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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
September 28, 1994
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
TENNESSEE 0-10160 62-0859007
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
Not Applicable
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(Former name or former address, if changed since last report).
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ITEM 5. OTHER EVENTS
Union Planters Corporation announced on September 28, 1994, that it will
incur one-time charges. A copy of the press release discussing these one-time
charges is attached as Exhibit 99(a).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) Exhibits
99 Additional Exhibits
(a) Union Planters Corporation Press Release Dated September 28, 1994
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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.
Union Planters Corporation
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Registrant
Date: September 29, 1994 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99 (a)
Union Planters Corporation Press Release
Dated September 28, 1994
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(LOGO) PRESS RELEASE
Union Planters
Corporation
CONTACT: Jack W. Parker, CFO DATE: September 28, 1994
Union Planters Corporation
(901) 383-6781
Dan L. Holland, CFO
Grenada Sunburst System Corporation
(601) 226-1100
UNION PLANTERS CORPORATION AND GRENADA SUNBURST SYSTEM CORPORATION
ANNOUNCE ONE-TIME CHARGES
FOR IMMEDIATE RELEASE:
MEMPHIS, TENNESSEE -- On July 1, 1994, Union Planters Corporation ("UPC")
entered into a definitive agreement to acquire Grenada Sunburst System
Corporation ("GSSC") in a tax-free reorganization to be accounted for as a
pooling of interests. GSSC is a multi-bank holding company headquartered in
Grenada, Mississippi. It is the third largest financial institution in
Mississippi with total assets of $2.5 billion. GSSC has two subsidiary banks,
Sunburst Bank, Mississippi, headquartered in Grenada, Mississippi, with total
assets of $2.0 billion, and Sunburst Bank, Louisiana, headquartered in Baton
Rouge, Louisiana, with total assets of $500 million.
In connection with UPC's pending acquisition of GSSC and as part of both
companies continuing efforts to reduce expenses, both UPC and GSSC have
retained the services of Alex Sheshunoff Management Services, Inc. ("ASMS"), a
nationally recognized consulting firm, to assist in improving the financial
performance of each organization, and to assist in the consolidation of the two
organizations. Through the study of each organization, individually and
collectively, opportunities to reduce costs and reengineer operations in order
to become more
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efficient will be identified. Management expects that there will be a
reduction in the number of employees and branches in each organization.
UPC and GSSC expect the acquisition of GSSC to close by December 31, 1994,
however there can be no assurance that will be the case since the acquisition
of GSSC is subject to obtaining regulatory approval and approvals of
shareholders of both UPC and GSSC.
Independent of whether or not the acquisition is consummated, UPC and GSSC
will each offer voluntary early retirement and voluntary separation programs in
the fourth quarter to help facilitate the staff reduction. Charges associated
with the early retirement and separation programs, along with other acquisition
and consolidation related expenses are preliminarily estimated to be between
$18 million to $27 million after tax. Management of UPC estimates that charges
associated with these items of between $3 million to $6 million after tax will
be incurred by UPC in the fourth quarter of 1994 regardless of the status of
the merger, with the remaining charges expected to be incurred in the quarter
in which the acquisition of GSSC is actually consummated. The ranges of
charges are based on currently available information as well as preliminary
estimates and are subject to change. The ranges are provided as a preliminary
estimate of the significance of the charges that might occur, and should be
viewed accordingly. The actual charges may vary substantially from the ranges.
In addition to the above charges, UPC plans to undertake a marketing program
in the fourth quarter of 1994 to increase the number of account relationships
and the related dollar amount of loans in a segment of its consumer loan
portfolio. A substantial part of the marketing and acquisition related cost of
this program will be incurred during the fourth quarter of 1994 and is expected
to result in a significant increase in loan volume, interest income, and fee
income in 1995 and future periods. Based on current estimates, the cost is
anticipated to be between $7 million and $9 million after tax. This range is
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provided as a preliminary estimate of the significance of the charges that
might occur, and the actual charges may vary substantially from the range.
During the third quarter of 1994, UPC restructured a portion of its available
for sale investment securities portfolio by selling approximately $425 million
of securities which resulted in a loss on this sale of approximately $4.5
million after tax. The losses had previously been recorded on UPC's balance
sheet as a reduction of shareholders' equity in accordance with FASB 115. The
restructuring was effected to increase book yields, and the proceeds were
invested in higher yielding securities. The average maturity of securities
sold was 13 months and the average maturity of securities purchased was 30
months.
UPC expects to recognize acquisition-related expenses during the third
quarter of 1994 of approximately $1.8 million after tax in connection with the
acquisition of BNF Bancorp, Inc. and Liberty Bancshares, Inc. which were
consummated during the third quarter of 1994.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a $7.5
billion multi-bank holding company with 43 banks and 254 banking offices in
Tennessee, Mississippi, Arkansas, Alabama, and Kentucky.
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