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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
May 18, 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 0-6919 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 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- and six-month periods ended March 31, 1994. 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- and Six-Months
Periods Ended March 31, 1994.
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Page
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1. Consolidated Statements of Financial Condition
as of March 31, 1994 and September 30, 1993 1
2. Consolidated Statements of Income for the
Quarter and Six-Month Periods Ended
March 31, 1994 and 1993 2
3. Consolidated Statements of Stockholders' Equity
for the Six-Months Periods Ended March 31, 1994 and
March 31, 1993 4
4. Consolidated Statements of Cash Flows for
the Six-Months Periods Ended March 31, 1994
and March 31, 1993 5
5. Notes to Consolidated Financial Statements 7
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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: May 23, 1994 /s/M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99 (A)
BNF Bancorp, Inc. and Subsidiary
Unaudited Consolidated Financial Statements as of and
for the Three- and Six-Month Periods Ended March 31, 1994
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BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 1994 AND SEPTEMBER 30, 1993 (Dollars in Thousands)
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March 31, September 30,
1994 1993
(Unaudited) *
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ASSETS
Cash and cash equivalents $ 3,606 $ 2,462
Investment securities (Note 4):
Held to maturity (estimated market values of $5,238
and $5,553, respectively) 5,202 5,208
Available for sale (estimated market value of $18,299
at September 30, 1993) 17,197 17,573
Mortgage-backed securities (Note 4):
Held to maturity (estimated market values of $2,366
and $3,163, respectively) 2,317 3,022
Available for sale (estimated market value of $74,615
at September 30, 1993) 78,243 73,275
Loans receivable (net of allowance for possible loan losses
of $1,161 at March 31, 1994 and September 30, 1993) 161,665 152,310
Mortgage loans held for sale 1,159 4,263
Accrued interest receivable:
Investment securities 318 410
Mortgage-backed securities 532 552
Loans receivable 1,127 1,221
Premises and equipment, net 4,887 4,466
Stock in Federal Home Loan Bank ("FHLB"), at cost 1,739 1,696
Real estate owned and repossessed assets 55
Prepaid expenses and other assets 915 652
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TOTAL ASSETS $278,962 $267,110
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $225,935 $217,771
Borrowed funds 20,000 17,000
Advances by borrowers for taxes and insurance 700 888
Accrued interest payable 137 133
Income taxes 1,001 717
Other liabilities 543 709
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Total liabilities 248,316 237,218
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Stockholders' equity:
Serial preferred stock - $.01 par value, authorized
400,000 shares - none issued
Capitalized stock - $.01 par value, 3,200,000 shares
authorized, 1,784,193 shares issued and outstanding $ 18 $ 18
Additional paid-in capital 11,184 11,184
Retained income, substantially restricted 19,925 18,690
Net unrealized depreciation on securities available for sale
(Note 4) (481)
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Total stockholders' equity 30,646 29,892
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $278,962 $267,110
======== ========
*Balances derived from audited financial statements.
See notes to consolidated financial statements.
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<TABLE>
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
QUARTERS AND SIX MONTH PERIODS ENDED MARCH 31, 1994 AND 1993
(Dollars in Thousands, Except Per Share Amounts)
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For the For the Six Month
Quarters Ended Periods Ended
March 31, March 31,
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1994 1993 1994 1993
(Unaudited) (Unaudited)
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INTEREST INCOME:
Mortgage loans $2,101 $2,268 $4,262 $4,726
Consumer and other loans 1,107 979 2,218 1,973
Mortgage-backed securities 1,096 1,229 2,200 2,544
Investment securities 355 442 741 846
Other 23 27 44 50
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Total interest income 4,682 4,945 9,465 10,139
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INTEREST EXPENSE:
Deposits 1,917 1,938 3,840 4,010
Borrowed funds 240 195 492 402
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Total interest expense 2,157 2,133 4,332 4,412
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NET INTEREST INCOME 2,525 2,812 5,133 5,727
PROVISION FOR LOAN LOSSES 22 118
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NET INTEREST INCOME
AFTER PROVISION
FOR LOAN LOSSES 2,525 2,790 5,133 5,609
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NONINTEREST INCOME:
Fees and charges on loans 26 25 60 56
Service fee income on loans sold 17 21 34 37
Fees and service charges on
deposit accounts 142 122 286 253
Net gain (loss) on sale of:
Investment securities (4) 10 21 25
Mortgage loans 22 136
Other 116 153 204 284
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Total noninterest income 319 331 741 655
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NONINTEREST EXPENSE:
Salaries and employee benefits 752 658 1,482 1,284
Net occupancy expense 197 154 378 289
Data processing expense 112 110 150 213
Insurance premimums 145 92 292 235
Marketing and public relations 95 172 158 291
Other 308 310 561 617
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Total noninterest expense 1,609 1,496 3,021 2,929
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<TABLE>
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
QUARTERS AND SIX MONTH PERIODS ENDED MARCH 31, 1994 AND 1993
(Dollars in Thousands, Except Per Share Amounts)
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For the For the Six Month
Quarters Ended Periods Ended
March 31, March 31,
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1994 1993 1994 1993
(Unaudited) (Unaudited)
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INCOME BEFORE INCOME
TAX EXPENSE $ 1,235 $ 1,625 $ 2,853 $ 3,335
INCOME TAX EXPENSE 453 597 1,046 1,292
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NET INCOME $ 782 $ 1,028 $ 1,807 $ 2,043
========== ========== ========== ==========
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES
OUTSTANDING 1,859,835 1,834,548 1,853,405 1,828,524
========== ========== ========== ==========
EARNINGS PER SHARE
(Note 3) $ 0.42 $ 0.56 $ 0.97 $ 1.12
========== ========== ========== ==========
CASH DIVIDENDS PER SHARE $ 0.16 $ 0.15 $ 0.32 $ 0.30
========== ========== ========== ==========
See notes to consolidated financial statements.
