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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 1, 1994
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
TENNESSEE 0-10160 62-0859007
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
Not Applicable
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(Former name or former address, if changed since last report).
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Union Planters Corporation (the Corporation) consummated the acquisition
of BNF BANCORP, Inc. (formerly BANCFIRST Corporation) on September 1, 1994. BNF
BANCORP, Inc. (BNF) is a $278 million savings and loan holding company
headquartered in Decatur, Alabama, whose principal subsidiary is BANKFIRST, a
federal savings bank with six full-service offices located in Decatur, Athens,
Hartselle, and Moulton, Alabama.
The Corporation consummated the acquisition of BNF by issuing 2,000,329
shares of the Corporation's $5.00 par value common stock, which represents an
exchange ratio of 1.078 shares of the Corporation's common stock for each share
of BNF's $.01 par value common stock outstanding immediately prior to
consummation. The transaction is being accounted for as a pooling of interests.
Prior period financial statements and financial information for the Corporation
will be restated reflecting the BNF acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
The following financial statements, pro forma financial information, and
exhibits are filed as part of this report.
(a) Financial Statements of Business Acquired
(1) BANCFIRST Corporation and Subsidiary (now BNF BANCORP,
Inc.) audited consolidated financial statements for the
year ended September 30, 1993 required by this item are
incorporated herein by reference to Exhibit 99 (a) of Union
Planters Corporation's Current Report on Form 8-K dated
February 8, 1994.
(2) BNF BANCORP, Inc. and Subsidiary unaudited interim
consolidated financial statements dated June 30, 1994
required by this item are incorporated herein by reference
to Exhibit 99(b) of Union Planters Corporation's Current
Report on Form 8-K dated August 19, 1994.
(b) Pro Forma Financial Information
(1) The unaudited pro forma financial information required by
this item is incorporated herein by reference to Item 7(b)
of Union Planters Corporation's Current Report on Form 8-K
dated August 18, 1994.
(c) Exhibits
(2) Plan of acquisition, reorganization, arrangement,
liquidation, or succession.
Agreement and Plan of Reorganization dated as of
January 27, 1994 between Union Planters Corporation
and BFC Acquisition Company, Inc. and BANCFIRST
Corporation and BANKFIRST, a federal savings bank, is
incorporated herein by reference to Exhibit 2 of
Union Planters Corporation's Current Report on Form
8-K dated February 8, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Union Planters Corporation
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Registrant
Date: September 8, 1994 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer
and Chief Accounting Officer
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