<PAGE> 1
As Filed With the Securities and Exchange Commission on December 29, 1994
Registration No. 33-56269
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
AMENDMENT NO. 1
(Post Effective Amendment No. 1)
ON
FORM S-8
TO
FORM S-4
Registration Statement
Under
The Securities Act of 1933
---------------
UNION PLANTERS CORPORATION
(Exact name of issuer as specified in its charter)
TENNESSEE 62-0859007
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 383-6000
(Address and Telephone Number of Principal Executive Offices)
GRENADA SUNBURST SYSTEM CORPORATION
KEY EMPLOYEES STOCK PLAN
(Full title of the plan)
---------------
GARY A. SIMANSON, ESQ.
Assistant Secretary and Associate General Counsel
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 383-6590
(Name, address and telephone number of agent for service)
---------------
Copy to:
MARION S. BOYD, ESQ.
McDonnell Dyer, a professional limited company
The Crescent Center
6075 Poplar Avenue, Suite 650
Memphis, Tennessee 38119
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par 160,000 N/A N/A <F2>
value<F1> shares
====================================================================================================================================
<FN>
<F1> Includes one attached Series A Preferred Stock purchase
right per share.
<F2> The registrant previously paid $100,911 on November 1, 1994
to register 14,750,000 shares of Union Planters Corporation
Common Stock, including the 160,000 shares to be registered
on this Form S-8.
</TABLE>
---------------
This amendment shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of
1933.
<PAGE> 2
The undersigned registrant hereby files this post-effective
amendment (the "Registration Statement") to register on Form S-8
shares of Union Planters Corporation (the "Company") common stock,
$5.00 par value, and the attached Series A Preferred Share Purchase
Rights of the Company ("UPC Common Stock"), previously registered on
Form S-4 (File No. 33-56269) for issuance to optionees under the
Amended and Restated Grenada Sunburst System Corporation Key
Employees Stock Plan pursuant to the terms and conditions of the
Agreement and Plan of Reorganization dated July 1, 1994 by and
between the Company, GSSC Acquisition Company, Inc., Grenada Sunburst
System Corporation, Sunburst Bank, Mississippi, and Sunburst Bank,
Louisiana.
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Company (Commission File
No. 1-10160) with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act")
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(ii) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1994, June 30, 1994
and September 30, 1994;
(iii) The Company's Current Report on Form 8-K dated
October 20, 1994, which includes preliminary third
quarter 1994 operating results (unaudited) and
consolidated financial statements of the Company for
the three years ended December 31, 1993 (audited) and
for the six-month periods ended June 30, 1994 and
1993 (unaudited) presenting the restatement of the
Company's historical consolidated financial statements
to reflect consummation of recently completed
acquisitions by the Company (these financial
statements constitute the historical consolidated
financial statements of the Company effective October
20, 1994;
(iv) The Company's Current Report on Form 8-K dated
January 19, 1989, filed on February 1, 1989
(Commission File No. 0-6919), in connection with the
Company's designation and authorization of its Series
A Preferred Stock;
(v) The Company's Current Reports on Form 8-K dated
January 11, 1994, January 20, 1994, February 8, 1994
(as amended February 23, 1994), April 14, 1994, April
15, 1994, April 28, 1994, May 18, 1994, May 19, 1994
(as amended July 26, 1994), July 1, 1994, July 21,
1994, July 26, 1994, August 18, 1994, August 19,
1994, September 1, 1994, September 19, 1994,
September 28, 1994 and October 20, 1994; and
(vi) The description of the UPC Common Stock contained in
the Company's Registration Statement under Section
12(b) of the Exchange Act, and any amendment or
report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be made a part hereof from the date
of filing of such documents.
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<PAGE> 3
Where any documents or part thereof is incorporated by
reference in the Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the Plan is delivered, upon written or oral request of such person,
a copy of any and all of the information incorporated by reference
in the Registration Statement, excluding exhibits unless such
exhibits are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Charter of the Company 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 Company'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, penalties, 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, entity or enterprise 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. With the exception of a
proceeding in which a director shall have been adjudged liable to
the corporation or a proceeding charging improper personal benefit
to him in which he shall have been adjudged liable on the basis
that personal benefit was improperly received by him, 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.
