<PAGE> 1
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
January 20, 1994
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in charter)
TENNESSEE 0-6919 62-0859007
------------------------ ------------- --------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report).
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 20, 1994, Union Planters Corporation (the Corporation)
announced operating results for the fourth quarter of 1993 and for the year.
Additionally, the Corporation announced an increase in the quarterly dividend
on its outstanding Common Stock. A copy of the Corporation's press releases
are attached as Exhibits 99 (a) and (b) and they are incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS
C. Exhibits
99 (a) Union Planters Corporation Press Release
dated January 20, 1994 announcing results
for the fourth quarter of 1993 and for the
year.
99 (b) Union Planters Corporation Press Release
dated January 20, 1994 announcing an
increase in the quarterly dividend on its
outstanding Common Stock.
-2-
<PAGE> 3
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
--------------------------------
Registrant
Date: January 20, 1994 /s/M. Kirk Walters
---------------------- ---------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
-3-
<PAGE> 1
EXHIBIT 99 (A)
Union Planters Corporation Press Release dated
January 20, 1994 announcing results for the
fourth quarter of 1993 and for the year.
<PAGE> 2
JACK W. PARKER, CFO JANUARY 20, 1994
(901) 383-6781
FOR IMMEDIATE RELEASE:
UNION PLANTERS CORPORATION ANNOUNCES RECORD EARNINGS
Memphis, Tennessee -- Union Planters Corporation announced today
fourth quarter and full year 1993 earnings. For the year, net earnings were
$63.1 million compared to $41.4 million in 1992, an increase of 52%. The
increase resulted from higher earnings from Union Planters National Bank and
continued growth in earnings from the Community Bank Group. For the year the
return on average assets was 1.01%, and the return on average common equity was
15.70% compared to .87% and 13.65%, respectively, for 1992.
For 1993 fully diluted net earnings per share were $2.57 compared to
$2.02 in 1992, an increase of 27%. 1993 includes a net benefit of $.08 per
share from the cumulative effect of required FASB accounting changes partially
offset by an extraordinary loss in the fourth quarter.
At December 31, 1993, Union Planters Corporation had total assets of
$6.3 billion compared to $5.3 billion at year end 1992. Total loans were $2.9
billion versus $2.2 billion and total deposits were $5.3 billion versus $4.5
billion. Total shareholders' equity at year end was $477 million compared to
-more-
<PAGE> 3
$356 million at the end of 1992. Union Planters National Bank, headquartered
in Memphis, Tennessee with branch locations in Memphis, Chattanooga, Jackson,
Knoxville, Murfreesboro and Nashville, earned $35.6 million for the year and
the Community Bank Group, which ended the year with 31 banking subsidiaries,
earned $30.2 million for the year.
Union Planters Corporation completed 12 acquisitions during 1993,
adding approximately $1.3 billion in total assets. These included Bank of East
Tennessee in Knoxville, Tennessee; SaveTrust Federal Savings Bank in Dyersburg,
Tennessee; Security Trust Savings & Loan Association in Knoxville, Tennessee;
First Federal Savings Bank in Maryville, Tennessee; First State Bancshares,
Inc. in Somerville, Tennessee; First Cumberland Bank in Madison, Tennessee;
Farmers Union Bank in Ripley, Tennessee; Garrett Bancshares, Inc. in
Goodlettsville, Tennessee; Erin Bank & Trust Company in Erin, Tennessee; Hogue
Holding Company, Inc. in Weiner, Arkansas; Central State Bancorp, Inc. in
Lexington, Tennessee; and First Financial Services, Inc. in Brownsville,
Tennessee.
Asset quality measures for the Corporation were very strong. At
December 31, 1993 nonperforming assets were $27 million, down from $45 million
at year end 1992. Nonperforming assets at December 31, 1993 represent .92% of
loans and foreclosed properties compared to 1.99% a year ago. The allowance
for losses on loans at December 31, 1993 was $80.4 million compared to $64.3
million a year ago.
-more-
<PAGE> 4
For the fourth quarter of 1993, net earnings were $13.0 million
compared to $11.5 million in the fourth quarter of 1992. The final quarter
included an extraordinary loss of $3.2 million for the defeasance of the
10 1/8% subordinated debentures issued in 1989. Earnings before this
extraordinary item were $16.2 million for the quarter. Net earnings per share
on a fully diluted basis were $.52 and earnings before the extraordinary loss
were $.65 per share. These compare to $.55 fully diluted earnings per share in
the fourth quarter of 1992.
For the quarter net interest income increased to $57.9 million from
$52.0 million in the same quarter a year ago. The net interest margin for the
quarter was 4.23% compared to 4.61% the prior year and 4.32% in the third
quarter.
The fourth quarter provision for losses on loans declined to $710,000
from $6.8 million in 1992. Noninterest income declined slightly to $20.7
million versus $21.0 million. Noninterest expense increased to $55.1 million
compared to $49.8 million with the increase primarily coming from the recently
acquired banks.
Loan volume has continued to increase along with the economic recovery
and higher consumer confidence. Average loans, excluding the impact of
acquisitions, increased 5% in the fourth quarter of 1993 compared to the same
period in 1992.
Union Planters Corporation is a multi-bank holding company with 36
banking subsidiaries (including 4 banks acquired in the acquisition of
Mid-South Bancshares, Inc. on January 1, 1994) in Tennessee, Arkansas,
Mississippi, Kentucky and Alabama.
