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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Union Planters Corporation
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
February 8, 1994, as set forth in the pages attached hereto.
Item 5. Other Events
Table of Probable Acquisitions - Consideration - approximate shares
to be issued to First National Bancorp of Shelbyville, Inc., Liberty
Bancshares, Inc., Earle Bancshares, Inc., and BANCFIRST Corporation.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Union Planters Corporation
(Registrant)
Date: February 23, 1994 By: /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer
and Chief Accounting Officer
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ITEM 5. OTHER EVENTS
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Since December 31, 1992, Union Planters Corporation (the Corporation)
has completed twelve acquisitions through January 1, 1994, and has seven
probable acquisitions pending. All of the acquisitions, except two, are
individually insignificant (do not exceed 10% of consolidated pre-tax earnings
or total assets). The Corporation's aggregate insignificant acquisitions
exceed 20% of the Corporation's total assets at December 31, 1992.
Accordingly, the Corporation is filing the December 31, 1992 audited financial
statements and the most recent interim financial statements for a substantial
majority of the aggregate insignificant acquisitions in accordance with Rule
3-05 of Regulation S-X.
The following tables list the completed and probable acquisitions as
of January 31, 1994. Reference is made to the Corporation's 1992 Annual Report
on Form 10-K, September 30, 1993 Form 10-Q, and Current Reports on Form 8-K
dated September 27, and October 14, 1993 and January 10 and 11, 1994 for
additional information.
CONSUMMATED ACQUISITION
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Total Assets
Date Purchase Resulting at Date of
Institution Acquired Consideration Price Goodwill Acquisition
- --------------------- -------- --------------------- -------- ---------- ------------
(Dollars in millions)
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Bank of East Tennessee 01/01/93 Series E Preferred Stock $25.3 $7.0 $231
(BOET) (a)
Security Trust Federal 01/01/93 Cash 22.0 3.0 261
Savings and Loan
Association and
SaveTrust Federal
Savings Bank (Security
Trust/SaveTrust)
First Federal Savings 02/26/93 Common Stock NM (b) Note (c) 187
Bank of Maryville (Conversion/Acquisition-
(Maryville) 625,000 shares)
First State Bancshares, 03/12/93 Cash and Common Stock 3.9 .4 34
Inc. (FSB), Parent
Company of First State
Bank of Fayette County
in Somerville,
Tennessee (Somerville)
First Cumberland Bank 03/15/93 Cash .2 - 20
in Madison, Tennessee
Farmers Union Bank in 04/01/93 Cash 9.5 4.2 78
Ripley, Tennessee
(Farmers Union)
Garrett Bancshares, 05/31/93 Common Stock Pooling of - 174
Inc., Parent Company (613,088 shares) Interests
of Bank of
Goodlettsville in
Goodlettsville,
Tennessee (GBI)
Erin Bank & Trust 06/01/93 Series E Preferred Stock 8.3 2.1 43
Company in Erin,
Tennessee (Erin)
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Total Assets
Date Purchase Resulting at Date of
Institution Acquired Consideration Price Goodwill Acquisition
- --------------------- -------- --------------------- -------- ---------- ------------
(Dollars in millions)
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Hogue Holding Company, 09/01/93 Common Stock Pooling of - $ 34
Inc., Parent Company (219,246 shares) Interests
for Bank of Weiner in
Weiner, Arkansas (HHC)
Central State Bancorp, 09/01/93 Common Stock Pooling of - 109
Inc., Parent Company for (630,350 shares) Interests
Central State Bank in
Lexington, Tennessee
(CSB)
First State Bancshares, 10/01/93 Common Stock Pooling of - 86
Inc., and its subsidiary (447,906 shares) Interests
First State Bank of
Brownsville, Tennessee
(FFS)
Mid-South Bancorp, Inc., 01/01/94 Common Stock Pooling of - 184
Parent Company of Simpson (839,542 shares) Interests
County Bank in Franklin,
Kentucky; Adairville
Banking Company in
Adairville, Kentucky;
General Trust Company in
Nashville, Tennessee; The
Peoples Bank of Elk Valley
in Fayetteville, Tennessee;
and First Citizens Bank
in Franklin, Columbia and
Mt. Pleasant, Tennessee
(MSB)
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(a) The Corporation had previously acquired 17.93% of the common stock of
BOET ($3.4 million), and on January 1, 1993 purchased an additional
43.93% of the common stock of BOET in exchange for 331,741 shares of
the Corporation's Series E Preferred Stock ($11.1 million). Effective
May 3, 1993, the Corporation acquired the remaining outstanding common
stock of BOET for 317,045 shares of the Corporation's Series E
Preferred Stock ($10.8 million).
