<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
UNION PLANTERS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO] UNION
PLANTERS
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 1995
Dear Shareholder:
You are cordially invited to attend this year's Annual Meeting of
Shareholders of Union Planters Corporation in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, at 10:00 a.m. on April 27, 1995. The Annual Meeting has been
called by order of the Board of Directors for the purpose of considering and
voting upon:
1. The election of five directors;
2. The ratification of the selection of Price Waterhouse LLP as
the independent accountants and auditors for the Corporation;
3. An amendment to the Charter of the Corporation to increase the
number of shares of the Corporation's Common Stock, $5.00 par
value per share, authorized for issuance by the Corporation
from 50 million to 100 million; and
4. The transaction of such other business as may properly come
before the meeting.
In addition, there will be a report on current operations. Holders of
the Corporation's Common Shares at the close of business on the record date of
February 16, 1995 will be entitled to notice of, and to vote at, the Annual
Meeting.
Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.
Very truly yours,
Benjamin W. Rawlins, Jr.
------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board
Approximate Date of Mailing to Shareholders: March 20, 1995
1
<PAGE> 3
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
PROXY STATEMENT
This proxy statement is furnished by the Board of Directors of Union
Planters Corporation (the "Corporation") in connection with its solicitation of
the enclosed proxy, which will be used in voting at the Annual Meeting of
Shareholders of the Corporation to be held in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, on April 27, 1995 at 10:00 a.m. (the "Annual Meeting") or any
adjournment or adjournments thereof.
This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 20, 1995.
VOTING
Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 16, 1995 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 40,286,251 shares
of Common Stock were issued and outstanding for purposes of the Annual Meeting.
Each share of Common Stock is entitled to one vote.
If a proxy on the accompanying form is properly executed, returned to
the Corporation and not revoked, the shares represented by such proxy will be
voted in accordance with the instructions set forth thereon. If no instructions
are given, the shares represented will be voted for the director nominees named
herein, for ratification of the selection of the independent accountants and
auditors, and for the proposed amendment to the Charter of the Corporation
increasing the number of shares of Common Stock authorized for issuance from 50
million to 100 million. The Board of Directors at present knows of no other
business to be brought before the Annual Meeting. However, persons named in the
enclosed proxy will have discretionary authority to vote on the transaction of
any other business which may properly come before the Annual Meeting and any
adjournment thereof, and will vote the proxies in accordance with
recommendations of the Board of Directors.
A shareholder may attend the Annual Meeting even though he or she has
executed a proxy. A proxy may be revoked at any time before it is voted by
giving written notice of revocation delivered to the Secretary of the
Corporation or by delivering a later dated proxy or by the vote of the
shareholder in person at the Annual Meeting.
2
<PAGE> 4
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporation's Charter provides for not less than seven nor more
than twenty-five directors divided into three classes with each class serving a
three-year term and one class elected at each annual meeting of shareholders.
At the Annual Meeting, one director is to be elected in Class I whose
term will expire at the annual meeting of shareholders to be held in 1997 and
four directors are to be elected in Class II, each of whose terms will expire
at the annual meeting of shareholders to be held in 1998. The Board of
Directors has nominated for election in Class I, M. J. Womack, and in Class II,
A. M. Austin, G. W. Bryan, C. J. Lowrance III, and M. P. Sturdivant. All the
Class II directors currently serve on the Board. The Class III and Class I
directors' terms will expire at the annual meetings of shareholders to be held
in 1996 and 1997, respectively.
The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if any of the nominees
should become unavailable for election, and unless authority is withheld, the
holders of the proxies solicited hereby will vote for such other individual(s)
as the Board of Directors may recommend.
The presence in person or by proxy of the holders of a majority in
voting power of the Common Stock will constitute a quorum for the transaction
of business at the Annual Meeting. Assuming the presence of a quorum,
directors will be elected based on a plurality of the affirmative votes cast.
