|
|
|
|
|
|
|
|
|
|
|
|
|
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8 K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 31, 1995 (December 31, 1994)
------------------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
TENNESSEE 0-10160 62-0859007
- ------------------------------------- ----------------------------- -------------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
</TABLE>
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
--------------
Not Applicable
------------------------------------------------------------
(Former name or former address, if changed since last report).
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Union Planters Corporation (the Corporation) consummated the acquisition
of Grenada Sunburst System Corporation (GSSC) on December 31, 1994. Prior to
its acquisition and merger with and into the Corporation, GSSC was a multi-bank
holding company headquartered in Mississippi with approximately $2.5 billion of
total assets. The two major commercial banking subsidiaries of GSSC were
Sunburst Bank, Mississippi and Sunburst Bank, Louisiana, with total assets of
approximately $2.0 billion and $500 million, respectively. Both are now
wholly-owned subsidiaries of the Corporation. Reference is made to the
Corporation's Quarterly Report on Form 10-Q dated September 30, 1994 and the
Corporation's Current Reports on Form 8-K dated July 1, 1994, July 26, 1994,
August 19, 1994, and September 28, 1994 for additional information regarding
this acquisition.
In determining the amount of consideration paid in the transaction, the
Corporation took into account the factors described in the subsections headed
"Reasons and Recommendations of UPC Board of Directors" and "Fairness Opinion
of Stifel Nicolaus" found on pages 42 through 48 of the Joint Proxy
Statement/Prospectus dated November 10, 1994 included in the Corporation's
Registration Statement on Form S-4 (Registration No. 33-56269) which disclosure
is incorporated by reference as part of this Report.
The merger of the Corporation and GSSC was consummated by the Corporation
issuing 1.4530 shares of its $5 par value Common Stock for each outstanding
share of GSSC. The total number of shares of Union Planters Corporation's $5
par value Common Stock issued in the transaction was 13,776,357. (Approximate
value of the transaction is $288 million based on the December 31, 1994 stock
price of $20.88). The acquisition of GSSC was approved by a majority of the
shareholders of both the Corporation and GSSC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
<TABLE>
<CAPTION>
(a) Financial Statements of Business Acquired PAGE
----------------------------------------- --------
<S> <C> <C>
(1) Grenada Sunburst System Corporation and Subsidiaries
Audited Consolidated Financial Statements as of and for
the three years ended December 31, 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 July 26, 1994
(2) Grenada Sunburst System and Subsidiaries Unaudited Interim
Consolidated Financial Statements as of and for the Three and
Nine Months ended September 30, 1994
a) Consolidated Balance Sheets as of September 30, 1994,
December 31, 1993, and September 30, 1993 1
b) Consolidated Statements of Income, Quarters and
Nine Months ended September 30, 1994 and 1993 2
c) Consolidated Statements of Changes in Stockholders'
Equity, Nine Months ended September 30, 1994 and 1993 3
d) Consolidated Statements of Cash Flows, Nine Months
ended September 30, 1994 and 1993 4
e) Notes to Consolidated Financial Statements 5
</TABLE>
-2-
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C>
(b) Pro Forma Financial Information
(1) Union Planters Corporation Unaudited Pro Forma
Consolidated Financial Statements
a) Introduction 2
b) Unaudited Pro Forma Consolidated Balance Sheet
as of Septembver 30, 1994 3
c) Unaudited Pro Forma Conoslidated Statement of Earnings
for the Nine Months ended Septemeber 30, 1994 5
d) Unaudited Pro Forma Consolidated Statement of Earnings
for the Twelve Months ended December 31, 1993 8
e) Unaudited Pro Forma Consolidated Statement of Earnings
for the Twelve Months ended December 31, 1992 11
f) Unaudited Pro Forma Consolidated Statement of Earnings
for the Twelve Months ended December 31, 1991 12
g) Notes to the Unaudited Pro Forma Consolidated Financial
Statements 13
</TABLE>
(c) Exhibits
(1) Plan of acquisition, reorganization, arrangement, liquidation,
or succession
Agreement and Plan of Reorganization dated as of July 1,
1994 between Union Planters Corporation, GSSC Acquisition
Company, Inc., Grenada Sunburst System Corporation,
Sunburst Bank, Mississippi, and Sunburst Bank, Louisiana is
incorporated herein by reference to Exhibit 2(a) of Union
Planters Corporation's Current Report on Form 8-K dated
July 26, 1994.
-3-
<PAGE> 4
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
--------------------------------
Registrant
Date: January 31, 1995 /s/ M. Kirk Walters
-------------------- --------------------------------
M. Kirk Walters
Senior Vice President, Treasurer
and Chief Accounting Officer
-4-
<PAGE> 5
ITEM 7(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Grenada Sunburst System Corporation and Subsidiaries Unaudited
Consolidated Financial Statements as of and for the three and nine months ended
September 30, 1994.
-5-
<PAGE> 6
FINANCIAL INFORMATION
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Sept. 30, Dec.31, Sept. 30,
1994 1993 1993
ASSETS --------- --------- ---------
<S> <C> <C> <C>
Cash and demand balances with banks $ 142,683 133,889 128,968
Interest bearing deposits with banks 1,126 28 28
Securities available for sale 119,000 120,101 119,638
Investment securities (Market value of
approximately $277,620, $301,240
and $302,908) 274,611 287,945 288,855
Mortgage-backed securities (Market
value of approximately $177,183,
$170,815 and $187,313) 182,150 167,532 177,612
Mortgages held for resale 25,079 73,956 55,088
Federal funds sold and securities
purchased under agreements to resell 0 25,000 23,000
Loans 1,704,820 1,569,547 1,539,531
Less: Unearned income 9,055 9,007 8,823
Allowance for credit losses 32,898 32,749 32,142
---------- --------- ---------
Net loans 1,662,867 1,527,791 1,498,566
Premises and equipment, net 49,763 48,738 48,293
Other real estate 3,795 5,185 6,590
Accrued interest receivable 20,522 18,262 18,115
Other assets 29,299 27,771 29,047
---------- --------- ---------
Total Assets $2,510,895 2,436,198 2,393,800
========== ========= =========
LIABILITIES
Deposits
Demand:
Non-interest bearing $ 412,935 419,641 371,463
Interest bearing 657,021 607,472 604,560
Savings 166,120 165,814 163,456
Time, $100,000 and over 217,731 247,538 260,760
Other time 768,567 759,342 764,186
---------- --------- ---------
Total deposits 2,222,374 2,199,807 2,164,425
Federal funds purchased and securities
sold under agreements to repurchase 54,223 30,542 25,256
Other borrowed funds 24,355 12,941 13,116
Accrued interest payable 9,360 8,939 8,064
Other liabilities 11,840 9,897 13,589
---------- --------- ---------
Total Liabilities 2,322,152 2,262,126 2,224,450
STOCKHOLDERS' EQUITY
Common stock, $1.00 par value, 15,000,000
authorized, 9,492,975 shares issued at
September 30, 1994, December 31, 1993 and
September 30, 1993 9,493 9,493 9,493
Paid in capital 31,842 31,842 31,842
Net unrealized loss-securities
available for sale (620) (75) (14)
Retained earnings 148,028 132,812 128,029
---------- --------- ---------
Total Stockholders' Equity 188,743 174,072 169,350
---------- --------- ---------
Commitments and contingent liabilities
Total Liabilities and Stockholders' Equity $2,510,895 2,436,198 2,393,800
========== ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
1
<PAGE> 7
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
---------------------------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1994 1993 1994 1993
--------- ------- -------- ---------
INTEREST INCOME
<S> <C> <C> <C> <C>
Loans including fees $36,523 31,785 102,573 90,340
Deposits with banks 11 0 22 108
Mortgages held for resale 595 1,077 2,355 2,954
Federal funds sold and securities
purchased under agreements to resell 43 141 306 417
Securities:
Taxable 6,296 6,827 18,702 21,147
Exempt from federal taxes 1,210 1,261 3,748 4,069
Dividends 461 337 1,324 1,159
------- ------ ------- -------
Total Interest Income 45,139 41,428 129,030 120,194