<PAGE> 5
Union Planters Corporation
Financial Highlights (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Income statement amounts
Net interest income
Actual $ 57,944 $ 52,044 $ 234,605 $ 191,137
Tax-equivalent basis 61,534 54,294 247,920 200,003
Provision for losses on loans 710 6,813 9,689 18,557
Noninterest income
Investment securities gains 642 1,181 4,581 13,246
Other 20,072 19,835 80,218 70,027
Noninterest expense 55,105 49,818 224,480 199,218
Earnings before income taxes, extraordinary item
and accounting changes 22,843 16,429 85,235 56,635
Applicable income taxes 6,625 4,918 23,967 15,196
Earnings before extraordinary item and
accounting changes 16,218 11,511 61,268 41,439
Extraordinary item-defeasance of debt, net of taxes (3,206) - (3,206) -
Accounting changes, net - - 5,001 -
Net earnings 13,012 11,511 63,063 41,439
Per common share data
Earnings before extraordinary item/accounting changes
- primary $ .71 $ .58 $ 2.69 $ 2.10
- fully diluted .65 .55 2.49 2.02
Net earnings
- primary .55 .58 2.78 2.10
- fully diluted .52 .55 2.57 2.02
Cash dividends .18 .15 .72 .60
Book value 18.96 16.34
Book value - assuming conversion of
convertible preferred stock 19.06 16.84
Balances at end of period
Loans, net of unearned income $ 2,935,215 $ 2,231,839
Allowance for losses on loans 80,442 64,290
Nonperforming assets
Nonaccrual loans 14,646 36,698
Restructured loans 7,525 1,351
Foreclosed properties 4,792 6,497
Loans 90 days past due 4,771 3,368
Investment securities
Held for investment - Book value 2,021,963 1,721,439
- Market value 2,060,769 1,753,953
Held for sale - Book value 595,090 476,664
- Market value 600,491 485,581
Total assets 6,318,186 5,262,184
Total deposits 5,251,366 4,450,176
Total shareholders' equity 477,300 356,211
Total common equity 372,752 274,361
Tier 1 capital 446,066 349,453
</TABLE>
<PAGE> 6
Union Planters Corporation
Financial Highlights (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Average Balances
Loans, net of unearned income $ 2,855,333 $ 2,243,120 $ 2,777,032 $ 2,161,804
Investment securities 2,544,496 2,113,989 2,583,841 1,835,723
Earning assets 5,766,439 4,687,878 5,717,951 4,340,699
Total assets 6,312,669 5,113,165 6,249,339 4,742,832
Total deposits 5,266,433 4,360,267 5,299,634 4,067,360
Interest-bearing liabilities 4,999,407 4,112,173 5,006,968 3,815,239
Demand deposits 756,929 569,509 709,855 519,885
Shareholders' equity 472,180 350,910 446,994 329,492
Total common equity 367,632 269,060 347,774 258,343
Other supplemental information
Return on average assets
Earnings before extraordinary item and
accounting changes 1.02 % .90 % .98 % .87 %
Net earnings .82 % .90 % 1.01 % .87 %
Return on average common equity
Earnings before extraordinary item and
accounting changes 15.11 % 14.42 % 15.18 % 13.65 %
Net earnings 11.65 % 14.42 % 15.70 % 13.65 %
Allowance for losses on loans to
loans (end of period) 2.74 % 2.88 %
Nonperforming loans to loans .76 % 1.70 %
Nonperforming assets to loans and ORE .92 % 1.99 %
Net charge-offs of loans $ 3,665 $ 6,749 $ 10,144 $ 17,879
Net charge-offs as a
percentage of average loans .51 % 1.20 % .37 % .83 %
Common shares outstanding (end of
period, in thousands) 19,657 16,789
Weighted average shares outstanding
(in thousands)
Primary 19,788 16,890 19,622 16,765
Fully diluted 24,266 20,283 23,852 19,609
Yield on earning assets (tax-equivalent
basis) 6.99 % 7.67 % 7.21 % 8.05 %
Rate on interest-bearing liabilities 3.18 % 3.49 % 3.29 % 3.92 %
Interest rate spread (tax-equivalent basis) 3.81 % 4.18 % 3.92 % 4.13 %
Net interest income as a percentage of
average earning assets (tax-equivalent
basis) 4.23 % 4.61 % 4.34 % 4.61 %
Shareholders' equity to assets 7.55 % 6.77 %
Tier 1 capital to assets 7.10 % 6.85 %
</TABLE>
<PAGE> 1
EXHIBIT 99 (B)
Union Planters Corporation Press Release dated
January 20, 1994 announcing an increase in the
quarterly dividend on its Common Stock outstanding.
<PAGE> 2
JACK W. PARKER, CFO JANUARY 20, 1994
(901) 383-6781
FOR IMMEDIATE RELEASE:
UNION PLANTERS CORPORATION INCREASES THE DIVIDEND ON COMMON STOCK 17%
Memphis, Tennessee -- Union Planters Corporation announced today that
the Board of Directors has declared a quarterly dividend of $.21 per share on
Union Planters Corporation's Common Stock outstanding, an increase of 17% over
the previous quarterly dividend of $.18 per share. The dividend is payable
February 18, 1994 to holders of record on February 4, 1994. Common Stock
dividends per share in 1993 were $.72. The quarterly increase puts the new
annual dividend at $.84 per share.
In increasing the dividend, the Board of Directors considered the fact
that Union Planters Corporation had record net earnings in 1993 of $63.1
million, or $2.57 per share on a fully diluted basis. In making the
announcement, Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer
stated: "We are very pleased with the performance of the Corporation in 1993.
The increase in the quarterly dividend is part of our long-term plan to provide
a growing dividend in line with our growth in earnings."
Additionally, the Board of Directors declared a quarterly dividend of
$.648438 per share on the Corporation's 10 3/8% Series C Preferred Stock and a
dividend of $.50 per share on the Corporation's 8% Series E Preferred Stock.
Both of these dividends are payable February 15, 1994 to holders of record on
February 1, 1994.
-o0o-
