-8891236
including area code, of registrant’s principal executive		20-8891309
offices)		(I.R.S. Employer Identification Number)
		1900 Fifth Avenue North
		Birmingham, Alabama 35203
		(205) 944-1300
		(Address, including zip code, and telephone number,
		including area code, of registrant’s principal executive offices)
		Copies of communications to:
John D. Buchanan		Frank M. Conner III
Executive Vice President, General Counsel and		Michael P. Reed
Corporate Secretary		Alston & Bird LLP
Regions Financial Corporation		The Atlantic Building
1900 Fifth Avenue North, Birmingham, Alabama 35203		950 F Street, N.W.
(205) 326-4977		Washington, DC 20004-1404
(Name, Address, including Zip Code and Telephone Number		(202) 756-3300
including Area Code, of Agent For Service)

     Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, please check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                                         

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o                                         

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

EXPLANATORY NOTE

     The purpose of this post-effective amendment no. 1 to the registration statement on Form S-3 (Registration No. 333-142839) is to add Exhibit 23.9, consent of Ernst & Young LLP, an independent registered public accounting firm, and Exhibit 23.10, consent of Ernst & Young LLP, an independent registered public accounting firm.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

Exhibit				Incorporated by Reference to Filings
Number		Description		Indicated
23.9		Consent of Ernst & Young LLP.		***
23.10		Consent of Ernst & Young LLP.		***

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on June 18, 2007.

		REGIONS FINANCIAL CORPORATION
		By:		/s/ Alton E. Yother
				Name:		Alton E. Yother
				Title:		Senior Executive Vice President and
						Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on June 18, 2007.

Signature				Title		Date
*   Jackson W. Moore				Executive Chairman of the Board of Directors		June 18, 2007
*   C. Dowd Ritter				President, Chief Executive Officer and Director		June 18, 2007
/s/ Alton E. Yother   Alton E. Yother				Senior Executive Vice President and Chief Financial Officer		June 18, 2007
*   Samuel W. Bartholomew, Jr.				Director		June 18, 2007
*   George W. Bryan				Director		June 18, 2007
*   David J. Cooper, Sr.				Director		June 18, 2007
*   Earnest W. Deavenport, Jr.				Director		June 18, 2007
*   Don DeFosset				Director		June 18, 2007
*   Martha R. Ingram				Director		June 18, 2007
*   James R. Malone				Director		June 18, 2007
*   Susan W. Matlock				Director		June 18, 2007

Signature				Title		Date
*   Charles D. McCrary				Director		June 18, 2007
*   Allen B. Morgan, Jr.				Vice Chairman, Director and Chairman, Morgan Keegan and Company, Inc.		June 18, 2007
*   Claude B. Nielsen				Director		June 18, 2007
*   Jorge M. Perez				Director		June 18, 2007
*   John R. Roberts				Director		June 18, 2007
*   Lee J. Styslinger, III				Director		June 18, 2007
*   Spence L. Wilson				Director		June 18, 2007
*   Harry W. Witt				Director		June 18, 2007

*   By:		/s/ Alton E. Yother   Alton E. Yother
		Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on June 18, 2007.

		REGIONS FINANCING TRUST II
		By:		/s/ Carl L. Gorday
				Name:		Carl L. Gorday
				Title:		Administrative Trustee
		REGIONS FINANCING TRUST III
		By: REGIONS FINANCIAL CORPORATION, as depositor
		By:		/s/ Carl L. Gorday
				Name:		Carl L. Gorday
				Title:		Administrative Trustee
		REGIONS FINANCING TRUST IV
		By: REGIONS FINANCIAL CORPORATION, as depositor
		By:		/s/ Carl L. Gorday
				Name:		Carl L. Gorday
				Title:		Administrative Trustee
		REGIONS FINANCING TRUST V
		By: REGIONS FINANCIAL CORPORATION, as depositor
		By:		/s/ Carl L. Gorday
				Name:		Carl L. Gorday
				Title:		Administrative Trustee
		REGIONS FINANCING TRUST VI
		By: REGIONS FINANCIAL CORPORATION, as depositor
		By:		/s/ Carl L. Gorday
				Name:		Carl L. Gorday
				Title:		Administrative Trustee