INTEREST EXPENSE
Deposits:
Demand 4,037 3,588 11,275 10,473
Time, $100,000 and over 2,115 2,025 6,204 5,763
Other time and savings 9,363 9,321 26,962 27,870
Federal funds purchased and securities
sold under agreements to repurchase 353 260 876 728
Other borrowed funds 446 254 1,130 636
------- ------ ------- -------
Total Interest Expense 16,314 15,448 46,447 45,470
------- ------ ------- -------
Net interest income 28,825 25,980 82,583 74,724
Provision for credit losses 990 1,560 2,765 5,500
------- ------ ------- -------
Net interest income after
provision for credit losses 27,835 24,420 79,818 69,224
NON-INTEREST INCOME
Service charges on deposit accounts 4,400 4,509 12,994 12,734
Other service charges,
commissions, and fees 2,705 2,827 7,951 7,855
Investment securities, net (44) 171 (145) (131)
Fees from fiduciary activities 515 450 1,511 1,464
Other 90 403 440 1,030
------- ------ ------- -------
Total Non-Interest Income 7,666 8,360 22,751 22,952
NON-INTEREST EXPENSE
Salaries 10,872 10,944 32,424 30,371
Employee benefits 2,077 1,940 6,439 5,731
Net occupancy expense 1,920 1,893 5,535 5,208
Furniture and equipment expense 1,985 1,771 5,875 5,359
FDIC deposit insurance expense 1,231 1,219 3,656 3,573
Other 6,201 5,122 18,452 16,013
------- ------ ------- -------
Total Non-Interest Expense 24,286 22,889 72,381 66,255
------- ------ ------- -------
Income before income taxes and
cumulative effect of a change
in accounting principle 11,215 9,891 30,188 25,921
Income taxes 3,475 3,171 9,297 7,984
------- ------ ------- -------
Income before cumulative effect of
a change in accounting principle 7,740 6,720 20,891 17,937
Cumulative effect on prior years of
a change to a different method of
accounting for income taxes 0 0 0 781
------- ------ ------- -------
Net Income $ 7,740 6,720 20,891 18,718
======= ====== ======= =======
EARNINGS PER SHARE:
Income before cumulative effect
of a change in accounting principle $ 0.82 0.71 2.20 1.91
Cumulative effect of a change
in accounting principle 0.00 0.00 0.00 0.08
Net Income 0.82 0.71 2.20 1.99
DIVIDENDS PER SHARE 0.20 0.20 0.60 0.52
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE> 8
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Net
Common Paid in Unrealized Retained
Stock Capital Loss Earnings Total
------- -------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
Balances January 1, 1993 $9,047 22,953 (459) 114,197 145,738
Net income 18,718 18,718
Net unrealized gain on
securities available
for sale, net of tax 445 445
Cash dividend declared (4,936) (4,936)
Stock issued in exchange
for net assets of Eastover
Bank for Savings 439 8,734 9,173
Stock issued under
compensation plan 7 155 162
Unearned compensation 50 50
------ ------ ------ ------- -------
Balances September 30, 1993 $9,493 31,842 (14) 128,029 169,350
====== ====== ====== ======= =======
Balances January 1, 1994 $9,493 31,842 (75) 132,812 174,072
Net income 20,891 20,891
Net unrealized loss on
securities available
for sale, net of tax (545) (545)
Cash dividend declared (5,696) (5,696)
Unearned compensation 21 21
------ ------ ------ ------- -------
Balances September 30, 1994 $9,493 31,842 (620) 148,028 188,743
====== ====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 9
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
1994 1993
-------- -------
<S> <C> <C>
Net cash flows from operating activities:
Net income $ 20,891 18,718
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization of goodwill and intangible assets 1,312 801
Depreciation and amortization of premises and equipment 3,859 3,671
Net accretion of investment securities (364) (974)
Provision for possible credit losses 2,765 5,500
Net decrease in mortgages held for resale 48,877 7,984
Other real estate provision 363 774
Gains on sales of other real estate (209) (303)
(Gains) losses from sales of premises and equipment (67) 98
(Increase) decrease in interest receivable (2,260) 1,304
Increase (decrease) in interest payable 421 (1,513)
Losses on sales of securities, net 146 131
Other, net (875) (5,322)
--------- -------
Net cash provided by operating activities 74,859 30,869
Cash flows from investing activities:
Net (increase) decrease in interest-bearing
deposits with banks (1,098) 20,002
Net (increase) decrease in federal funds sold and
securities purchased under agreements to resell 25,000 (23,000)
Purchases of securities available for sale (42,889) 0
Principal prepayments on securities available for sale 55,651 0
Purchases of securities held to maturity (60,600) (72,370)
Maturities of securities held to maturity 52,850 77,037
Principal prepayments on securities held to maturity 9,538 6,171
Purchases of mortgage-backed securities held to maturity (73,609) (70,621)
Sales of mortgage-backed securities 0 16,749
Principal prepayments of mortgage-backed securities 58,549 81,400
Net increase in loans (138,870) (86,961)
Net increase in premises and equipment (4,969) (2,775)
Proceeds from sale of premises and equipment 196 141
Proceeds from sales of other real estate 2,220 4,107
Net cash received from Eastover acquisition 0 35,922
--------- -------
Net cash used by investing activities (118,031) (14,198)
Cash flows from financing activities:
Net increase in demand and savings accounts 43,149 48,578
Net decrease in other deposits (20,582) (56,933)
Net increase (decrease) in federal funds purchased
and securities sold under agreements to repurchase 23,681 (408)
Net increase (decrease) in other borrowed money 11,414 (801)
Cash dividends paid (5,696) (4,936)
--------- -------
Net cash provided by financing activities 51,966 (14,500)
--------- -------
Net increase in cash and due from banks 8,794 2,171
Cash and due from banks at the beginning of the period 133,889 126,797
--------- -------
Cash and due from banks at the end of the period $ 142,683 128,968
========= =======
Unrealized (loss) on securities
available for sale $ (545) 445
Securities transferred to the available
for sale category from the held to
maturity category 12,266 0
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 10
GRENADA SUNBURST SYSTEM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1994 and 1993
(Unaudited)
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with the accounting policies in effect as of December
31, 1993, as set forth in the annual consolidated financial statements of
Grenada Sunburst System Corporation and subsidiaries ("GSSC", or the
"Company"). In the opinion of management, all adjustments necessary for a fair
presentation of the condensed consolidated financial statements have been
included and are of a normal recurring nature.
2. The results of operations for the nine-month period ended September
30, 1994 are not necessarily indicative of the results to be expected for the
full year.
3. Per share data is based on weighted average shares of common stock
outstanding of 9,492,975 for the quarter and nine months ended September 30,
1994 and for the quarter ended September 30, 1993. Per share data is based
on weighted average common shares outstanding of 9,396,904 for the nine
months ended September 30, 1993. The Company had outstanding 14,478 options
on common stock at September 30, 1994 and 1993. Each option entitles the
holder to purchase one share of the Company's common stock at an exercise
price of $22.375. Generally, these options are exercisable beginning in 1995.
The weighted average number of shares outstanding at September 30, 1994 and
1993 adjusted for the assumed exercise of all outstanding stock options using
the treasury stock method would be 9,497,831 and 9,397,790, respectively for
the calculation of primary earnings per share and 9,497,636 and 9,397,742,
respectively for the calculation of fully diluted earnings per share. The
assumed exercise of these options would have a less than one-half of $.01
dilution of earnings per share.
4. On July 1, 1994 a definitive agreement was entered into between Union
Planters Corporation (UPC) and GSSC in which UPC will acquire all of the
outstanding stock of GSSC in a transaction valued at approximately $305
million based on UPC's November 8, 1994 closing stock price of $22.125.
Under the terms of the definitive agreement, UPC will exchange 1.4530 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 the
completion of other closing conditions.