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<TABLE>
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
SIX MONTH PERIODS ENDED MARCH 31, 1994 AND 1993
(Dollars in Thousands)
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Net Unrealized
Appreciation
Retained (Depreciation)
Additional Income- on Securities Total
Capital Paid-in Substantially Available Stockholders'
Stock Capital Restricted for Sale Equity
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For the Six Month Period
Ended March 31, 1994
(Unaudited):
Balance at September 30, 1993 $ 18 $11,184 $18,690 $29,892
Impact at October 31, 1993 of
adoption of Statement of
Financial Accounting Standards
No. 115 (Note 4) $ 2,066 2,066
Change in unrealized appreciation
(depreciation) on securities available
for sale, net of related income
tax effect (2,547) (2,547)
Cash dividends (572) (572)
Net income for the six month period
ended March 31, 1994 1,807 1,807
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Balance at March 31, 1994 $ 18 $11,184 $19,925 $ (481) $30,646
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For the Six Month Period
Ended March 31, 1993
(Unaudited):
Balance at September 30, 1992 $ 18 $11,075 $15,705 $26,798
Cash dividends (532) (532)
Net income for the six month period
ended March 31, 1993 2,043 2,043
---- ------- ------- -------
Balance at March 31, 1993 $ 18 $11,075 $17,216 $28,309
==== ======= ======= =======
See notes to consolidated financial statements.
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<TABLE>
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTH PERIODS ENDED MARCH 31, 1994 AND 1993
(Dollars in Thousands)
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1994 1993
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,807 $ 2,043
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 118
Provision for depreciation 211 139
Accretion of discounts (29) (27)
Amortization of premiums 285 181
Net unrealized loss on loans held for sale 39
Gain on sale of investment securities (24) (25)
Loans originated for resale (3,830) (8,256)
Proceeds from sale of loans originated for resale 3,830 8,256
Gain on sale of loans (179) (21)
(Increase) decrease in real estate owned (55) 299
(Increase) decrease in other assets (99) 36
Decrease in other liabilities (66) (383)
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Net cash provided by operating activities 1,890 2,360
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities 2,472 2,175
Proceeds from maturities of investment securities 1,000
Purchase of investment securities (2,000) (6,720)
Loan originations (39,102) (29,558)
Mortgage-backed securities purchased (23,692) (15,860)
Proceeds from sale of mortgage-backed securities 5,496 4,351
Principal collections on loans 32,665 31,950
Principal collections on mortgage-backed securities 13,455 10,539
Purchases of premises and equipment (632) (1,146)
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Net cash used in investing activities (11,338) (3,269)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 8,164 1,591
Cash dividends paid (572) (532)
Proceeds from (payments on) FHLB advances 3,000 (1,000)
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Net cash provided by financing activities 10,592 59
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BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTH PERIODS ENDED MARCH 31, 1994 AND 1993
(Dollars in Thousands)
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1994 1993
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INCREASE (DECREASE) IN CASH AND CASH $ 1,144 $ (850)
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,462 3,486
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,606 $ 2,636
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SUPPLEMENTAL INFORMATION FOR CASH FLOW:
Cash payments of interest $ 4,328 $ 4,429
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Cash payments of income taxes $ 751 $ 1,200
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Unrealized depreciation on securities available for sale,
net of related income tax effect $ 481
=======
See notes to consolidated financial statements.
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BNF BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. The preceding consolidated financial statements include the accounts
of BNF BANCORP, INC. ("BNF"), formerly BANCFIRST Corporation, and
its wholly-owned subsidiary, BANKFIRST, a federal savings bank,
(collectively "the Bank").
2. The preceding consolidated financial statements at March 31, 1994
and for the quarters and six month periods ended March 31, 1994 and
1993 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 quarter and six month period ended March 31, 1994
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 No. 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 No. 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. The Bank 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 $481,000 of unrealized depreciation, net of related
income tax effect, on securities available for sale is shown as a
component of stockholders' equity at March 31, 1994. 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, BNF and Union Planters Corporation ("UPC"),
Memphis, Tennessee, announced the signing of a definitive agreement
for UPC to acquire BNF with an exchange of 1.078 shares of UPC
common stock for each share of BNF common stock. The transaction is
subject to regulatory approval and the approval of BNF shareholders.
6. On April 18, 1994, the Bank and BANKALABAMA, Huntsville, Alabama,
announced the signing of an agreement for the Bank to acquire
BANKALABAMA's Beltline Road, Decatur, Alabama branch which consists
of approximately $600,000 in deposits and approximately $200,000 in
loans receivable as well as approximately $107,000 in fixed assets.
This transaction is subject to regulatory approval.
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