<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1994
REGISTRATION NO. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 6712 62-0859007
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code Number)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 383-6000
(Address, including zip code, and telephone number of
registrant's principal executive offices)
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan)
<TABLE>
<S> <C> <C>
GARY A. SIMANSON, ESQ. COPY TO: MARION S. BOYD, JR., ESQ.
Assistant Secretary and Associate General Counsel McDonnell Boyd
Union Planters Corporation The Crescent Center
7130 Goodlett Farms Parkway 6075 Poplar Avenue, Suite 650
Memphis, Tennessee 38018 Memphis, Tennessee 38119
(901) 383-6590 (901) 537-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
APPROXIMATE DATE OF THE PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
As soon as practicable after this Registration Statement becomes effective.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF OFFERING AGGREGATE
SECURITIES TO BE AMOUNT TO BE PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARES(2) PRICE(2) REGISTRATION FEE
---------- ------------- ------------- -------- ----------------
<S> <C> <C> <C> <C>
Common Stock (par value
$5.00 per share) including
rights to purchase shares
of Series A Preferred Stock(1) 150,000 $ 25.19 $ 3,778,500 $ 1,302.93
</TABLE>
- ----------------------------
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee and
based, pursuant to Rules 457(c) under the Securities Act of 1933, on the
average of the high and low prices of the Registrant's Common Stock on the New
York Stock Exchange on August 23, 1994.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Union Planters Corporation
("UPC") with the Commission (Commission File No. 0-6919) pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:
1. UPC's Annual Report on Form 10-K for the year ended December
31, 1993;
2. UPC's Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1994;
3. UPC's Quarterly Report on Form 10-Q for the three- and
six-month periods ended June 30, 1994;
4. UPC's Current Report on Form 8-K dated January 19, 1989, filed
on February 1, 1989, in connection with UPC's designation and
authorization of its Series A Preferred Stock;
5. UPC's Current Reports on Form 8-K dated February 8, 1994,
April 14, 1994, May 18, 1994, July 1, 1994, July 26, 1994,
August 18, 1994 and August 19, 1994; and
6. The description of UPC Common Stock contained in UPC's
Registration Statement under Section 12(b) of the Exchange
Act, and any amendment or report filed for the purpose of
updating such description.
UPC's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporates by reference specific portions of UPC's Annual Report to
Shareholders for that year (the "UPC Annual Report to Shareholders") but does
not incorporate other portions of the UPC Annual Report to Shareholders. The
portion of the UPC Annual Report to Shareholders captioned "Letter to
Shareholders" and other portions of the UPC Annual Report to Shareholders not
specifically incorporated into UPC's Annual Report on Form 10-K are not
incorporated herein and are not a part of the Registration Statement.
All documents filed by UPC with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
shares of UPC Common Stock offered hereby shall be incorporated herein by
reference and shall become a part hereof from and after the time such documents
are filed. Any statement contained herein or in a document incorporated herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently-filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The following document filed by the Union Planters Corporation 401(k)
Retirement Savings Plan (the "Plan") with the Commission pursuant to the
Exchange Act is hereby incorporated herein by reference:
1. Annual Report on Form 11-K of the Plan for the fiscal year ended
November 30, 1993, filed on August 26, 1994. This Annual Report has
been filed as required by General Instruction A.2.(ii) of Form S-8 and
is incorporated herein by reference pursuant to Item 3(a) thereof,
however the Plan was amended significantly in July of 1994 so as to
permit each participant in the Plan to elect, commencing October 1,
1994, to have his or her accounts invested in various types of assets,
including shares of the Union Planters Corporation Common Stock having
a par value of $5.00 per share, whereas the participants were
permitted no investment choices under the Plan before its amendment.
Accordingly, the Plan's Annual Report should not be relied upon as an
indication of the future investment performance of the Plan's assets.
II - 1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gary A. Simanson, Assistant Secretary and Associate General Counsel
for Union Planters Corporation, has passed upon the validity of the issuance of
the Union Planters Corporation Common Shares to be issued in connection with
the Union Planters Corporation 401(k) Retirement Savings Plan. Gary A.