Effective March 1, 1993, GSSC, through its wholly owned Mississippi
banking subsidiary, Sunburst Bank, acquired selected net assets of Eastover
Bank for Savings ("Eastover") in a transaction accounted for as a purchase.
Had the acquisition occurred on January 1, 1993, for the nine months ended
September 30, 1993, net interest income for the Company would have increased
by approximately $3,140,000, net income would have increased by approximately
$897,000, and earnings per share would have increased by approximately $.08
per share.
5. Effective January 1, 1994, GSSC adopted Financial Accounting Standards
Board ("FASB") SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." This statement requires investments to be classified in
three categories and to be accounted for as follows: (i) debt securities
which the Company has the positive intent and ability to hold to maturity are
classified as held-to-maturity and reported at amortized cost; (ii) debt and
equity securities that are bought and held principally for the purpose of
selling them in the near term are classified as trading securities and reported
at fair value, with unrealized gains and losses included in earnings; and
(iii) debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available-for-sale
securities and reported at fair value, with unrealized gains and losses
excluded from earnings and reported as an addition to or a deduction from
stockholders' equity.
5
<PAGE> 11
ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION
UNION PLANTERS CORPORATION
Unaudited Pro Forma Consolidated Financial Statements
-1-
<PAGE> 12
UNION PLANTERS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
The following unaudited pro forma consolidated financial statements
present a balance sheet as of September 30, 1994, and statements of
earnings for the nine months ended September 30, 1994, and for each of the
three years ended December 31, 1993. The unaudited pro forma consolidated
balance sheet presents certain acquisitions which were completed subsequent
to September 30, 1994, including the acquisition of Grenada Sunburst
System Corporation (GSSC) completed December 31, 1994. The statements of
earnings for the nine months ended September 30, 1994 and for the twelve
months ended December 31, 1993 present the pro forma impact of acquisitions
completed in 1993 and 1994 assuming that all acquisitions had been
completed at January 1, 1993. Acquisitions accounted for as poolings of
interests and completed in 1993 are included in the Corporation's 1993
results. Unaudited pro forma consolidated statements of earnings are also
presented for the two years ended December 31, 1992 to reflect the
acquisition of GSSC which is a significant acquisition being accounted for
as a pooling of interests. The unaudited pro forma consolidated financial
statements should be read in connection with the Corporation's 1993
consolidated financial statements (filed in the Corporation's Current
Report on Form 8-K dated October 20, 1994) and Quarterly Report on Form
10-Q for the quarters ended March 31, 1994, June 30, 1994, and September
30, 1994. Additionally, the Corporation's Current Reports on Form 8-K dated
February 8, 1994, April 14, 1994, May 18, 1994, July 1, 1994, July 26,
1994, August 19, 1994, and September 1, 1994 contain audited consolidated
financial statements, unaudited interim consolidated financial statements,
and other related information for GSSC and other completed acquisitions.
Note 1 to these unaudited pro forma consolidated financial statements
identifies (including the abbreviations for the company names heading the
columns of the statements) the completed acquisitions included herein.
-2-
<PAGE> 13
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
|----------- ACQUISITIONS -----------|
UNION PRO FORMA PRO FORMA
PLANTERS CONSUMMATED GSSC ADJUSTMENTS TOTAL
----------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 276,377 $ 7,492 $ 142,683 $ 0 $ 426,552
Interest-bearing deposits at financial
institutions 8,106 3,254 1,126 0 12,486
Federal funds sold and securities
purchased under agreements to resell 83,187 1,425 0 0 84,612
Trading account securities, at market 154,556 0 0 0 154,556
Loans held for resale 7,449 0 25,079 0 32,528
Investment securities
Available for sale, at fair value 1,990,386 5,090 119,000 (12,461) 2,102,015
Held to maturity, at amortized cost 907,268 42,796 456,761 0 1,406,825
Loans 3,781,098 93,523 1,704,820 0 5,579,441
Less: Unearned income (21,417) (191) (9,055) 0 (30,663)
Allowance for losses on loans (88,870) (1,208) (32,898) 0 (122,976)
---------- -------- ---------- -------- -----------
Net loans 3,670,811 92,124 1,662,867 0 5,425,802
Premises and equipment 156,653 4,980 49,763 (6,842) 204,554
Accrued interest receivable 68,878 893 20,522 0 90,293
Goodwill and other intangibles 48,913 109 5,762 0 54,784
Other assets 122,570 3,204 27,332 22,210 175,316
---------- -------- ---------- -------- -----------
Total assets $7,495,154 $161,367 $2,510,895 $ 2,907 $10,170,323
========== ======== ========== ======== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 848,348 $ 19,326 $ 412,935 $ 0 $ 1,280,609
Certificates of deposit over $100,000 403,713 2,580 217,731 0 624,024
Other interest-bearing 4,653,528 116,796 1,591,708 0 6,362,032
---------- -------- ---------- -------- -----------
Total deposits 5,905,589 138,702 2,222,374 0 8,266,665
Short-term borrowings 613,489 5,497 54,223 0 673,209
FHLB advances 190,126 2,187 0 0 192,313
Long-term debt 116,956 3,480 24,355 0 144,791
Accrued interest, expenses, and taxes 51,004 142 9,360 0 60,506
Other liabilities 32,162 1,235 11,840 48,205 93,442
---------- -------- ---------- -------- -----------
Total liabilities 6,909,326 151,243 2,322,152 48,205 9,430,926
---------- -------- ---------- -------- -----------
Shareholders' equity
Preferred stock
Convertible 87,298 0 0 0 87,298
Nonconvertible 17,250 0 0 0 17,250
Common stock 127,110 3,808 9,493 59,579 199,990
Additional paid-in capital 93,958 (392) 31,842 (59,579) 65,829
Net unrealized loss - available
for sale securities (13,385) (48) (620) 0 (14,053)
Retained earnings 273,597 6,756 148,028 (45,298) 383,083
---------- -------- ---------- -------- -----------
Total shareholders' equity 585,828 10,124 188,743 (45,298) 739,397
---------- -------- ---------- -------- -----------
Total liabilities and
shareholders' equity $7,495,154 $161,367 $2,510,895 $ 2,907 $10,170,323
========== ======== ========== ======== ===========
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated
financial statements.
-3-
<PAGE> 14
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED ACQUISITIONS COMBINED BALANCE SHEET
SEPTEMBER 30, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
PRO FORMA COMBINED
OBION MSB-ARK ADJUSTMENTS TOTAL
---------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 1,014 $ 6,478 $ 0 $ 7,492
Interest-bearing deposits at financial
institutions 0 3,254 0 3,254
Federal funds sold and securities
purchased under agreements to resell 1,425 0 0 1,425
Trading account securities, at market 0 0 0 0
Loans held for resale 0 0 0 0
Investment securities
Available for sale, at fair value 3,378 1,712 0 5,090
Held to maturity, at amortized cost 12,068 30,728 0 42,796
Loans 10,644 82,879 0 93,523
Less: Unearned income (191) * 0 (191)
Allowance for losses on loans (213) (995) 0 (1,208)
------- -------- ------- --------
Net loans 10,240 81,884 0 92,124
Premises and equipment 139 4,841 0 4,980
Accrued interest receivable 893 * 0 893
Goodwill and other intangibles 78 31 0 109
Other assets 70 3,134 0 3,204
------- -------- ------- --------
Total assets $29,305 $132,062 $ 0 $161,367
======= ======== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 2,553 $ 16,773 $ 0 $ 19,326
Certificates of deposit over $100,000 2,580 * 0 2,580
Other interest-bearing 20,141 96,655 0 116,796
------- -------- ------- --------
Total deposits 25,274 113,428 0 138,702
Short-term borrowings 0 5,497 0 5,497
FHLB advances 0 2,187 0 2,187
Long-term debt 0 3,480 0 3,480
Accrued interest, expenses, and taxes 142 * 0 142
Other liabilities 3 1,232 0 1,235
------- -------- ------- --------
Total liabilities 25,419 125,824 0 151,243
------- -------- ------- --------
Shareholders' equity
Preferred stock
Convertible 0 0 0 0
Nonconvertible 0 0 0 0
Common stock 200 1,284 2,324 3,808
Additional paid-in capital 1,914 18 (2,324) (392)
Net unrealized loss - available
for sale securities (4) (44) 0 (48)
Retained earnings 1,776 4,980 0 6,756
------- -------- ------- --------
Total shareholders' equity 3,886 6,238 0 10,124
------- -------- ------- --------
Total liabilities and
shareholders' equity $29,305 $132,062 $ 0 $161,367
======= ======== ======= ========
</TABLE>
* Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated
financial statements.
