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<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
April 14, 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 INFORMATION
Union Planters Corporation (the Corporation) has entered into a definitive
agreement to acquire BNF Bancorp, Inc. (formerly BANCFIRST Corporation), parent
company of BANKFIRST, a federal savings bank, headquartered in Decatur,
Alabama. This acquisition is considered probable and meets the test for a
significant subsidiary. Item 7 below presents the unaudited interim
consolidated financial statements of BNF Bancorp, Inc. as of and for the three
months ended December 31, 1993. The unaudited interim consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements for the year ended September 30, 1993, which are filed as
Exhibit 99 (a) to the Corporation's Current Report on Form 8-K dated February
8, 1994.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) Exhibits
99 Additional Exhibits
(a) BNF Bancorp, Inc. and Subsidiary Unaudited Consolidated
Financial Statements as of and for the Three Months Ended
December 31, 1993.
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
1. Consolidated Statements of Financial 1
Condition as of December 31, 1993
and September 30, 1993
2. Consolidated Statements of Income for
the Three Months Ended December 31, 1993
and 1992 2 and 3
3. Consolidated Statements of Stockholders' 4
Equity for the Three Months Ended
December 31, 1993
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
4. Consolidated Statements of Cash Flows 5 and 6
for the Three Months Ended December 31,
1993, and 1992
5. Notes to Consolidated Financial 7
Statements
</TABLE>
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: April 19, 1994 M. Kirk Walters
---------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
-3-
<PAGE> 1
EXHIBIT 99 (A)
BANCFIRST Corporation and Subsidiary
Unaudited Consolidated Financial Statements as of and
for the Three Months Ended December 31, 1993
<PAGE> 2
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1993 AND SEPTEMBER 30, 1993 (Dollars in Thousands)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1993
(UNAUDITED) *
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,845 $ 2,462
Investment securities (Note 4):
Held to maturity (estimated market values of
$5,553 and $5,553, respectively) 5,205 5,208
Available for sale (estimated market value of
$18,299 at September 30, 1993) 17,471 17,573
Mortgage-backed securities (Note 4):
Held to maturity (estimated market values of
$2,817 and $3,163, respectively) 2,727 3,022
Available for sale (estimated market value of
$74,615 at September 30, 1993) 76,585 73,275
Loans receivable (net of allowance for possible loan losses of $1,162) 156,451 152,310
Mortgage loans, held for sale 4,197 4,263
Accrued interest receivable:
Investment securities 389 410
Mortgage-backed securities 533 552
Loans receivable 1,195 1,221
Premises and equipment, net 4,831 4,466
Stock in Federal Home Loan Bank ("FHLB"), at cost 1,718 1,696
Real estate owned and repossessed assets 4
Prepaid expenses and other assets 1,051 652
-------- --------
TOTAL ASSETS $276,202 $267,110
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $220,448 $217,771
Borrowed funds 22,000 17,000
Advances by borrowers for taxes and insurance 528 888
Accrued interest payable 148 133
Income taxes 1,258 717
Other liabilities 497 709
-------- --------
Total liabilities 244,879 237,218
-------- --------
Stockholders' Equity:
Serial preferred stock - $.01 par value, authorized
400,000 shares - none issued
Capital stock - $.01 par value, 2,600,000 shares
authorized, 1,784,193 shares issued and outstanding $ 18 $ 18
Additional paid-in capital 11,184 11,184
Retained income, substantially restricted 19,428 18,690
Net unrealized appreciation on securities available for sale
(Note 4) 693
-------- --------
Total stockholders' equity 31,323 29,892
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $276,202 $267,110
======== ========
</TABLE>
*Balances derived from audited financial statements.
See notes to consolidated financial statements.