Simanson is an officer of UPC and receives compensation from UPC.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the
Corporation may indemnify or purchase and maintain insurance to
indemnify any of its directors, officers, employees or agents and any
persons who may serve at the request of the Corporation as directors,
officers, employees, trustees or agents of any other corporation,
firm, association, national banking association, state-chartered bank,
trust company, business trust, organization or any other type of
entity whether or not the Corporation shall have any ownership
interest in such entity. Such indemnification(s) may be provided for
in the Bylaws, or by resolution of the Board of Directors or by
appropriate contract with the person involved.
Article V, INDEMNIFICATION, of the Registrant's Bylaws provides as
follows:
The Corporation does hereby indemnify its directors and
officers to the fullest extent permitted by the laws of the State of
Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may
indemnify any other person to the extent permitted by the Charter and
by applicable law.
Indemnification of corporate directors and officers is governed by
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act
(the "Act"). Under the Act, a person may be indemnified by a corporation
against judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees) actually and necessarily incurred by him in
connection with any threatened or pending suit or proceeding or any appeal
thereof (other than an action by or in the right of the corporation), whether
civil or criminal, by reason of the fact that he is or was a director or
officer of the corporation or is or was serving at the request of the
corporation as a director or officer, employee or agent of another corporation
of any type or kind, domestic or foreign, if such director or officer acted in
good faith for a purpose which he reasonably believed to be in the best
interest of the corporation and, in criminal actions or proceedings only, in
addition, had no reasonable cause to believe that his conduct was unlawful. A
Tennessee corporation may indemnify a director or officer thereof in a suit by
or in the right of the corporation against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of such suit unless such director or officer did not act
in good faith or with the degree of diligence, care and skill which ordinarily
prudent men exercise under similar circumstances and in like positions.
A person who has been wholly successful, on the merits or otherwise,
in the defense of any of the foregoing types of suits or proceedings is
entitled to indemnification for the foregoing amounts. A person who has not
been wholly successful in any such suit or proceeding may be indemnified only
upon the order of a court or a finding that the director or officer met the
required statutory standard of conduct by (i) a majority vote of a
disinterested quorum of the board of Directors, (ii) the Board of Directors
based upon the written opinion of independent legal counsel to such effect, or
(iii) a vote of the stockholders.
II - 2
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
4 -- Paragraph "Common Stock" of Article Sixth of the Charter of Union Planters Corporation.
5(a) -- Opinion of Gary A. Simanson, Esquire, regarding the validity of the Common Stock, $5.00 par value per
share, of Union Planters Corporation being registered for issuance pursuant to the Plan.
5(b) - Undertaking that UPC has submitted or will submit amended Plan to Internal Revenue Service to qualify plan
under Section 401 of the Internal Revenue Code (Included in Item 9)
15 -- Not applicable.
23(a) -- Consent of Gary A. Simanson (included in Exhibit 5(a))
23(b) -- Consent of Price Waterhouse LLP
23(c) -- Consent of KPMG Peat Marwick LLP
23(d) -- Consent of Deloitte & Touche
24 -- Power of Attorney (included in signature pages)
27 -- Not applicable.
28 -- Not applicable.
29 -- Not applicable
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
II - 3
<PAGE> 5
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus,
if not already delivered, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state
in the prospectus that it will promptly furnish, without charge, a copy
of such report on written or oral request of the employee and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver or cause
to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(6) To transmit or cause to be transmitted to all employees
participating in the portion of the Plan for which the Registration
Statement is filed, who do not otherwise receive such materials as
shareholders of the issuer, at the time and in the manner such material
is sent to its shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders generally.
(7) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II - 4
<PAGE> 6
(8) To submit, if it has not already done so, the amended
Plan to the Internal Revenue Service in a timely manner and to make all
changes required in order to qualify the amended Plan under Section 401
of the Internal Revenue Code.
II - 5
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Memphis, State of
Tennessee, on the 25th day of August, 1994.