-4-
<PAGE> 15
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1994
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
|---------- ACQUISTIONS ----------|
UNION CONSUMMATED CONSUMMATED PRO FORMA
PLANTERS PURCHASES POOLINGS GSSC TOTAL
----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $224,084 $1,721 $5,327 $102,573 $333,705
Interest on investment securities
Taxable 94,815 709 1,680 20,026 117,230
Tax-exempt 20,571 36 145 3,748 24,500
Interest on deposits at financial institutions 326 1 182 22 531
Interest on federal funds sold and securities
purchased under agreements to resell 2,425 (221) 44 306 2,554
Interest on trading account securities 6,591 0 0 0 6,591
Interest on loans held for resale 1,022 0 0 2,355 3,377
-------- ------ ------ -------- --------
Total interest income 349,834 2,246 7,378 129,030 488,488
-------- ------ ------ -------- --------
Interest expense
Interest on deposits 124,651 1,170 2,704 44,441 172,966
Interest on short-term borrowings 12,437 0 55 876 13,368
Interest on FHLB advances and long-term debt 12,985 8 287 1,130 14,410
-------- ------ ------ -------- --------
Total interest expense 150,073 1,178 3,046 46,447 200,744
-------- ------ ------ -------- --------
Net interest income 199,761 1,068 4,332 82,583 287,744
Provision for losses on loans - 144 26 2,765 2,935
-------- ------ ------ -------- --------
Net interest income after provision
for losses on loans 199,761 924 4,306 79,818 284,809
-------- ------ ------ -------- --------
Noninterest income
Service charges on deposit accounts 24,327 58 492 12,994 37,871
Profits and commissions on trading activities 3,954 0 0 0 3,954
Investment securities gains (losses) (7,889) 0 3 (145) (8,031)
Other income 34,703 7 481 9,902 45,093
-------- ------ ------ -------- --------
Total noninterest income 55,095 65 976 22,751 78,887
-------- ------ ------ -------- --------
Noninterest expense
Salaries and employee benefits 79,392 749 1,855 38,863 120,859
Net occupancy expense 13,603 61 22 5,535 19,221
Equipment expense 13,844 56 568 5,875 20,343
Other expense 71,498 615 1,486 22,108 95,707
-------- ------ ------ -------- --------
Total noninterest expense 178,337 1,481 3,931 72,381 256,130
-------- ------ ------ -------- --------
Earnings (loss) before income taxes, extraordinary
items, and accounting changes 76,519 (492) 1,351 30,188 107,566
Applicable income taxes 22,920 (4) 480 9,297 32,693
-------- ------ ------ -------- --------
Earnings (loss) before extraordinary items
and accounting changes $ 53,599 $ (488) $ 871 $ 20,891 $ 74,873
======== ====== ====== ======== ========
Earnings per common share
Primary $ 1.84 $ 1.70
Fully diluted 1.74 1.65
Weighted average shares outstanding
(in thousands)
Primary 25,472 40,009
Fully diluted 29,953 44,490
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-5-
<PAGE> 16
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED PURCHASE ACQUISITIONS COMBINED STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
PRO FORMA PURCHASE
TBI ACB ADJUSTMENTS TOTAL
------- -------- ----------- ---------
Interest income
<S> <C> <C> <C> <C>
Interest and fees on loans $1,384 $ 251 $ 86 $1,721
Interest on investment securities
Taxable 581 5 123 709
Tax-exempt 36 0 0 36
Interest on deposits at financial institutions 1 0 0 1
Interest on federal funds sold and securities
purchased under agreements to resell 7 6 (234) (221)
Interest on trading account securities 0 0 0 0
Interest on loans held for resale 0 0 0 0
------ ----- ----- ------
Total interest income 2,009 262 (25) 2,246
------ ----- ----- ------
Interest expense
Interest on deposits 1,043 110 17 1,170
Interest on short-term borrowings 0 0 0 0
Interest on FHLB advances and long-term debt 8 0 0 8
------ ----- ----- ------
Total interest expense 1,051 110 17 1,178
------ ----- ----- ------
Net interest income 958 152 (42) 1,068
Provision for losses on loans 4 140 0 144
------ ----- ----- ------
Net interest income after provision
for losses on loans 954 12 (42) 924
------ ----- ----- ------
Noninterest income
Service charges on deposit accounts 39 19 0 58
Profits and commissions on trading activities 0 0 0 0
Investment securities gains 0 0 0 0
Other income 5 2 0 7
------ ----- ----- ------
Total noninterest income 44 21 0 65
------ ----- ----- ------
Noninterest expense
Salaries and employee benefits 690 59 0 749
Net occupancy expense 62 * (1) 61
Equipment expense 72 31 (47) 56
Other expense 420 56 139 615
------ ----- ----- ------
Total noninterest expense 1,244 146 91 1,481
------ ----- ----- ------
Earnings (loss) before income taxes, extraordinary
items, and accounting changes (246) (113) (133) (492)
Applicable income taxes (credit) 48 0 (52) (4)
------ ----- ----- ------
Earnings (loss) before extraordinary items
and accounting changes $ (294) $(113) $ (81) $ (488)
------ ----- ----- ------
</TABLE>
* Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-6-
<PAGE> 17
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED POOLING ACQUISITIONS COMBINED STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
POOLING
OBION MSB-ARK TOTAL
----------- ---------- ----------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $ 683 $4,644 $5,327
Interest on investment securities
Taxable 616 1,064 1,680
Tax-exempt 95 50 145
Interest on deposits at financial institutions * 182 182
Interest on federal funds sold and securities
purchased under agreements to resell 30 14 44
Interest on trading account securities * * 0
Interest on loans held for resale * * 0
------ ------ ------
Total interest income 1,424 5,954 7,378
------ ------ ------
Interest expense
Interest on deposits 624 2,080 2,704
Interest on short-term borrowings * 55 55
Interest on FHLB advances and long-term debt * 287 287
------ ------ ------
Total interest expense 624 2,422 3,046
------ ------ ------
Net interest income 800 3,532 4,332
Provision for losses on loans - 26 26
------ ------ ------
Net interest income after provision
for losses on loans 800 3,506 4,306
------ ------ ------
Noninterest income
Service charges on deposit accounts 67 425 492
Profits and commissions on trading activities 0 0 0
Investment securities gains 0 3 3
Other income 18 463 481
------ ------ ------
Total noninterest income 85 891 976
------ ------ ------
Noninterest expense
Salaries and employee benefits 261 1,594 1,855
Net occupancy expense 22 * 22
Equipment expense 32 536 568
Other expense 218 1,268 1,486
------ ------ ------
Total noninterest expense 533 3,398 3,931
------ ------ ------
Earnings before income taxes, extraordinary
items, and accounting changes 352 999 1,351
Applicable income taxes 119 361 480
------ ------ ------
Earnings before extraordinary items
and accounting changes $ 233 $ 638 $ 871
====== ====== ======
</TABLE>
* Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-7-
<PAGE> 18
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF EARNINGS
YEAR ENDING DECEMBER 31, 1993
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
|-------------- ACQUISTIONS -----------|
UNION CONSUMMATED CONSUMMATED PRO FORMA
PLANTERS PURCHASES POOLINGS GSSC TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $253,085 $10,055 $39,807 $122,482 $425,429
Interest on investment securities
Taxable 122,502 2,848 12,623 29,036 167,009
Tax-exempt 24,448 320 733 5,377 30,878
Interest on deposits at financial institutions 1,634 1 545 108 2,288
Interest on federal funds sold and securities
purchased under agreements to resell 4,602 (573) 1,116 490 5,635
Interest on trading account securities 6,194 0 0 0 6,194
Interest on loans held for resale 3,336 0 0 4,096 7,432
