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As filed with the Securities and Exchange Commission
on December 29, 1995
Registration No. 33-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0859007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(Address of Principal Executive Offices)
CAPITAL BANCORPORATION, INC. 1990 STOCK OPTION PLAN
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(Full title of the plan)
<TABLE>
<CAPTION>
<S> <C>
Copy to:
E. James House, Jr., Esq. R. Nash Neyland, Esq.
Secretary and Manager of the Legal Department Wyatt, Tarrant & Combs
Union Planters Corporation 6075 Poplar Avenue, Suite 650
7130 Goodlett Farms Parkway Memphis, Tennessee 39119
Memphis, Tennessee 38018
</TABLE>
(Name and address of agent for service)
(901) 383-6584
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share price fee
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<S> <C> <C> <C> <C>
Common Stock, 102,615(1) Not applicable $1,945,491.75(2) $670.86
$5.00 par value shares
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</TABLE>
(1) Plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h)(1); represents the aggregate price
at which outstanding options under the Plan may be exercised.
12 sequentially numbered pages.
Exhibit index on page 8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents in this
Registration Statement:
A. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
B. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;
C. The Registrant's Current Reports on Form 8-K: [i] dated
December 31, 1994, as filed January 13, 1995 and amended on January 31, 1995;
[ii] dated April 27, 1995, as filed on April 27, 1995; [iii] dated June 20,
1995, as filed on June 27, 1995; [iv] dated July 27, 1995, as filed on July 27,
1995; [v] dated August 21, 1995, as filed on August 22, 1995; [vi] dated August
22, 1995, as filed on August 22, 1995; [vii] dated October 26, 1995, as filed
on October 26, 1995; [viii] dated November 2, 1995, as filed on November 6,
1995; [ix] dated November 16, 1995, as filed on November 16, 1995; and [x]
dated December 8, 1995, as filed on December 8, 1995.
D. The description of the Common Stock of the Registrant
contained in the Registrant'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 subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference is deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this Registration Statement modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrant's Common Stock offered
pursuant to the Registration Statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of the Registrant. E. James
House, Jr. is an officer of and receives compensation from the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the Corporation may indemnify
any of its directors, officers, employees or agents and any person 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 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 Registrant'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 that Act, a person may be indemnified by a corporation
against judgments, 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
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
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unlawful. 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 persons exercise under similar circumstances and in like
positions.
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 shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
[2] To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
[3] To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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Provided, however, that paragraphs 1.A[1] and 1.A[2] do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
B. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on November 30,
1995.
UNION PLANTERS CORPORATION
By /s/ Benjamin W. Rawlins, Jr.
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Title Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. James House, Jr. and M. Kirk
Walters, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 30th day of November, 1995 in the capacities indicated:
SIGNATURE TITLE
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/s/ Benjamin W. Rawlins, Jr. Chairman of the Board,
- ---------------------------- Chief Executive Officer and Director
Benjamin W. Rawlins, Jr. (Principal Executive Officer)
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/s/ John W. Parker Executive Vice President and
- ---------------------------- Chief Financial Officer (Principal
John W. Parker Financial Officer)
/s/ M. Kirk Walters Senior Vice President, Treasurer
- ---------------------------- and Chief Accounting Officer
M. Kirk Walters
/s/ Albert M. Austin
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Albert M. Austin Director
/s/ Marvin E. Bruce
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Marvin E. Bruce Director
/s/ George W. Bryan
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George W. Bryan Director
/s/ Robert B. Colbert, Jr.
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Robert B. Colbert, Jr. Director
/s/ C.J. Lowrance, III
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C.J. Lowrance, III Director
/s/ Jackson W. Moore
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Jackson W. Moore President and Director
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Stanley D. Overton Director
/s/ V. Lane Rawlins
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V. Lane Rawlins Director
/s/ Mike P. Sturdivant
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Mike P. Sturdivant Director
/s/ Richard A. Trippeer, Jr.
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Richard A. Trippeer, Jr. Director
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Milton J. Womack Director
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
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4(a) Amended and Restated Charter of Incorporation of
the Registrant is incorporated by reference to
Exhibit 3 to the Current Report on Form 8-K dated
August 22, 1995, as filed on August 22, 1995.
4(b) Amended and Restated Bylaws of the Registrant, as
amended February 28, 1995 are incorporated by
reference to Exhibit 3(b) to the Annual Report on
Form 10-K dated December 31, 1994.
4(c) Rights Agreement, dated January 19, 1989 between the
Registrant and Union Planters National Bank,
including form of Rights Certificate (Exhibit A) and
a form Summary of Rights (Exhibit B), is incorporated
by reference to the Registration Statement on Form
8-A dated January 19, 1989, as filed on February 1,
1989 (Commission File No. 0-6919).
5 Opinion of E. James House, Jr., Esq., Secretary and
Manager of the Legal Department of Union Planters
Corporation as to the legality of the Common Stock.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of E. James House, Jr., Esq. (included in
Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
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Exhibit 5
December 29, 1995
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
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 in respect to 102,615 shares (the "Shares") of common
stock, $5.00 par value per share (the "Common Stock") of Union Planters
Corporation (the "Corporation") which may be issued by the Corporation pursuant
to the Capital Bancorporation, Inc. 1990 Stock Option Plan (the "Plan").
For purposes of rendering the opinion expressed herein, the undersigned has
examined the Corporation's corporate charter and all amendments thereto; the
Corporation's bylaws and amendments thereto; the Plan; and such of the
Corporation'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 the Corporation's
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.
The undersigned has further assumed, for purposes of this opinion, that the
Common Stock will be validly authorized on the respective dates of exercise of
options under the Plan and that, on the dates of exercise, the options will
have been duly executed and delivered and will constitute the legal, valid and
binding obligations of the Corporation, enforceable against the Corporation in
accordance with their respective terms.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, I am of the opinion that the Shares are duly authorized and, when issued
and sold in accordance with the Registration Statement, the prospectus
delivered to participants in the Plan pursuant to the requirements of the Act
(the "Prospectus"), the pertinent provisions of any applicable state securities
laws and the Plan, will be duly and validly issued, fully paid and
nonassessable.
I express no opinion with respect to Shares issuable upon the exercise of
options granted under the Plan which are purchased by
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the Corporation on the open market and which are not original issuance shares.
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 expresses no opinion with respect to the effect of any laws
other than those of the State of Tennessee and of the United States of America.
(b) The opinion stated herein is based upon 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 party
rendering a legal opinion under Item 5 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
therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ E. James House, Jr.
-----------------------
E. James House, Jr.
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 26, 1995, which
appears on page 35 of the 1994 Annual Report to Shareholders of Union Planters
Corporation, which is incorporated by reference in Union Planters Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Memphis, Tennessee
December 29, 1995
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Exhibit 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to incorporation by reference in the registration statement on Form
S-8 of Union Planters Corporation of our report dated January 17, 1995,
relating to the consolidated balance sheets of Capital Bancorporation, Inc. and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1994, which report
appears in the Form 8-K of Union Planters Corporation dated August 21, 1995.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
December 29, 1995
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