Broker nonvotes will be counted as being present or represented at the Annual
Meeting but will not have an effect on the outcome of the vote for the election
of directors. Cumulative voting is not permitted in the election of directors.
3
<PAGE> 5
The following table gives the indicated information for each nominee
and incumbent director and other executive officers who are listed in the
compensation tables which follow but are not nominees or incumbent directors:
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1995(1)
----------------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
- ------------------------------------------------------------------------------------------------------ ----------
<S> <C> <C> <C> <C> <C>
CLASS I: DIRECTORS AND NOMINEE
MARVIN E. BRUCE 66 1989 1,000 0 *
Director and Chairman,
CEO from 1973 to July 1994,
TBC Corporation** (marketer/
distributor of auto
replacement products).
ROBERT B. COLBERT, JR. 73 1984 10,484 0 *
Chairman until 1987 and from
January 1990 to June 1993,
President and CEO from
January 1989 to May 1990,
Signal Apparel Co., Inc.**
(garment manufacturing).
STANLEY D. OVERTON 66 1992 15,000 200(4)(5) *
Chairman, Union Planters Bank of 1,053(7)
Middle Tennessee, N.A. since
July 1994; Vice Chairman,
Union Planters National Bank
("UPNB") from March 1992 to
July 1994; Chairman,
President and CEO of
Fidelity Bancshares, Inc. from
August 1974 to March 1992.
MILTON J. WOMACK 69 - 39,167 30,001(4)(5) *
President, Milton J. Womack, Inc.
(general contractor); Chairman of
Sunburst Bank (Louisiana) since 1989;
Director of Grenada Sunburst System
Corporation from April 1991 to
December 1994.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1995(1)
---------------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY CLASS
- ---------------------------------------------------------------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C>
CLASS II: DIRECTORS AND NOMINEES
ALBERT M. AUSTIN 68 1974 11,536 3,000 *
Chairman, Cannon, Austin and 12,658(4)(5)
Cannon, Inc. (real estate). 266(6)(7)
GEORGE W. BRYAN 50 1986 2,400 1,000(6)(7) *
Senior Vice President, Sara Lee
Corporation** (Meat Group
Division, meat processing
and packaging).
C. J. LOWRANCE, III 64 1985 25,881 12,152 *
President, Lowrance Brothers &
Co., Inc. (planter).
MIKE P. STURDIVANT 67 1989 89,307 45,946 *
President, Due West Gin Co.,
Inc. (cotton ginning); Investor,
Chairman, Executive (various
entities).
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1995(1)
----------------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
- ---------------------------------------------------------------------------------------------------------- ----------
<S> <C> <C> <C> <C> <C>
CLASS III: DIRECTORS
JACKSON W. MOORE 46 1986 52,551 17,494 *
President of the Corporation since 91,375(4)(5) 60,670(4)(5)
April 1, 1989; Chief Operating 2,116(7)
Officer of the Corporation
since April 1994.
BENJAMIN W. RAWLINS, JR. 57 1984 258,275 15,349 *
Chairman of the Corporation's 7,878(7)
Board since April 1, 1989; CEO
of the Corporation and CEO of
UPNB since 1984; President of
the Corporation from 1984 to
April 1, 1989; Chairman of
UPNB since January 1986.
V. LANE RAWLINS 57 1992 0 0 *
President, University of Memphis
since May 1991; Vice Chancellor
for Academic Affairs,
University of Alabama System,
from 1986 to May 1991.
RICHARD A. TRIPPEER, JR. 55 1974 235,720 155,000 1.04%
President, R.A. Trippeer, Inc. 26,624(4)(5)
(investments).
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1995(1)
---------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY CLASS
- --------------------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C>
OTHER NAMED EXECUTIVE OFFICERS
JAMES A. GURLEY 61 - 33,528 374 *
Executive Vice President of the 8,162(7)
Corporation since 1990;
Vice President of the
Corporation from 1980 to
1990; Executive Vice
President of UPNB since
January 1981.