-------- ------- ------- -------- --------
Total interest income 415,801 12,651 54,824 161,589 644,865
-------- ------- ------- -------- --------
Interest expense
Interest on deposits 154,487 6,088 23,170 58,710 242,455
Interest on short-term borrowings 6,287 0 290 943 7,520
Interest on FHLB advances and long-term debt 12,358 15 503 895 13,771
-------- ------- ------- -------- --------
Total interest expense 173,132 6,103 23,963 60,548 263,746
-------- ------- ------- -------- --------
Net interest income 242,669 6,548 30,861 101,041 381,119
Provision for losses on loans 9,743 3,128 1,576 6,815 21,262
-------- ------- ------- -------- --------
Net interest income after provision
for losses on loans 232,926 3,420 29,285 94,226 359,857
-------- ------- ------- -------- --------
Noninterest income
Service charges on deposit accounts 29,274 578 3,291 17,258 50,401
Profits and commissions on trading activities 8,720 0 51 0 8,771
Investment securities gains (losses) 4,732 239 158 (237) 4,892
Other income 46,364 243 2,329 13,814 62,750
-------- ------- ------- -------- --------
Total noninterest income 89,090 1,060 5,829 30,835 126,814
-------- ------- ------- -------- --------
Noninterest expense
Salaries and employee benefits 101,650 1,989 12,543 48,733 164,915
Net occupancy expense 16,256 340 2,989 7,100 26,685
Equipment expense 16,679 373 250 7,307 24,609
Other expense 95,734 3,410 11,060 26,222 136,426
-------- ------- ------- -------- --------
Total noninterest expense 230,319 6,112 26,842 89,362 352,635
-------- ------- ------- -------- --------
Earnings (loss) before income taxes, extraordinary
items, and accounting changes 91,697 (1,632) 8,272 35,699 134,036
Applicable income taxes 26,333 336 2,887 11,087 40,643
-------- ------- ------- -------- --------
Earnings (loss) before extraordinary items
and accounting changes $ 65,364 $(1,968) $ 5,385 $ 24,612 $ 93,393
======== ======= ======= ======== ========
Earnings per common share
Primary $ 2.63 $ 2.11
Fully diluted 2.46 2.06
Weighted average shares outstanding
(in thousands)
Primary 21,622 39,840
Fully diluted 25,852 44,342
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated
financial statements.
-8-
<PAGE> 19
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED PURCHASE ACQUISITIONS COMBINED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
FARMERS
ACB TBI MARYVILLE FSB UNION
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $1,590 $4,633 $ 1,813 $223 $ 973
Interest on investment securities
Taxable 52 1,652 173 115 264
Tax-exempt 0 95 0 20 27
Interest on deposits at financial institutions 0 0 0 0 0
Interest on federal funds sold and securities
purchased under agreements to resell 50 0 0 15 21
Interest on trading account securities 0 0 0 0 0
Interest on loans held for resale 0 0 0 0 0
------ ------ ------- ---- ------
Total interest income 1,692 6,380 1,986 373 1,285
------ ------ ------- ---- ------
Interest expense
Interest on deposits 751 3,358 1,051 159 616
Interest on short-term borrowings 0 0 0 0 0
Interest on FHLB advances and long-term debt 0 15 0 0 0
------ ------ ------- ---- ------
Total interest expense 751 3,373 1,051 159 616
------ ------ ------- ---- ------
Provision for losses on loans 20 68 2,650 35 334
------ ------ ------- ---- ------
Net interest income after provision
for losses on loans 921 2,939 (1,715) 179 335
------ ------ ------- ---- ------
Noninterest income
Service charges on deposit accounts 148 125 150 13 60
Profits and commissions on trading activities 0 0 0 0 0
Investment securities gains (losses) 0 308 134 17 (210)
Other income 67 33 68 26 30
------ ------ ------- ---- ------
Total noninterest income 215 466 352 56 (120)
------ ------ ------- ---- ------
Salaries and employee benefits 343 976 * 55 268
Net occupancy expense 118 201 * 13 40
Equipment expense * 397 * 14 91
Other expense 330 1,002 806 71 147
------ ------ ------- ---- ------
Total noninterest expense 791 2,576 806 153 546
------ ------ ------- ---- ------
Earnings (loss) before income taxes,
extraordinary items, and accounting
changes 345 829 (2,169) 82 (331)
Applicable income taxes (credit) 114 274 160 24 (143)
------ ------ ------- ---- ------
Earnings (loss) before extraordinary items
and accounting changes $ 231 $ 555 $(2,329) $ 58 $ (188)
====== ====== ======= ==== ======
<CAPTION>
PRO FORMA PURCHASE
FCB ERIN ADJUSTMENTS TOTAL
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 330 $ 614 $(121) $10,055
Interest on investment securities
Taxable 30 381 181 2,848
Tax-exempt 3 175 0 320
Interest on deposits at financial institutions (2) 3 0 1
Interest on federal funds sold and securities
purchased under agreements to resell 2 33 (694) (573)
Interest on trading account securities 0 0 0 0
Interest on loans held for resale 0 0 0 0
----- ------ ----- -------
Total interest income 363 1,206 (634) 12,651
----- ------ ----- -------
Interest expense
Interest on deposits 153 455 (455) 6,088
Interest on short-term borrowings 0 0 0 0
Interest on FHLB advances and long-term debt 0 0 0 15
----- ------ ----- -------
Total interest expense 153 455 (455) 6,103
----- ------ ----- -------
Net interest income 210 751 (179) 6,548
Provision for losses on loans 0 21 0 3,128
----- ------ ----- -------
Net interest income after provision
for losses on loans 210 730 (179) 3,420
----- ------ ----- -------
Noninterest income
Service charges on deposit accounts 34 48 0 578
Profits and commissions on trading activities 0 0 0 0
Investment securities gains (losses) 0 (10) 0 239
Other income 3 16 0 243
----- ------ ----- -------
Total noninterest income 37 54 0 1,060
----- ------ ----- -------
Noninterest expense
Salaries and employee benefits 171 176 0 1,989
Net occupancy expense 9 22 (63) 340
Equipment expense 17 * (146) 373
Other expense 288 218 548 3,410
----- ------ ----- -------
Total noninterest expense 485 416 339 6,112
----- ------ ----- -------
Earnings (loss) before income taxes,
extraordinary items, and accounting
changes (238) 368 (518) (1,632)
Applicable income taxes (credit) 0 109 (202) 336
----- ------ ----- -------
Earnings (loss) before extraordinary items
and accounting changes $(238) $ 259 $(316) $(1,968)
===== ====== ===== =======
</TABLE>
* Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-9-
<PAGE> 20
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED POOLING ACQUISITIONS COMBINED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
MSB FNB CBI LBI EBI
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 9,839 $ 6,207 $2,687 $10,932 $3,073
Interest on investment securities
Taxable 2,871 5,225 636 1,478 450
Tax-exempt 439 36 24 * 67
Interest on deposits at financial institutions 1 111 2 53 40
Interest on federal funds sold and securities
purchased under agreements to resell 196 121 60 476 189
Interest on trading account securities 0 0 0 0 0
Interest on loans held for resale 0 0 0 0 0
------- ------- ------ ------- ------
Total interest income 13,346 11,700 3,409 12,939 3,819
------- ------- ------ ------- ------
Interest expense
Interest on deposits 5,887 5,311 1,397 5,982 914
Interest on short-term borrowings 281 1 2 0 0
Interest on FHLB advances and long-term debt 0 0 0 118 0
------- ------- ------ ------- ------
Total interest expense 6,168 5,312 1,399 6,100 914
------- ------- ------ ------- ------
Net interest income 7,178 6,388 2,010 6,839 2,905
Provision for losses on loans 1,147 0 128 259 0
------- ------- ------ ------- ------
Net interest income after provision
for losses on loans 6,031 6,388 1,882 6,580 2,905
------- ------- ------ ------- ------
Noninterest income