DATE: August 25, 1994
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins
------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board
We, the undersigned directors and officers of Union Planters Corporation
do hereby constitute and appoint James F. Springfield and M. Kirk Walters, and
each of them, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for us and in our name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirments of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief
-----------------------------
Benjamin W. Rawlins, Jr. Executive Officer, Director
(Principal Executive Officer) August 25, 1994
/s/ John W. Parker Executive Vice President and
-----------------------------
John W. Parker Chief Financial Officer
(Principal Financial Officer) August 25, 1994
/s/ M. Kirk Walters Senior Vice President,
-----------------------------
M. Kirk Walters Treasurer and
Chief Accounting Officer August 25, 1994
/s/ Albert M. Austin Director August 25, 1994
-----------------------------
Albert M. Austin
/s/ Marvin E. Bruce Director August 25, 1994
-----------------------------
Marvin E. Bruce
/s/ George W. Bryan Director August 25, 1994
-------------------------------
George W. Bryan
/s/ Robert B. Colbert, Jr. Director August 25, 1994
-------------------------------
Robert B. Colbert, Jr.
</TABLE>
II - 6
<PAGE> 8
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C> <C>
/s/ C. J. Lowrance, III Director August 25, 1994
------------------------------
C. J. Lowrance, III
/s/ Jackson W. Moore President and Director August 25, 1994
------------------------------
Jackson W. Moore
/s/ Stanley D. Overton Director August 25, 1994
------------------------------
Stanley D. Overton
/s/ Lane Rawlins Director August 25, 1994
------------------------------
Lane Rawlins
/s/ Mike P. Sturdivant Director August 25, 1994
------------------------------
Mike P. Sturdivant
/s/ Richard A. Trippeer, Jr. Director August 25, 1994
------------------------------
Richard A. Trippeer, Jr.
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on August 25,
1994.
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
By: /s/ J. F. Springfield
-----------------------
J. F. Springfield
/s/ M. Kirk Walters
-----------------------
M. Kirk Walters
/s/ John W. Parker
-----------------------
John W. Parker
II - 7
<PAGE> 1
Exhibit 4
COMMON STOCK
(a) Shares of Common Stock may be issued at such time or times and
for such consideration or considerations (not less than the par value thereof)
as the Board of Directors may deem advisable subject to such limitations as may
be set forth in the laws of the State of Tennessee or the Charter or the Bylaws
of the Corporation.
(b) Except as provided by law or this Charter, each holder of Common
Stock shall have one vote in respect of each share of stock held by him of
record on the books of the Corporation on all matters voted upon by the
shareholders.
(c) Subject to the preferential dividend rights, if any, applicable
to shares of Preferred Stock and subject to applicable requirements, if any,
with respect to the setting aside of sums for purchase, retirement or sinking
funds for Preferred Stock, the holders of Common Stock shall be entitled to
receive, to the extent permitted by law, such dividends as may be declared from
time to time by the Board of Directors.
(d) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding up of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of Preferred Stock, holders of Common Stock shall be
entitled to receive all of the remaining assets of the Corporation of whatever
kind available for distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively. The Board of
Directors may distribute in kind to the holders of Common Stock such remaining
assets of the Corporation or may sell, transfer or otherwise dispose of all or
any part of such remaining assets to any other person, corporation, trust, or
other entity and receive payment therefor in cash, stock or obligations of such
other corporation, trust or entity, or any combination thereof, and may sell
all or any part of the consideration so received and distribute any balance
thereof in kind to holders of Common Stock. Neither the merger or
consolidation of the Corporation into or with any other corporation, nor the
merger of any other corporation into it, nor any purchase or redemption of
shares of stock of the Corporation of any class, shall be deemed to be a
dissolution, liquidation or winding up of the Corporation for the purposes of
this paragraph.
(e) Such numbers of shares of Common Stock as may from time to time
be required for such purpose shall be reserved for issuance (i) upon conversion
of any shares of Preferred Stock or any other obligation of the Corporation
convertible into shares of Common Stock which is at the time outstanding or
issuable upon exercise of any options or warrants at the time outstanding, and
(ii) upon exercise of any options or warrants at the time outstanding to
purchase shares of Common Stock.