The indemnification and advancement of expense granted pursuant
to the Act are not deemed to be exclusive of any other rights to
which a director seeking indemnification or advancement of expense
may be entitled under other sections of the Act, the corporation's
charter or bylaws or, when authorized by such charter or bylaws, in
a resolution of shareholders or directors, or an agreement
providing for such
- 3 -
<PAGE> 4
indemnification; provided, however that a director may not be
indemnified for breach of loyalty to the corporation or its
shareholders or for acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law.
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.
Item 8. Exhibits.
---------
The following exhibits are filed herewith or incorporated herein
by reference:
4.1 Restated Charter of Union Planters Corporation (incorporated
herein by reference from Exhibit 1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993)
4.2 Amended and Restated By-Laws of Union Planters Corporation
(incorporated by reference herein from Exhibit 2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993)
4.3 Amended and Restated Grenada Sunburst System Corporation
Key Employees Stock Plan
5.1 Opinion of Gary A. Simanson as to the legality of the
securities to be registered
23.1 Consent of Price Waterhouse LLP
24.1 Power of Attorney*
- --------------
* Previously filed
- 4 -
<PAGE> 5
SIGNATURES
----------
The Registrant. Pursuant to the requirements of Rule 471 of
the Securities Act of 1933, the registrant has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Memphis, State of Tennessee, on the 28th day of December, 1994.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Union Planters Corporation
By /s/ Benjamin W. Rawlins, Jr.
--------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board
<TABLE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr.
- ------------------------------ Chairman of the Board, December 28, 1994
Benjamin W. Rawlins, Jr. Chief Executive
Principal Executive Officer Officer and Director
/s/ John W. Parker
- ------------------------------ Executive Vice President and December 28, 1994
John W. Parker Chief Financial Officer
Principal Financial Officer
/s/ M. Kirk Walters
- ------------------------------ Senior Vice President, December 28, 1994
M. Kirk Walters Treasurer and Chief
Principal Accounting Officer Accounting Officer
*
- ------------------------------ Director December 28, 1994
Albert M. Austin
*
- ------------------------------ Director December 28, 1994
Marvin E. Bruce
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<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ------------------------------ Director December 28, 1994
George W. Bryan
*
- ------------------------------ Director December 28, 1994
Robert B. Colbert, Jr.
*
- ------------------------------ Director December 28, 1994
C.J. Lowrance, III
*
- ------------------------------ Director December 28, 1994
Jackson W. Moore
*
- ------------------------------ Director December 28, 1994
Stanley D. Overton
*
- ------------------------------ Director December 28, 1994
V. Lane Rawlins
*
- ------------------------------ Director December 28, 1994
Mike P. Sturdivant
*
- ------------------------------ Director December 28, 1994
Richard A. Tripper, Jr.
</TABLE>
*By /s/ M. Kirk Walters
---------------------------------
M. Kirk Walters, Attorney-in-fact
M. Kirk Walters, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power
of attorney duly executed by such persons and previously filed.
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<PAGE> 7
<TABLE>
EXHIBIT INDEX
--------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C>
4.1 Restated Charter of Union Planters Corporation
(incorporated herein by reference from Exhibit 1 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993)
4.2 Amended and Restated By-Laws of Union Planters Corporation
(incorporated herein by reference from Exhibit 2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993)
4.3 Amended and Restated Grenada Sunburst System
Corporation Key Employees Stock Plan
5.1 Opinion of Gary A. Simanson as to the legality of
the securities to be registered
23.1 Consent of Price Waterhouse LLP
24.1 Power of Attorney*
<FN>
- --------------
* Previously filed
</TABLE>
943360026/10
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<PAGE> 1
Exhibit 4.3
AMENDED AND RESTATED
GRENADA SUNBURST SYSTEM CORPORATION
KEY EMPLOYEES STOCK PLAN
I. ESTABLISHMENT OF THE PLAN
Grenada Sunburst System Corporation (hereinafter called "the
Company") hereby establishes a Key Employee Stock Plan
(hereinafter called the "Plan") upon the terms and
conditions hereinafter stated.