Service charges on deposit accounts 938 636 194 382 295
Profits and commissions on trading activities 0 0 51 0 0
Investment securities gains (losses) (185) 287 4 12 10
Other income 515 170 131 833 38
------- ------- ------ ------- ------
Total noninterest income 1,268 1,093 380 1,227 343
------- ------- ------ ------- ------
Noninterest expense
Salaries and employee benefits 2,882 3,724 688 2,002 970
Net occupancy expense 1,040 423 127 389 190
Equipment expense * 250 * * *
Other expense 3,068 2,953 414 2,025 864
------- ------- ------ ------- ------
Total noninterest expense 6,990 7,350 1,229 4,416 2,024
------- ------- ------ ------- ------
Earnings before income taxes, extraordinary
items, and accounting changes 309 131 1,033 3,391 1,224
Applicable income taxes (credit) (15) 85 363 1,301 472
------- ------- ------ ------- ------
Earnings before extraordinary items
and accounting changes $ 324 $ 46 $ 670 $ 2,090 $ 752
======= ======= ====== ======= ======
<CAPTION>
POOLING
OBION MSB-ARK TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $ 928 $6,141 $39,807
Interest on investment securities
Taxable 818 1,145 12,623
Tax-exempt 128 39 733
Interest on deposits at financial institutions * 338 545
Interest on federal funds sold and securities
purchased under agreements to resell 46 28 1,116
Interest on trading account securities * * 0
Interest on loans held for resale * * 0
------ ------ -------
Total interest income 1,920 7,691 54,824
------ ------ -------
Interest expense
Interest on deposits 799 2,880 23,170
Interest on short-term borrowings 0 6 290
Interest on FHLB advances and long-term debt 0 385 503
------ ------ -------
Total interest expense 799 3,271 23,963
------ ------ -------
Net interest income 1,121 4,420 30,861
Provision for losses on loans - 42 1,576
------ ------ -------
Net interest income after provision
for losses on loans 1,121 4,378 29,285
------ ------ -------
Noninterest income
Service charges on deposit accounts 53 793 3,291
Profits and commissions on trading activities 0 0 51
Investment securities gains (losses) (2) 32 158
Other income 57 585 2,329
------ ------ -------
Total noninterest income 108 1,410 5,829
------ ------ -------
Noninterest expense
Salaries and employee benefits 384 1,893 12,543
Net occupancy expense 64 756 2,989
Equipment expense * * 250
Other expense 244 1,492 11,060
------ ------ -------
Total noninterest expense 692 4,141 26,842
------ ------ -------
Earnings before income taxes, extraordinary
items, and accounting changes 537 1,647 8,272
Applicable income taxes (credit) 176 505 2,887
------ ------ -------
Earnings before extraordinary items
and accounting changes $ 361 $1,142 $ 5,385
====== ====== =======
</TABLE>
*Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated
financial statements.
-10-
<PAGE> 21
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF EARNINGS
FOR THE YEAR-ENDED DECEMBER 31, 1992
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
PRO FORMA
UPC GSSC TOTAL
------------ ------------ ------------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $211,063 $103,751 $314,814
Interest on investment securities
Taxable 113,256 29,407 142,663
Tax-exempt 16,148 6,090 22,238
Interest on deposits at financial institutions 3,999 916 4,915
Interest on federal funds sold and securities
purchased under agreements to resell 4,280 970 5,250
Interest on trading account securities 6,648 0 6,648
Interest on loans held for resale 3,561 3,689 7,250
-------- -------- --------
Total interest income 358,955 144,823 503,778
-------- -------- --------
Interest expense
Interest on deposits 147,132 61,903 209,035
Interest on short-term borrowings 6,942 1,098 8,040
Interest on FHLB advances and long-term debt 5,489 66 5,555
-------- -------- --------
Total interest expense 159,563 63,067 222,630
-------- -------- --------
Net interest income 199,392 81,756 281,148
Provision for losses on loans 19,194 7,988 27,182
-------- -------- --------
Net interest income after provision
for losses on loans 180,198 73,768 253,966
-------- -------- --------
Noninterest income
Service charges on deposit accounts 21,335 14,255 35,590
Profits and commissions from trading activities 10,168 5 10,173
Investment securities gains 13,363 656 14,019
Other income 42,408 10,419 52,827
-------- -------- --------
Total noninterest income 87,274 25,335 112,609
-------- -------- --------
Noninterest expense
Salaries and employee benefits 77,245 39,519 116,764
Net occupancy expense 13,509 5,892 19,401
Equipment expense 12,875 5,961 18,836
Other expense 101,209 23,254 124,463
-------- -------- --------
Total noninterest expense 204,838 74,626 279,464
-------- -------- --------
Earnings before income taxes, extraordinary
items, and accounting changes 62,634 24,477 87,111
Applicable income taxes 17,611 6,250 23,861
-------- -------- --------
Earnings before extraordinary items
and accounting changes $ 45,023 $ 18,227 $ 63,250
======== ======== ========
Earnings per common share
Primary $ 2.07 $ 1.79
Fully diluted 2.00 1.77
Weighted average shares outstanding
(in thosands)
Primary 18,765 31,910
Fully diluted 21,609 34,754
</TABLE>
* Not Available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-11-
<PAGE> 22
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF EARNINGS
FOR THE YEAR-ENDED DECEMBER 31, 1991
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
PRO FORMA
UPC GSSC TOTAL
------------ ------------ ------------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $226,435 $114,269 $340,704
Interest on investment securities
Taxable 86,226 35,612 121,838
Tax-exempt 13,354 6,620 19,974
Interest on deposits at financial institutions 7,525 2,373 9,898
Interest on federal funds sold and securities
purchased under agreements to resell 6,606 2,185 8,791
Interest on trading account securities 5,419 0 5,419
Interest on loans held for resale 4,784 1,479 6,263
-------- -------- --------
Total interest income 350,349 162,538 512,887
-------- -------- --------
Interest expense
Interest on deposits 173,295 86,223 259,518
Interest on short-term borrowings 12,809 1,574 14,383
Interest on FHLB advances and long-term debt 5,004 192 5,196
-------- -------- --------
Total interest expense 191,108 87,989 279,097
-------- -------- --------
Net interest income 159,241 74,549 233,790
Provision for losses on loans 25,281 8,922 34,203
-------- -------- --------
Net interest income after provision
for losses on loans 133,960 65,627 199,587
-------- -------- --------
Noninterest income
Service charges on deposit accounts 19,868 13,758 33,626
Profits and commissions from trading activities 14,707 0 14,707
Investment securities gains (losses) 3,391 (767) 2,624
Other income 35,347 7,017 42,364
-------- -------- --------
Total noninterest income 73,313 20,008 93,321
-------- -------- --------
Noninterest expense
Salaries and employee benefits 71,953 36,537 108,490
Net occupancy expense 10,901 5,871 16,772
Equipment expense 11,346 5,450 16,796
Other expense 75,401 21,016 96,417
-------- -------- --------
Total noninterest expense 169,601 68,874 238,475
-------- -------- --------
Earnings before income taxes, extraordinary
items, and accounting changes 37,672 16,761 54,433
Applicable income taxes 7,538 3,999 11,537
-------- -------- --------
Earnings before extraordinary items $ 30,134 $ 12,762 $ 42,896
and accounting changes ======== ======== ========
Earnings per common share
Primary $ 1.56 $ 1.32
Fully diluted 1.55 1.32
Weighted average shares outstanding
(in thousands)
Primary 18,632 31,752
Fully diluted 18,986 32,105
</TABLE>
* Not available. Combined with other caption.