(b) The Corporation acquired Maryville, a mutual savings bank, which
pursuant to a conversion/acquisition converted to a federal stock
charter, all of the stock of which was acquired by the Corporation in
exchange for a capital contribution equalling approximately $14.1
million derived in part from the proceeds of an offering of the
Corporation's Common Stock made in connection with the
conversion/acquisition.
(c) The recording of the acquisition of Maryville using the purchase
method of accounting resulted in negative goodwill of approximately
$9.4 million, $8.1 million of which was deducted from noncurrent,
nonmonetary assets (premises and equipment, fair value adjustment of
loans, prepaid software and mortgage servicing rights). The remaining
negative goodwill of $1.3 million was recorded in other liabilities
and is being amortized over 7 years.
PROBABLE ACQUISITIONS
The probable acquisitions are as follows:
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<CAPTION>
Method of Total
Institution Consideration(a) Accounting Assets
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(In millions)
<S> <C> <C> <C>
Clin-Ark Bancshares, Inc. Parent Approximately Pooling of $ 48
Company for First National Bank 227,768 shares of Interests
of Clinton in Clinton, Arkansas the Corporation's
(Clin-Ark) Common Stock
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<CAPTION>
Method of Total
Institution Consideration(a) Accounting Assets
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(In millions)
<S> <C> <C> <C>
Tennessee Bancorp, Inc., Parent Cash equal to Purchase $ 92
Company of Tennessee National 1.5 times net
Bank in Columbia, Tennessee (TBI) book value at
closing
First National Bancorp of Approximately Pooling of 164
Shelbyville, Inc., Parent Company 975,000 shares Interests
of First National Bank of of the Corporation's
Shelbyville in Shelbyville, Common Stock
Tennessee (FNB)
Anderson County Bank in Cash equal to Purchase 19
Clinton, Tennessee 1.6 times net book
value at closing
Liberty Bankshares, Inc., Approximately Pooling of 174
Parent Company of Liberty 1,322,000 shares Interests
Federal Savings Bank in of the Corporation's
Paris, Tennessee Common Stock
Earle Bancshares, Inc., Approximately Pooling of 40
Parent Company of 375,000 shares Interests
First Southern Bank in of the Corporation's
Earle, Arkansas Common Stock
BANCFIRST Corporation; Parent Approximately Pooling of 267
Company of BANKFIRST a federal 2,054,000 shares Interests
savings bank in Decatur, of the Corporation's
Alabama Common Stock
(a) The numbers of shares to be issued is subject to change based on the stock price of the Corporation's
common stock at the date the acquisitions are consummated.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2 Agreement and Plan of Reorganization, along with the Plan of
Merger annexed thereto as Exhibit A, dated as of January 27,
1994 between Union Planters Corporation and BFC Acquisition
Company, Inc. and BANCFIRST Corporation and BANKFIRST, a
federal savings bank
23 Accountants' Consents
(a) Consent of Deloitte & Touche to incorporate their
opinion into this Current Report on Form 8-K and into
various registration statements for benefit plans and
the dividend reinvestment plan
99 Additional Exhibits
(a) BANCFIRST and Subsidiary Consolidated Financial
Statements for the Year Ended September 30, 1993
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1. Independent Auditors' Report 1
2. Consolidated Statements of Financial 2-3
Condition as of September 30, 1993 and
1992
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3. Consolidated Statements of Income for 4-5
the Years Ended September 30, 1993,
1992, and 1991
4. Consolidated Statements of Stockholders' 6
Equity for the Years Ended September 30,
1993, 1992, and 1991
5. Consolidated Statements of Cash Flows 7-8
for the Years Ended September 30,
1993, 1992, and 1991
6. Notes to Consolidated Financial 9-26
Statements
(b) Union Planters Corporation Press Release
Accounting the Acquisition of BANCFIRST
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