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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 1994
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 0-6919 62-0859007
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
Union Planters Administrative Center
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 383-6000
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Item 5. Other Events.
Union Planters Corporation, a Tennessee corporation ("UPC"),
executed an Agreement and Plan of Reorganization (the "Reorganization
Agreement") dated July 1, 1994 with Grenada Sunburst System Corporation, a
Delaware corporation ("GSSC"), whereby UPC will acquire GSSC through the merger
of GSSC Acquisition Company, Inc., a wholly owned subsidiary of UPC ("GSSCAC"),
with and into GSSC (the "Merger"). UPC and GSSC, bank holding companies
registered under the Bank Holding Company Act of 1956, as amended, had total
assets of approximately $6.7 billion and $2.5 billion, respectively, as of June
30, 1994 and operate subsidiary banks located in Tennessee, Arkansas, Kentucky,
Mississippi, and Alabama and Mississippi and Louisianna, respectively. GSSCAC
was formed solely to effectuate the Merger.
The Reorganization Agreement provides that the consummation of the
Merger is subject to the satisfaction or waiver, if applicable, of certain
conditions precedent, including (i) the requisite approval of the
Reorganization Agreement and the Plan of Merger (to be executed by UPC, GSSC
and GSSCAC) by the Shareholders of UPC (the "UPC Shareholders"), and the
stockholders of GSSC (the "GSSC Stockholders"), (ii) the requisite approval of
the Board of Governors of the Federal Reserve System, the Mississippi
Department of Banking and Consumer Finance and any other required banking
authorities, (iii) the written opinion of counsel with respect to the tax-free
nature of the Merger to holders of GSSC Common Stock, (iv) the receipt by each
of UPC and GSSC of a written fairness opinion from their respective independent
financial advisor, (v) all material consents or approvals of governmental
agencies or bodies required in connection with the Merger. Any of the
conditions to the Merger, other than the requirements of approval by (i) the
UPC Shareholders, (ii) the GSSC Stockholders and (iii) the regulatory
authorities, may be waived by the parties. The consummation of the Merger will
occur after the satisfaction or waiver of all of the conditions precedent to
the Merger and the Merger will become effective upon the filing of the
Certificate of Merger with the Secretary of State of Delaware (the "Effective
Time").
At the Effective Time, the outstanding shares of GSSC Common Stock
held by the GSSC Stockholders immediately prior to the Effective Time will
automatically be converted into the right to receive whole shares of UPC Common
Stock and a cash payment in settlement of any remaining fractional share of UPC
Common Stock. The number of shares of UPC Common Stock to be exchanged for
each share of GSSC Common Stock issued and outstanding immediately prior to the
Effective Time will be based on an exchange ratio (the "Exchange Ratio") as
determined and set forth below. The Exchange Ratio will be determined as
follows:
(A) In the event the Current Market Price Per Share of
UPC Common Stock (as hereinafter defined) should be greater
than or equal to $24.00 per share of UPC Common Stock but less
than or equal to $29.25 per share of UPC Common Stock (the
"Primary Collar"), the Exchange Ratio would be fixed at 1.4206
shares of UPC Common Stock for each share of GSSC Common Stock
issued and outstanding at the Effective Time;
(B) In the event the Current Market Price Per Share of
UPC Common Stock should be greater than $29.25 per share of
UPC Common Stock but less than or equal to $31.25 per share of
UPC Common Stock (the "Upper Secondary Collar"), the Exchange
Ratio would be based on (a) a fixed price of $41.55 per share
of GSSC Common Stock divided by (b) the Current Market Price
Per Share of UPC Common Stock for each share of GSSC Common
Stock validly issued and outstanding at the Effective Time;
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(C) In the event the Current Market Price Per Share of
UPC Common Stock should be greater than $31.25 per share of
UPC Common Stock (the "Ceiling"), the Exchange Ratio would be
fixed at 1.3296 shares of UPC Common Stock for each share of
GSSC Common Stock; provided, however, UPC would have the right
to either deliver shares of UPC Common Stock based on the
fixed Exchange Ratio of 1.3296 or to terminate the
transaction; provided, however, should UPC elect to terminate
the transaction under this provision, GSSC would have the
unilateral right to reinstate the transaction by accepting in