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-12-
<PAGE> 23
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CONSUMMATED ACQUISITIONS
The unaudited pro forma consolidated balance sheet and
statements of earnings reflect the acquisitions consummated subsequent
to September 30, 1994. The unaudited pro forma consolidated balance
sheet gives effect to these transactions at September 30, 1994 as if
they had occurred on that date, and the unaudited pro forma
consolidated statements of earnings reflect the impact of the
transactions as if they had occurred January 1, 1993, except for the
acquisition of GSSC which is presented assuming the transaction
occurred January 1, 1991. The unaudited pro forma consolidated results
shown are not necessarily indicative of future operating results.
ACQUISITIONS ACCOUNTED FOR AS POOLINGS OF INTERESTS COMPLETED IN
1993 AND INCLUDED IN THE CORPORATION'S 1993 CONSOLIDATED BALANCE SHEET
AND CONSOLIDATED STATEMENT OF EARNINGS
<TABLE>
<CAPTION>
DATE SHARES TOTAL ASSETS
INSTITUTION ACQUIRED ISSUED AT JANUARY 1, 1993
-------------------------- -------- ------ ------------------
(in millions)
<S> <C> <C> <C>
Garrett Bancshares Inc. 5/31/93 613,088 $ 173.7
Hogue Holding Company, Inc. 9/1/93 219,274 38.5
Central State Bancorp, Inc. 9/1/93 630,355 107.8
First Financial Services, Inc. 10/1/93 447,906 86.0
--------- -------
Total 1,910,623 $ 406.0
========= =======
</TABLE>
ACQUISITIONS ACCOUNTED FOR AS PURCHASES COMPLETED IN 1993
<TABLE>
<CAPTION>
DATE PURCHASE RESULTING
INSTITUTION ACQUIRED CONSIDERATION PRICE INTANGIBLES TOTAL ASSETS
--------------------- -------- --------------------- --------- ----------- ------------
(dollars in millions)
<S> <C> <C> <C> <C> <C>
Bank of East Tennessee 1/1/93 648,786 Shares of $25.3 $7.0 $231
(BOET) in Morristown, TN (a) Series E Preferred Stock
Security Trust Federal 1/1/93 Cash 22.0 3.0 261
Savings and Loan
Association in
Knoxville, TN and
SaveTrust Federal
Savings Bank in
Dyersburg, TN (Security
Trust/SaveTrust)
First Federal Savings 2/26/93 625,000 Shares of NM (b) - (c) 187
Bank of Maryville, TN Common Stock
(Maryville)(b) (Conversion/Acquisition)
First State 3/12/93 Cash and Common Stock 3.9 .4 34
Bancshares, Inc. (FSB), (90,162 Shares)
Parent Company of
First State Bank of
Fayette County in
Somerville, TN
(Somerville)
First Cumberland Bank 3/15/93 Cash .2 - 20
in Madison, TN (FCB)
Farmers Union Bank in 4/1/93 Cash 9.5 4.2 78
Ripley, TN
(Farmers Union)
Erin Bank & Trust 6/1/93 259,736 Shares of 8.3 2.1 43
Company in Erin, TN Series E Preferred Stock
(Erin)
</TABLE>
-13-
<PAGE> 24
(a) The Corporation had previously acquired 17.93% of the common
stock of BOET ($3.4 million). On January 1, 1993, the
Corporation purchased an additional 43.93% of the common stock of
BOET in exchange for the Corporation's Series E Preferred Stock
($11.1 million). Effective May 3, 1993, the Corporation acquired
the remaining outstanding common stock of BOET in exchange for
the Corporation's Series E Preferred Stock ($10.8 million).
(b) The Corporation acquired Maryville, a federal mutual savings
bank which, incidental to a conversion/acquisition, converted to
a federal stock charter. All of the stock of Maryville was
acquired by the Corporation in exchange for a capital
contribution equalling approximately $14.1 million derived in
part from the proceeds of a public offering of the Corporation's
Common Stock made in connection with the conversion/acquisition.
(c) The recording of the acquisition of Maryville using the
purchase method of accounting resulted in negative goodwill of
approximately $9.4 million, $8.1 million of which was deducted
from noncurrent, nonmonetary assets (premises and equipment, fair
value adjustment of loans, prepaid software and mortgage
servicing rights). The remaining negative goodwill of $1.3
million was recorded in other liabilities and is being amortized
over 7 years.
NM - Not meaningful
Acquisitions Accounted for as Poolings of Interests Completed
Subsequent to December 31, 1993
<TABLE>
<CAPTION>
INSTITUTION DATE ACQUIRED SHARES ISSUED TOTAL ASSETS
--------------------------------- ------------- ------------- ------------
(in millions)
<S> <C> <C> <C>
Mid-South Bancorp. Inc., Parent 1/1/94 839,542 $ 185
Company of Simpson County Bank in
Franklin, KY; Adairville Banking Company
in Adairville, KY; General Trust Company
in Nashville, TN; The Peoples Bank of
Elk Valley in Fayetteville, TN; and
First Citizens Bank in Franklin, Columbia
and Mt. Pleasant, TN (MSB) (a)
First National Bancorp of 3/1/94 974,886 170
Shelbyville, Inc., Parent Company of
First National Bank of Shelbyville
in Shelbyville, TN (FNB) (a)
Clin-Ark Bancshares, Inc., 4/1/94 217,768 50
Parent Company of First National Bank
of Clinton in Clinton, AR (CBI) (a)
Liberty Bancshares, Inc., 7/1/94 1,223,353 181
Parent Company of Liberty Federal
Savings Bank in Paris, TN (LBI) (a)
Earle Bancshares, Inc., 8/1/94 320,112 43
Parent Company of First Southern Bank
in Earle, AR (EBI) (a)
BNF BANCORP, Inc., 9/1/94 2,000,329 278
Parent Company of BANKFIRST in
Decatur, AL (BNF) (a)
Commercial Bancorp, Inc., 11/1/94 189,391 29
Parent Company of
The Commercial Bank in
Obion, TN (Obion)
Mid-South Bancshares, Inc., 12/1/94 572,115 133
Parent Company of Security Bank
in Paragould, AR, and
Farmers and Merchants Bank in
Reyno, AR (MSB-ARK)
Grenada Sunburst System 12/31/94 13,776,357 2,503
Corporation, Parent Company of
Sunburst Bank, Mississippi in
Grenada; and Sunburst Bank,
Louisiana in Baton Rouge (GSSC)
---------- ------
Total 20,113,853 $3,572
========== ======
</TABLE>
-14-
<PAGE> 25
(a) Included in the Corporation's September 30, 1994 consolidated
balance sheet and consolidated statement of earnings.
Acquisitions Accounted for as Purchases Completed Subsequent to
December 31, 1993
<TABLE>
<CAPTION>
DATE PURCHASE RESULTING
INSTITUTION ACQUIRED CONSIDERATION PRICE INTANGIBLES TOTAL ASSETS
--------------------------------- -------- ------------- -------- ----------- -------------
(in millions)
<S> <C> <C> <C> <C> <C>
Anderson County Bank in
Clinton, TN (ACB) 3/1/94 Cash $ 2.6 $ .7 $ 22
Assumption of liabilities and
purchase of assets from the RTC (a) 4/19/94 Cash .4 .4 15
Tennessee Bancorp, Inc., Parent 5/1/94 Cash 13.5 5.9 98
Company of Tennessee National
Bank in Columbia, TN (TBI)
Assumption of liabilities and 9/23/94 Cash 4.2 4.2 54
purchase of assets from the RTC (b)
</TABLE>
(a) Two subsidiaries of the Corporation assumed approximately $14
million of deposits (including accrued interest) and acquired
assets (primarily loans) from the Resolution Trust Corporation
and simultaneously sold certain loans to a third party. The pro
forma impact of this acquisition is not presented since it was a
failed institution.
(b) A subsidiary of the Corporation assumed approximately $54
million of deposits (including accrued interest) and acquired
assets (primarily loans) from the Resolution Trust Corporation.
Certain asset purchase options were exercised resulting in the
assumption of three branches and approximately $26.5 million in
loans and accrued interest. The pro forma impact of this
acquisition is not presented since it was a failed institution.