<PAGE> 1
EXHIBIT 5a
LOGO
UNION PLANTERS CORPORATION
August 24, 1994
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38088
Re: 150,000 shares of the Common Stock, $5.00 par value
per share, of Union Planters Corporation ("UPC")
Gentlemen:
The undersigned has participated in the preparation of a registration statement
on Form S-8 (the "Registration Statement") for filing with the Securities and
Exchange Commission in respect to not more than 150,000 shares of UPC's Common
Stock, (the "Shares") which may be issued by UPC to employees of UPC pursuant
to the Union Planters Corporation 401(K) Retirement Savings Plan (the "Plan").
For purposes of rendering the opinion expressed herein, the undersigned has
examined UPC's corporate charter and all amendments thereto; UPC's by-laws and
amendments thereto; the Plan and such of UPC's corporate records as the
undersigned has deemed necessary and material to rendering the undersigned's
opinion. The undersigned has relied upon certificates of public officials and
representations of UPC officials, and has assumed that all documents examined
by the undersigned as originals are authentic, that all documents submitted to
the undersigned as photocopies are exact duplicates of original documents, and
that all signatures on all documents are genuine.
Further, the undersigned is familiar with and has supervised all corporate
action taken in connection with the authorization of the sale of the subject
securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power
and authority to issue, sell and deliver the subject securities, and to carry
on its business and own its property; and
<PAGE> 2
Union Planters Corporation
August 24, 1994
Page 10
2. The Shares have been duly authorized and when issued by UPC in
accordance with the Plan, the Shares will be fully paid and nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions.
(a) The undersigned is licensed to practice law only in the State of
Tennessee and the State of New York, and expresses no opinion with respect to
the effect of any laws other than those of the State of Tennessee and the
United States of America.
(b) The opinion stated herein is based upon statutes, regulations, rules,
court decisions and other authorities existing and effective as of the date of
this opinion, and the undersigned undertakes no responsibility to update or
supplement said opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior to the date hereof,
might have resulted in a different opinion.
(c) This opinion has been rendered solely for the benefit of Union
Planters Corporation and no other person or entity shall be entitled to rely
hereon without the express written consent of the undersigned.
(d) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as well as all state regulatory bodies and
jurisdictions where qualification is sought for the sale of the subject
securities.
The undersigned is an officer of and receives compensation from UPC and is
therefore not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ Gary A. Simanson
--------------------
Gary A. Simanson
Associate General Counsel
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Union Planters Corporation of our report dated January
20, 1994, except as to Note 2 which is as of March 1, 1994, which appears on
page 34 of the 1993 Annual Report to Shareholders of Union Planters
Corporation, which is incorporated by reference in Union Planters Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the incorporation by reference in the Registration Statement of our
report dated April 8, 1994, except as to Note 8 which is as of July 29, 1994,
appearing on page 4 of Exhibit A of the Annual Report of the Union Planters
Corporation 401 (k) Retirement Savings Plan on Form 11-K for the year ended
November 30, 1993.
S/ Price Waterhouse LLP
Memphis, Tennessee
August 23, 1994
<PAGE> 1
Exhibit 23 (c)
ACCOUNTANTS' CONSENT
The Board of Directors
Grenada Sunburst System Corporation:
We consent to incorporation by reference in the registration statement (No. )
on Form S-8 of Union Planters Corporation of our report dated January 28, 1994,
to the consolidated balance sheets of Grenada Sunburst System Corporation and
subsidiaries as of December 31, 1993 and 1992, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1993, which report appears in
the Current Report on Form 8-K dated July 26, 1994, of Union Planters
Corporation.
S/ KPMG Peat Marwick LLP
Memphis,Tennessee
August 25, 1994
<PAGE> 1
Exhibit 23 (d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Union Planters Corporation on Form S-8 of our report dated October 28, 1993
appearing in the Annual Report on Form 10-K of BNF BANCORP, INC., formerly
BANCFIRST Corporation, for the year ended September 30, 1993 and in the report
on Form 8-K of Union Planters Corporation dated February 8, 1994.
S/ Deloitte & Touche
Birmingham, Alabama
August 16, 1994