exchange for each share of GSSC Common Stock issued and
outstanding at the Effective Time that number of shares of UPC
Common Stock at the Current Market Price Per Share sufficient
to equal $41.55 per share of GSSC Common Stock;
(D) In the event the Current Market Price Per Share of
UPC Common Stock should be greater than or equal to $22.00 per
share of UPC Common Stock but less than $24.00 per share of
UPC Common Stock (the "Lower Secondary Collar"), the Exchange
Ratio would be based on (a) a fixed price of $34.09 per share
of GSSC Common Stock divided by (b) the Current Market Price
Per Share of UPC Common Stock for each share of GSSC Common
Stock validly issued and outstanding at the Effective Time;
and
(E) In the event the Current Market Price Per Share of
UPC Common Stock should be less than $22.00 per share of UPC
Common Stock (the "Floor"), the Exchange Ratio would be fixed
at 1.5495 shares of UPC Common Stock for each share of GSSC
Common Stock; provided, however, subject to the terms and
conditions of the Reorganization Agreement, GSSC will have the
right to either accept the fixed Exchange Ratio of 1.5495 or
terminate the transaction in accordance with the terms and
provisions of the Reorganization Agreement, provided, however,
should GSSC elect to terminate the transaction under this
provision and the Current Market Price Per Share of UPC Common
Stock should be greater than or equal to $18.50, UPC would
have the unilateral right to reinstate the transaction by
delivering in exchange for each share of GSSC Common Stock
issued and outstanding at the Effective Time shares of UPC
Common Stock based on that number of shares of UPC Common
Stock at the Current Market Price Per Share sufficient to
equal $34.09 per share of GSSC Common Stock.
The Reorganization Agreement may be terminated by either UPC or
GSSC by July 31, 1994 if, based upon a due diligence review of the books,
records and operations of the other party, they determine that such review does
not support the party's preliminary expectations as to growth and earnings.
The Reorganization Agreement may be terminated by GSSC without
penalty, if GSSC's Board of Directors so determines by a majority vote, if (a)
the Current Market Price Per Share of UPC Common Stock should be less than
$18.50; or (b) both of the following conditions are satisfied:
(A) The Current Market Price Per Share of a share of
UPC Common Stock shall be less than $22.00; and
(B)(i) The number obtained by dividing the Current Market
Price Per Share of UPC Common Stock by $26.75 (the closing
price per share of UPC Common Stock, as reported on the New
York Stock Exchange ("NYSE") Composite Transactions Tape
reporting system on June 30, 1994), is less than (ii) the
number obtained by dividing the average of the Index Price (as
hereinafter
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defined) for the Pricing Period (as hereinafter defined) by
the Index Price on June 30, 1994 (the last NYSE trading day
immediately preceding the date of the first public
announcement of entry by the parties into the Reorganization
Agreement) and subtracting 0.10 from the quotient in this
clause (ii); subject, however, to the following three
sentences.
In the event GSSC elects to exercise its termination right pursuant
to the foregoing, it must give prompt written notice to UPC. Upon the proper
receipt of such notice, UPC will (provided the Current Market Price Per Share
of UPC Common Stock is greater than or equal to $18.50) have the option to
increase the consideration to be received by the GSSC Stockholders in the
Merger by adjusting the Exchange Ratio to equal the number (calculated to the
nearest one one-hundredth) obtained by dividing $34.09 (being the product of
$22.00 and the Exchange Ratio) by the Current Market Price Per Share of UPC
Common Stock (the "Maximum Exchange Ratio"). If UPC so elects, it must give
prompt written notice to GSSC of such election and the adjusted Exchange Ratio,
whereupon no termination will be deemed to have occurred, and the
Reorganization Agreement will remain in full force and effect in accordance
with its terms (except as the Exchange Ratio shall have been so modified).
The Reorganization Agreement further provides that GSSC may
terminate the Reorganization Agreement to enter into a letter of intent,
agreement in principle or definitive agreement with any third party with
respect to an acquisition proposal; provided, however, either GSSC or such
third party must pay UPC the sum of $12,000,000 before executing any such
agreement. The payment of $12,000,000 to UPC will be in full satisfaction of
any claim or right that it might have under the Reorganization Agreement.
The parties anticipate consummating the Merger on or before
December 31, 1994.