NOTE 2. REORGANIZATION OF UPNB
As of July 1, 1994, the Corporation formed four new regional
bank subsidiaries, Union Planters Bank of East Tennessee, National
Association (Knoxville); Union Planters Bank of Middle Tennessee,
National Association (Nashville); Union Planters Bank of Chattanooga,
National Association (Chattanooga); and Union Planters Bank of Jackson,
National Association (Jackson) (collectively, the Regional Banks). UPC
injected equity of $101.7 million into the Regional Banks with a
majority of the funds ($98 million) provided by a dividend from Union
Planters National Bank (UPNB). Each of the Regional Banks purchased
from UPNB, at book value, substantially all of the assets and assumed
the liabilities of the UPNB branches located in its region. While the
separation of the branches previously held by UPNB had no material
impact on the consolidated financial condition of UPC, it will promote
the identification of individual branch operations within their local
communities. UPNB continues to operate branches located in Memphis and
West Tennessee.
NOTE 3. FOURTH QUARTER 1994 EARNINGS CONSIDERATIONS RELATED TO
THE GSSC ACQUISITION, RESTRUCTURING OF THE OPERATIONS OF THE
CORPORATION, AND OTHER FOURTH QUARTER CHARGES
Consistent with previously reported estimates, the Corporation's
fourth quarter of 1994 results included a $27.2 million after-tax
($40.6 million pre-tax) charge related to the GSSC merger and the
restructuring of the operations of the Corporation.
-15-
<PAGE> 26
In connection with the Corporation's acquisition of GSSC,
management adopted specific plans related to the restructuring of its
operations to facilitate the consolidation of the two organizations and
to improve profitability throughout the Corporation. The fourth quarter
restructuring charges reflect the implementation of this plan. The plan
calls for the merger of a number of the Corporation's subsidiary banks
operating in the same or adjacent geographic markets which would reduce
the number of individual bank charters from forty-seven to thirty in
1995. The number of retail branches is expected to be reduced by
approximately 10% during 1995 and early 1996. The plan anticipates the
disposal of related buildings, furniture, and equipment. The
Corporation plans to reduce total staff by approximately 20% throughout
its six-state operating region. As part of this reduction, the
Corporation offered voluntary early retirement and voluntary separation
programs in the fourth quarter of 1994. Three hundred eighty-eight
eligible employees elected to accept these programs. Additional
reductions of approximately 600 employees will be achieved through
attrition, changes in systems and work procedures, job consolidation,
and branch closings.
During the fourth quarter of 1994, the Corporation began and
completed a consumer loan marketing program to increase the number of
account relationships and outstandings in its consumer loan portfolio.
This program resulted in an after-tax charge to earnings of $9.7
million ($14.4 million pre-tax) and the establishment of approximately
250,000 account relationships and $185 million in consumer loans
outstanding. Additional increases in both account relationships and
loans are anticipated.
The Corporation also sold approximately $460 million of
investment securities during the fourth quarter of 1994 resulting in an
after-tax loss of $8.4 million ($12.5 million pre-tax). Management
elected to sell certain low-yielding securities to fund current and
anticipated loan growth and to reduce short-term borrowings.
The impact of the above charges has been reflected on a pro
forma basis in the September 30, 1994 pro forma balance sheet. These
transactions are not reflected in pro forma statements of earnings.
NOTE 4. UNAUDITED PRO FORMA ADJUSTMENTS
The following summarizes the unaudited pro forma adjustments
which are necessary to reflect the transactions described above as of
September 30, 1994 for the unaudited pro forma consolidated balance
sheet, and for the nine months ended September 30, 1994, and for the
three years ended December 31, 1993 for the unaudited pro forma
consolidated statements of earnings.
-16-
<PAGE> 27
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED ACQUISITIONS
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
DEBIT (CREDIT)
--------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
(1) INVESTMENT SECURITIES - AVAILABLE FOR SALE
FOURTH QUARTER 1994 RESTRUCTURING AND OTHER CHARGES (NOTE 3) $(12,461)
(2) PREMISES AND EQUIPMENT
FOURTH QUARTER 1994 RESTRUCTURING AND OTHER CHARGES (NOTE 3) (6,842)
(3) OTHER ASSETS
FOURTH QUARTER 1994 RESTRUCTURING AND OTHER CHARGES (NOTE 3) 22,210
(4) OTHER LIABILITIES
FOURTH QUARTER 1994 RESTRUCTURING AND OTHER CHARGES (NOTE 3) (48,205)
(5) RETAINED EARNINGS
FOURTH QUARTER 1994 RESTRUCTURING AND OTHER CHARGES (NOTE 3) 45,298
(6) ADDITIONAL PAID-IN CAPITAL
TO ELIMINATE SURPLUS $31,842
EXCESS OF PAR/STATED VALUE OF STOCK ISSUED OVER TOTAL EQUITY 27,737
-------
TOTAL 59,579
(7) COMMON STOCK
TO ELIMINATE COMMON STOCK $9,493
ISSUANCE OF COMMON STOCK (69,072)
--------
TOTAL (59,579)
--------
TOTAL $ 0
========
</TABLE>
-17-
<PAGE> 28
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSUMMATED ACQUISITIONS
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS ADJUSTMENTS
<TABLE>
<CAPTION>
NINE TWELVE
MONTHS MONTHS
ENDED ENDED
09/30/94 12/31/93
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
(1) INTEREST INCOME - INTEREST AND FEES ON LOANS
AMORTIZATION OF THE WRITEUP OF LOANS TO FAIR MARKET VALUE ($86) $ 121
(2) INTEREST INCOME - INVESTMENT SECURITIES
ACCRETION OF THE NET WRITE-DOWN OF INVESTMENT SECURITIES
TO FAIR MARKET VALUE (123) (181)
(3) INTEREST INCOME - FEDERAL FUNDS SOLD
REDUCTION OF INTEREST INCOME FROM THE LIQUIDATION OF
SHORT-TERM INVESTMENTS TO FUND THE PURCHASE PRICE 234 694
(4) INTEREST EXPENSE - DEPOSITS
AMORTIZATION OF THE WRITE-UP OF DEPOSITS TO FAIR MARKET VALUE 17 (455)
(5) NET OCCUPANCY EXPENSE
AMORTIZATION OF FAIR VALUE ADJUSTMENT ($1) ($3)
REVERSAL OF DEPRECIATION DUE TO THE ALLOCATION OF NEGATIVE GOODWILL - (60)
--- ----
TOTAL (1) (63)
(6) EQUIPMENT EXPENSE
ADJUST DEPRECIATION DUE TO THE SALE OF IDLE ASSETS (1) -
ADJUST DEPRECIATION DUE TO WRITE-DOWN OF EQUIPMENT (46) (146)
--- ----
TOTAL (47) (146)
(7) OTHER EXPENSE
GOODWILL AND OTHER INTANGIBLES AMORTIZATION 139 548
(8) APPLICABLE INCOME TAXES
TAX EFFECT OF ABOVE ADJUSTMENTS,
ASSSUMING A 39% TAX RATE (52) (202)
----- -----
TOTAL $ 81 $ 316
===== =====
</TABLE>
-18-
<PAGE> 29
NOTE 5. UNAUDITED PRO FORMA CAPITAL RATIOS
The following table summarizes the Corporation's unaudited
capital ratios as of September 30, 1994, and the unaudited pro forma
capital ratios reflecting consummation of all completed acquisitions.
The unaudited pro forma capital ratios reflect the impact of certain
fourth quarter of 1994 charges (see Note 3).
<TABLE>
<CAPTION>
As Adjusted for the
Actual Acquisitions
-------- -------------------
<S> <C> <C>
Shareholders' Equity
to Assets 7.82% 7.27%
Leverage Ratio 7.51% 6.97%
Tier 1 Capital to
risk-weighted assets* 14.83% 12.70%
Total Capital to
risk-weighted assets* 18.07% 15.33%
</TABLE>
*Based on estimated risk-weighted assets of the acquisitions
consummated subsequent to September 30, 1994, and the GSSC
risk-weighted assets.
-19-
|
|