II. PURPOSES OF THE PLAN
The purposes of the Plan are: (1) to facilitate and
encourage stock ownership by key employees of the Company
and its subsidiaries; (2) to provide an incentive for such
employees to expand and improve the growth and prosperity of
Sunburst Bank System and its Subsidiary Companies; and (3)
to assist Sunburst Bank System and its Subsidiary Companies
in attracting and retaining such employees.
III. DEFINITIONS
A. "Board" means the Board of Directors of the Company and
includes the Compensation Committee of the Board of
Directors as to any matter in regard to which the
Compensation Committee may lawfully exercise the powers
of the full Board.
B. "Capital Stock" means shares of the common stock, $1.00
par value, of the Company.
C. "Code" means the Internal Revenue Code of 1986 (or any
successor Federal tax law) as from time to time
amended.
D. "Committee" means the Compensation Committee
established by the Board pursuant to Article V hereof.
E. "Grantee" means an individual to whom an Option is
granted under the Plan.
F. "Option" means a right granted to purchase Capital
Stock under the Plan.
G. "Awardee" means an individual to whom an Award is
granted under the Plan.
H. "Award" means a grant of shares of Capital Stock under
the Plan.
I. "Restricted" means that those shares of Capital Stock
to which the term is applied may not be sold, assigned,
transferred, pledged, or otherwise encumbered, except
as hereinafter provided, during the Restriction Period.
J. "Subsidiary Company" means a corporation or enterprise
which, at the time
<PAGE> 2
of election of participation and payment of an award
under this plan, at least 50% of its stock is owned by
Grenada Sunburst System Corporation.
IV. TYPES OF GRANTS
The Plan provides for:
A. "Nonqualified Stock Options"; that is, options to
purchase Capital Stock of the Company under terms and
conditions which is not intended to qualify as an
"incentive stock option" under the provisions of
Section 422A of the IRC; and
B. "Restricted Stock Awards"; that is, grants of shares of
Capital Stock, restricted in use or disposition for a
defined period ("Restriction Period").
V. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by a Committee of not
less than three directors of the Company or a
subsidiary company who shall be appointed by and shall
serve at the pleasure of the Board. No person shall
serve on the Committee if that person is or has been
within one year of such service eligible for selection
as a person to whom stock options may be granted
pursuant to the Plan or any other plan of the Company
or any of its affiliates. All members of the Committee
shall also meet all other requirements for
qualification as a "disinterested person" within the
meaning of Rule 16b-3 (or any successor rule or
regulation) - ("Rule 16b-3") under the Securities
Exchange Act of 1934.
B. The Committee may grant Options and Awards under the
Plan and shall have authority, within the limitations
of the Plan as amended or modified from time to time,
to determine:
(1) Which of the eligible individuals will be granted
Options or Awards under the Plan,
(2) Whether Options or Awards are to be granted in a
particular case,
(3) The number of shares that may be awarded or
purchased under options,
(4) The fair market value at the time of grant of the
shares awarded or subject to option,
(5) The extent and duration of restrictions placed on
Awards,
(6) The exercise price to be paid for shares subject
to option, such exercise price to be determined
in accordance with Article XA(1), and
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<PAGE> 3
(7) The terms and provisions of individual Option or
Award agreements (which need not be identical).
The Committee shall also have the power to make all
other determinations and to establish any rules,
regulations, or policies consistent with the terms of
the Plan, necessary or advisable for administering the
Plan, including policies concerning whether
interruption of service for military or public service,
leaves of absence, temporary assignment to other
employment, or similar reasons shall constitute a
termination or interruption of employment for purposes
of the Plan.
C. In determining the employees to whom Options and Grants
shall be made, the type of awards to be made in each
case, and the number of shares to be awarded or covered
by each Option or Grant, the Committee shall take into
consideration the employee's duties and
responsibilities, the employee's present and potential
contribution to the growth and success of the Company
or a Subsidiary Company, and such other factors as the
Committee may deem relevant to accomplish the purposes
of the Plan. The Committee shall not be precluded from
awarding an Option or Grant to any eligible individual
solely because such individual may previously have been
awarded Options or Grants under the Plan.
D. The Committee shall act by vote or written consent of
a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee
may adopt such rules, regulations, and procedures as it
deems advisable for the conduct of its affairs and may
appoint one of its members to be chairperson and any
person, whether or not a member, to be its secretary or
agent.