-1-
<PAGE> 3
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTH PERIODS ENDED DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1993 1992
(Unaudited)
<S> <C> <C>
INTEREST INCOME:
Mortgage Loans $2,161 $2,431
Consumer and other loans 1,110 1,021
Mortgage-backed securities 1,104 1,316
Investment securities 387 403
Other 22 23
------ ------
Total interest income 4,784 5,194
------ ------
INTEREST EXPENSE:
Deposits 1,924 2,072
Borrowed funds 252 207
------ ------
Total interest expense $2,176 $2,279
------ ------
NET INTEREST INCOME 2,608 2,915
PROVISION FOR LOAN LOSSES 96
------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,608 2,819
------ ------
NONINTEREST INCOME:
Fees and charges on loans 34 30
Service fee income on loans sold 17 16
Fees and service charges on deposit accounts 144 131
Net gain on sale of:
Mortgage loans 114 -
Investment securities 24 15
Other 89 132
------ ------
Total noninterest income 422 324
------ ------
NONINTEREST EXPENSE:
Salaries and employee benefits 730 626
Net occupancy expense 181 135
Data processing expense 38 102
Insurance premiums 63 143
Marketing and public relations 147 120
Other 254 308
------ ------
Total noninterest expense 1,413 1,434
------ ------
</TABLE>
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<PAGE> 4
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTH PERIODS ENDED DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1993 1992
(Unaudited)
<S> <C> <C>
INCOME BEFORE INCOME TAX EXPENSE $ 1,617 $ 1,709
INCOME TAX EXPENSE 593 694
--------- ---------
NET INCOME $ 1,024 $ 1,015
========= =========
AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 1,845,193 1,821,443
========= =========
EARNINGS PER SHARE (Note 3) $ 0.56 $ 0.56
========= =========
CASH DIVIDENDS PER SHARE $ 0.16 $ 0.15
========= =========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 5
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
THREE MONTH PERIODS ENDED DECEMBER 31, 1993 AND 1992
(Dollars in Thousands)
<TABLE>
<CAPTION>
Net
Unrealized
Retained Appreciation
Additional Income - on Securities Total
Capital Paid-In Substantially Available Stockholders'
Stock Capital Restricted for Sale Equity
<S> <C> <C> <C> <C> <C>
FOR THE THREE MONTH PERIOD
ENDED DECEMBER 31, 1993
(UNAUDITED):
Balance at September 30, 1993 $ 18 $ 11,184 $ 18,690 - $ 29,892
Change in unrealized appreciation
on securities available for sale, net
of related income tax effect $ 693 693
Cash dividends (286) (286)
Net income for the quarter ended
December 31, 1993 1,024 1.024
---- -------- -------- ----- --------
Balance at December 31, 1993 $ 18 $ 11,184 $ 19,428 $ 693 $ 31,323
==== ======== ======== ===== ========
FOR THE THREE MONTH PERIOD
ENDED DECEMBER 31, 1992
(UNAUDITED):
Balance at September 30, 1992 $ 18 $ 11,075 $ 15,705 $ 26,798
Cash dividends (266) (266)
Net income for the quarter
ended December 31, 1992 1,015 1,015
---- -------- -------- --------
Balance at December 31, 1992 $ 18 $ 11,075 $ 16,454 $ 27,547
==== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1993 1992
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,024 $ 1,015
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 96
Provision for depreciation 97 70
Accretion of discounts (17) (17)
Amortization of premiums 161 92
Net unrealized loss on loans held for sale 7
Gain on sale of investment securities (24) (15)
Loans originated for resale (392) (1,043)
Proceeds from sale of loans 392 1,043
Gain on sale of loans (123)
(Increase) decrease in real estate owned (4) 91
(Increase) in other assets (355) (177)
(Decrease) in other liabilities (16) (132)
--------- ---------
Net cash provided by (used in) operating activities 750 1,023
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities 2,472 1,166
Purchases of investment securities (2,000)
Loan originations (22,869) (19,173)
Mortgage-backed securities purchased (15,756) (1,504)
Proceeds from sale of mortgage-backed securities 5,496
Principal collections on loans 18,728 16,594
Principal collections on mortgage-backed securities 7,633 5,774
Purchases of premises and equipment (462) (714)
--------- ---------
Net cash provided by (used in) investing activities (6,758) 2,143
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 2,677 1,416
Cash dividends paid (286) (266)
Proceeds from (payments on) FHLB advances 5,000 (2,000)
--------- ---------
Net cash provided by (used in) financing activities 7,391 (850)
--------- ---------
</TABLE>
-5-
<PAGE> 7
BANCFIRST CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1993 1992
(Unaudited)
<S> <C> <C>
INCREASE IN CASH AND CASH EQUIVALENTS $ 1,383 $ 2,316
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,462 3,486
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD: $ 3,845 $ 5,802
======== ========
SUPPLEMENTAL INFORMATION FOR
CASH FLOW:
Cash payments of interest $ 2,161 $ 2,414
======== ========
Cash payments of income taxes $ 40 $ 150
======== ========
Unrealized appreciation on securities
available for sale, net of related income tax effect $ 693
========
</TABLE>
See notes to consolidated financial statements.