For purposes of the Reorganization Agreement and the Plan of
Merger, the following terms have the meanings indicated:
(A) "Current Market Price Per Share" means the average
closing price per share of the "last" real time trades (i.e.,
closing price) of the UPC Common Stock on the NYSE (as
published in The Wall Street Journal, Eastern Edition) for
each of the twenty (20) NYSE general market trading days next
preceding the receipt of all necessary regulatory approvals on
which the NYSE was open for business (the "Pricing Period").
In the event the UPC Common Stock does not trade on one or
more of the trading days during the Pricing Period (a "No
Trade Date"), any such No Trade Date will be disregarded in
computing the average closing price per share of UPC Common
Stock and the average will be based upon the "last" real time
trades and number of days on which the UPC Common Stock
actually traded during the Pricing Period.
(B) "Index Group" means AmSouth Bancorporation; BB&T
Financial Corporation; BankSouth Corporation; Commerce
Bancshares, Inc.; Compass Bancshares, Inc.; Chester Financial
Corporation; Central Fidelity Banks, Inc.; First American
Corporation; First Tennessee National Corporation; First
Virginia Banks, Inc.; Mercantile Bancorporation Inc.;
Mercantile Bancshares Corporation; Regions Financial
Corporation; and Southern National Corporation. In the event
that the common stock of any such company ceases to be
publicly traded or a proposal to acquire any such company is
announced after June 30, 1994, such company will be removed
from the Index Group.
(C) "Index Price," on a given date, means the average of
the closing prices on such date of the common stocks of the
companies comprising the Index Group.
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Item 7. Exhibits
99.1 Press Release dated July 1, 1994
* * *
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SIGNATURES
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.
Dated: July 11, 1994
UNION PLANTERS CORPORATION
By: /s/ M. Kirk Wolters
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M. Kirk Wolters
Senior Vice President, Treasurer and
Chief Accounting Officers
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EXHIBIT 99.1
Jack W. Parker, CFO July 1, 1994
Union Planters Corporation
901-383-6781
Dan Holland, CFO
Grenada Sunburst System Corporation
601-227-2008
FOR IMMEDIATE RELEASE:
UNION PLANTERS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
GRENADA SUNBURST SYSTEM CORPORATION
Memphis, Tennessee -- Union Planters Corporation's (UPC's) Chairman of
the Board, Benjamin W. Rawlins, Jr., and Grenada Sunburst System Corporation's
("GSSC") Chairman of the Board, J. T. "Pete" Boone, jointly announced today
that the two companies have entered into a definitive agreement in which UPC
will acquire all of the outstanding stock of GSSC in a transaction valued at
approximately $361 million based on UPC's June 30 1994, closing stock price of
$26.75.
Under the terms of the definitive agreement UPC will exchange
approximately 1.42 shares of UPC common stock for each common share of GSSC.
The acquisition, which is to be accounted for as a pooling of interests, is
expected to be completed by year-end 1994, pending approval by both companies'
shareholders and regulatory authorities and the completion of other closing
conditions.
GSSC is the third largest financial institution headquartered in
Mississippi. The bank operates 127 offices in Mississippi and
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Louisiana. As of March 31, 1994, total assets were approximately $2.5 billion,
total loans $1.5 billion, total deposits $2.2 billion, and shareholders' equity
$178 million.
J. T. "Pete" Boone, GSSC's Chairman & CEO, said, "We are extremely
pleased to join forces with UPC. Their philosophy of banking with regard to
customers and employees parallels ours. Their community banks retain their own
identity, their directors and management. Decisions affecting the customers
are made on the local level. The uniqueness of a community bank combined with
access to the resources of the multi-billion dollar Union Planters Corporation
affords our customers the best of all worlds."
Benjamin W. Rawlins, Jr., UPC's Chairman and CEO, said, "We are
excited about the opportunity to significantly increase our banking presence in
Mississippi and enter the Baton Rouge, Louisiana market. Our organizations are
very compatible and we view this as an in-market transaction with good
opportunities for improved operating efficiencies and revenue enhancements.
Grenada Sunburst has both strong management and very good asset quality."
UPC, headquartered in Memphis, Tennessee, is the third largest bank
headquartered in Tennessee and operates 233 banking offices in Tennessee,
Mississippi, Alabama, Arkansas, and Kentucky. The company's assets at March
31, 1994, totaled $6.7 billion. On a pro forma basis, UPC's total assets will
exceed $10 billion and shareholders' equity will exceed $750 million when all
pending acquisitions are consummated.
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