E. Any or all powers and functions of the Committee may at
any time and from time to time be exercised by the
Board provided, however, that, with respect to the
participation in the Plan of employees who are members
of the Board, such powers and functions of the
Committee may be exercised by the Board only if, at the
time of such exercise, a majority of the members of the
Board and a majority of the directors acting in the
particular matter are "disinterested persons" within
the meaning of Rule 16b-3.
F. The decisions of the Committee shall be final and
binding unless otherwise determined by the Board. The
date of Committee action approving a grant, of an
Option or Award shall be deemed the date of grant. No
member of the Committee and no member of the Board
shall be liable for any action taken, or determination
made, in good faith related to the Plan.
VI. ELIGIBILITY
The individuals to whom Options and/or Awards may be granted
shall be key employees of the Company or of a Subsidiary
Company (excluding directors who are not also employees).
No Options or Awards shall be granted to any person who is
not a full-time salaried employee of the Company or of a
Subsidiary Company.
- 3 -
<PAGE> 4
VII. CAPITAL STOCK SUBJECT TO OPTIONS AND AWARDS
The aggregate number of shares of Capital Stock which may be
issued pursuant to Options and Restricted Stock Grants
provided under the Plan shall not exceed 15% of the number
of shares of Common Stock outstanding as of the date on
which shareholder approval of the Plan is obtained. The
number of shares is, however, subject to adjustment as
hereinafter provided in Article XI. All such shares may be
issued upon, or reserved subject to, exercise of either
Options or Awards. If an Option or Award as to any shares
is surrendered before vesting or exercise, or expires or
terminates for any reason without having been vested or
exercised in full, or for any reason ceases to be
exercisable, the number of unvested, unpurchased shares
covered thereby shall, unless the Plan shall have been
terminated, revert back to the Company and become available
for the granting of Options or Awards under the Plan within
the aggregate maximums stated above.
VIII. DURATION OF PLAN
Subject to the other provisions of the Plan, Nonqualified
Stock Options and Restricted Stock Grants may be provided
under the Plan at any time and from time to time during the
period beginning on the date of adoption by the Board of
Directors, and ending at the close of business on the date
ten years thereafter.
X. TERMS AND CONDITIONS OF THE GRANTS
A. Stock Options
(1) Each Option granted pursuant to the Plan shall
state the total number of shares of Capital Stock
which may be purchased under it. The price to be
paid on exercise for each share of Capital Stock
purchasable under any Option granted under the
Plan shall be determined by the Committee.
(2) Subject to the limitations of the Plan as amended
or modified from time to time, every Option
granted under the Plan shall be evidenced by
written option certificates in such form and
containing such agreements, terms, and conditions
(which need not be identical) as the Committee,
in its discretion, may determine, and the
Committee may condition the grant of any Option
on execution by the Grantee of such documents as
it judges appropriate to evidence the Grantee's
acceptance of such agreements, limits, and
conditions.
(3) Exercisability. Options granted under the Plan
--------------
shall vest at the end of the two-year period
subsequent to the grant. In the event of death,
disability, or retirement, the granted options
shall become fully vested.
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<PAGE> 5
(4) Duration of Exercisability. The unexercised
--------------------------
portion of any Option granted under the Plan
shall automatically and without notice terminate
and become null and void on the earliest to occur
of the following:
(a) The expiration of ten years from the date on
which such Option was granted or such
shorter period of time as the Option may
provide;
(b) The surrender by the Grantee to the Company
of any such Option (whether or not in
exchange for another Option); and
(c) Pre-retirement termination of the Grantee's
employment with the Company or its
subsidiary companies.
In the event of termination of the Grantee, or in
the event of a change of ownership or effective
control of the Company, the Board of Directors
shall have the authority, at their discretion, to
expressly waive the provisions of Section X(3)
and XB(7) with respect to options or grants
awarded.
(5) Options may be granted under the Plan on or after
the Effective Date specified under Article XIII
contingent upon shareholder approval of the Plan,
but notwithstanding any other provisions of the
Plan or of any Option, no Option granted under
the Plan shall be exercisable until the Plan has
been approved by the shareholders of the Company
pursuant to Article XIII below.