-6-
<PAGE> 8
BANCFIRST CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The preceding consolidated financial statements include the accounts
of BANCFIRST Corporation (formerly ALAFIRST Bancshares, Inc.), and its
wholly-owned subsidiary, BANKFIRST, a federal savings bank,
(collectively "the Bank").
2. The preceding consolidated financial statements at December 31, 1993
and for the three month periods ended December 31, 1993 and 1992 have
been prepared in accordance with instructions pursuant to Form 10-Q
Quarterly Report. The consolidated financial statements are unaudited
but, in the opinion of Management, reflect all accruals and
adjustments necessary for a fair presentation of the Bank's financial
position and results of its operations and its cash flows at the dates
and for the periods indicated. All such adjustments are of a normal
recurring nature. The results of operations for the three months
ended December 31, 1993 are not necessarily indicative of results to
be expected for the entire fiscal year of 1994.
3. Earnings per share is based on the weighted average number of shares
plus equivalent shares outstanding. The dilutive effect of shares
issuable under stock options is immaterial.
4. Statement of Financial Accounting Standards (SFAS") Number 114,
Accounting by Creditors for Impairment of a Loan and SFAS Number 115,
Accounting for Certain Investment in Debt and Equity Securities were
issued in May, 1993. SFAS Number 114 addresses the accounting by
creditors for impairment of certain loans and applies to all loans
that are restructured in a troubled debt restructuring. It requires
that impaired loans be measured based on the present value of expected
cash flows discounted at the loan's effective interest rate. This
Statement applies to financial statements for fiscal years beginning
after December 15, 1994. The Bank has not yet decided if it will elect
early adoption of this Statement, and Management cannot estimate the
effects of adoption on the financial statements. SFAS Number 115
addresses the accounting and reporting for investments in equity
securities that have readily determinable fair values and for all
investments in debt securities. Those investments are to be classified
in three categories with each having a specified accounting method as
to carrying value and recognition of unrealized gains and losses.
This Statement is effective for fiscal years beginning after December
15, 1993. The Bank has adopted this Statement for fiscal year
beginning October 1, 1993. As a result of this adoption, certain
investment securities and mortgage-backed securities classified as
available for sale are carried at market value, and $693,000 of
unrealized appreciation, net of related income tax effect, on
securities available for sale is shown as a component of stockholders'
equity at December 31, 1993. Prior to this adoption, at September 30,
1993, certain investment securities and mortgage-backed securities
classified as held for sale were stated at the lower of cost or
market.
5. On January 28, 1994, the Bank and Union Planters Corporation ("UPC"),
Memphis, Tennessee, announced the signing of a definitive agreement
for UPC to acquire the Bank with an exchange of 1.078 shares of UPC
common stock for each share of BANCFIRST common stock. The transaction
is subject to regulatory approval and the approval of BANCFIRST's
shareholders.
-7-
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