(6) Options shall not be transferable by a Grantee
except by will or the laws of descent and
distribution, and during a Grantee's lifetime
shall be exercisable only by such Grantee.
Options transferred by will or by the laws of
descent and distribution may be exercised after
the Grantee's death only by the grantee's
executors or administrators, or by the persons
who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death
of the Optionee.
(7) Payment for Shares.
------------------
(a) Payment in full of the purchase price for
the shares purchased pursuant to the
exercise of any Option shall be made upon
exercise of the Option. All shares sold
under the Plan shall be fully paid and
nonassessable.
(b) The terms of any Option granted under the
Plan may, but need not, include an
arrangement whereby the Grantee may, upon
exercise of an Option, borrow an established
part of the purchase price from the Company
or any subsidiary on such terms described in
the option agreement, consistent with
applicable law or Company regulations. The
principal amount of any such loan shall bear
interest at a rate (or at a rate
- 5 -
<PAGE> 6
established by a formula) set forth in the
option agreement, but interest shall not be
less than that rate necessary to avoid
"unstated interest" under Section 483 of the
Code.
(c) The terms of any Option granted under the
Plan may, but need not, permit the Grantee,
under procedures established by the
Committee upon exercise of an Option to pay
the purchase price by tender of shares of
Capital Stock of the Company owned by the
optionee. In such a case, the current fair
market value of the shares tendered as of
the date of the Company's receipt of notice
of exercise shall be treated as payment of
the corresponding amount of the purchase
price of the shares being acquired under the
Option.
(8) No grantee of an Option shall have any voting of
dividend rights or any other rights of a
stockholder in respect of any shares of Capital
Stock covered by an Option prior to the time that
the grantee's name is recorded on the Company's
stockholder ledger as the holder of record of
such shares acquired pursuant to an exercise of
an Option.
B. Restricted Stock Awards
All shares of Capital Stock awarded to participants
under this Plan shall be subject to the following terms
and conditions, and to such other terms and conditions
not inconsistent with the Plan as shall be contained in
the Agreement referred to in Article XB(5).
(1) At the time of the Award, there shall be
established for each participant a "Restricted
Period" which shall be not less than one year nor
more than five years. Shares of stock awarded to
participants may not be sold, assigned,
transferred, pledged, or otherwise encumbered,
except as hereinafter provided, during the
Restricted Period. Except for such restrictions
on transfer, the participant as owner of such
shares shall have all the rights of a holder of
Capital Stock, including, but not limited to, the
right to receive all dividends paid on such
shares (subject to the provisions of Article
XB(2)).
(2) If a participant ceases to be a full-time
employee of the Company or one or more of its
subsidiaries for any reason other than death,
disability, or retirement, all shares of stock
theretofore awarded to the participant which are
still subject to the restrictions imposed by
Article XB(1) shall upon such termination of
employment be forfeited and returned to the
Company.
Whether or not an employee's termination was for
disability or retirement, as used herein, shall
be determined by the Board as detailed in the
Company's group long-term disability plan.
(3) If a participant ceases to be a full-time
employee of the Company and its subsidiaries by
reason of death, disability, or retirement, the
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<PAGE> 7
restrictions imposed by Article XB(1) shall
expire with respect to all Shares theretofore
awarded to the Participant.
(4) Each certificate issued in respect of shares
awarded under the Plan shall be registered in the
name of the participant and deposited by the
participant, together with a stock power endorsed
in blank, with the Company and shall bear the
following legend:
"The transferability of this certificate and
the shares of stock represented hereby are
subject to the terms and conditions
(including forfeiture) contained in the Key
Employees Stock Plan for Sunburst Bank
System and an Agreement entered into between
the owner of this stock and Sunburst Bank
System. Copies of such Plan and Agreement
are on file in the office of the Secretary
of Sunburst Bank System, Grenada,
Mississippi.
(5) The participant shall enter into an Agreement
with the Company in a form specified by the Board
agreeing to the terms and conditions of the award
and such other matters, including compliance with
applicable Federal and State Securities Laws, if
any, and methods of withholding required taxes,
as the Board shall in its sole discretion
determine.
(6) At the expiration of the Restricted Period
imposed pursuant to Article XB(1), the Company
shall redeliver to the participant, or the
Participant's legal representative, the shares
deposited with it pursuant to Article X(B)(4).
(7) Restricted Stock Grants under the Plan shall vest
over a two-year period subsequent to the grant.
One-third of the grant shall require no vesting.
The other two-thirds of the grant shall vest in
equal numbers at 12-month intervals beginning
with the last calendar day of the 12-month period
following the date of grant. In the event of
death, disability, or retirement, the Restricted
Stock Grants shall become fully vested.
XI. CHANGES IN CAPITALIZATION
In the event there is a change in classification of or
subdivision or combination of or stock dividend on the
outstanding Common Stock of the Company, the maximum
aggregate number and class of shares as to which awards may
be granted under the Plan shall be appropriately adjusted by
the Board whose determination shall be conclusive. Any
shares of Common Stock or other securities or assets (other
than ordinary cash dividends) received by a participant with
respect to shares awarded to him which are still subject to
the restrictions imposed pursuant to Article X(B)(1) will be
subject to the same restrictions and shall be deposited by
the participant with the Company.
If the Company shall be consolidated or merged with another
corporation, each
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<PAGE> 8
employee who has an outstanding award hereunder which at the
time is subject to the restrictions imposed pursuant to
Article XB(1) shall deposit with the Company the stock,
securities, or other assets which the participant is entitled
to receive by reason of ownership of the shares of stock
subject to the restrictions, and such stock, securities or
other assets will be subject to the restrictions imposed by
Article XB(1). In the event that the Company is not the
surviving corporation in any such merger or consolidation, or
if the Company is dissolved, the Board shall cause to remove
all restrictions on all shares theretofore granted under the
Plan as of a date selected by the Board prior to the Effective
Date of such merger, consolidation, or dissolution.
XII. AMENDMENT OF THE PLAN
The Board of Directors may from time to time alter, amend,
suspend, or discontinue the Plan, except that no alteration
or amendment shall, without the approval of a majority of
the stockholders of the Company present (or represented) and
entitled to vote at a duly called stockholders' meeting,
increase the total number of shares which may be awarded
under the Plan (except as provided in Article XI) or change
the standards of eligibility of employees eligible to
participate in the Plan. No such amendment or modification
shall, however, adversely affect (without written consent)
any employee with respect to stock already awarded to the
Participant.
XIII. EFFECTIVE DATE AND TERMINATION OF PLAN
The Plan shall become effective when it has received the
approval of the holders of a majority of Sunburst Bank
System's Common Stock present, or represented, and entitled
to vote at a duly called stockholders' meeting. No shares
may be awarded or options granted under the Plan after the
tenth anniversary of its Effective Date.
- 8 -
<PAGE> 1
Exhibit 5.1
December 28, 1994
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38088
Re: 160,000 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 with respect to not more than
160,000 shares of UPC's Common Stock (the "Shares") which may be issued
by UPC pursuant to obligations of Grenada Sunburst System Corporation
assumed by UPC in connection with the transaction contemplated by the
Agreement and Plan of Reorganization dated July 1, 1994, by and between
UPC, GSSC Acquisition Company, Inc., Grenada Sunburst System Corporation,
Sunburst Bank, Mississippi and Sunburst Bank, Louisiana (the "Agreement").
For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's Restated Charter and all amendments thereto; UPC's Bylaws
and amendments thereto; the Agreement 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 issuance of the
subject securities pursuant to the Agreement.
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
2. The Shares have been duly authorized and when issued by UPC in
accordance with the Agreement, the Shares will be fully paid and
nonassessable.
<PAGE> 2
Union Planters Corporation
December 28, 1994
Page 2
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 the 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 undersigned being named as a party
rendering a legal opinion under the caption "Validity of UPC Common Stock"
in the Prospectus constituting part of the Registration Statement and 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,
By: /s/ Gary A. Simanson
--------------------------
Gary A. Simanson
Associate General Counsel
Union Planters Corporation
<PAGE> 1
Exhibit 23.1
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
September 8, 1994, which appears on page 40 of Exhibit 99(b) of Union
Planters Corporation's Current Report on Form 8-K dated October 20,
1994.
/s/ Price Waterhouse LLP
Memphis, Tennessee
December 28, 1994