J. W. PARKER 48 - 23,592 2,107 *
Executive Vice President and 2,955(7)
Chief Financial Officer of the
Corporation since 1990;
Executive Vice President of
UPNB since 1987.
M. K. WALTERS 54 - 18,069 6,336(7) *
Senior Vice President and
Chief Accounting Officer of the
Corporation since 1990;
Treasurer of the Corporation
since 1985; Vice President of
the Corporation from 1975 to
1990; Senior Vice President
of UPNB since 1975.
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP
(15 persons) 907,885 411,341 3.28%
</TABLE>
* Less than 1%.
** Directorships currently held with corporations (other than
Union Planters Corporation) subject to the registration or
reporting requirements of the Securities Exchange Act of
1934, or registered pursuant to the Investment Company Act
of 1940.
7
<PAGE> 9
(1) Under applicable SEC rules, "beneficial ownership" of a security means
directly or indirectly, through any contract, relationship,
arrangement, undertaking or otherwise, having or sharing "voting
power," which includes the power to vote or to direct the voting of
such security, or "investment power," which includes the power to
dispose of or direct the disposition of such security. Unless
otherwise indicated, the securities shown are held with sole voting
and investment power. More than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed to
be a beneficial owner of securities as to which he has no beneficial
interest.
(2) Includes shares, in the amount indicated, as to which the following
have the right to exercise options to purchase within 60 days of
January 31, 1995: A.M. Austin, 5,200; J.A. Gurley, 6,400; J.W. Moore,
52,551; S.D. Overton, 3,000; J.W. Parker, 15,545; B.W. Rawlins, Jr.,
99,263; M.K. Walters, 5,704; and all directors and executive officers
as a group, 187,663.
(3) May include shares (a) owned as trustee; or (b) owned and traded in
the name of the spouse, minor children or other relative of the
director, or (c) owned by a corporation, partnership or other legal
organization in which the director has a substantial beneficial
interest.
(4) Shared investment power.
(5) Shared voting power.
(6) No voting power.
(7) No investment power.
To the knowledge of the Corporation, no persons beneficially owned
more than 5% of the outstanding Common Stock as of the record date of February
16, 1995 as determined in accordance with the requirements of the Securities
Exchange Act of 1934 and applicable rules promulgated thereunder.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Among other committees of the Corporation's Board of Directors are the
Directors' Audit Committee and the Salary and Benefits Committee. The Board
does not have a standing nominating committee or a committee performing similar
functions.
The Directors' Audit Committee, which is currently composed of Messrs.
M.E. Bruce, R.B. Colbert, Jr., S.D. Overton, V.L. Rawlins, and R.A. Trippeer,
Jr., held five meetings during 1994. This committee makes recommendations to
the Board with respect to the selection of independent accountants; the review
and scope of audit arrangements; the independent auditors' suggestions for
strengthening internal accounting controls; matters of concern to the
8
<PAGE> 10
Committee, the auditors, or management relating to the Corporation's financial
statements or other results of the annual audit; the review of internal
accounting procedures and controls with the Corporation's financial and
accounting staff; the review of the activities and recommendations of the
Corporation's general auditor and compliance auditors; and the review of
financial statements and other financial information published by the
Corporation.
The Salary and Benefits Committee, which held one meeting in 1994,
makes recommendations to the Board of Directors as to the amount and form of
officer compensation. A subcommittee of the Salary and Benefits Committee
consisting of the same members administers the Corporation's 1992 and 1983
Stock Incentive Plans and is authorized to grant stock options and award stock
without further approval, except grants to directors. Messrs. Austin, Bruce
and Sturdivant currently serve as members of the Salary and Benefits Committee.
The Board of Directors held seven meetings during 1994. The directors
who, because of conflicting schedules, attended less than 75% of the aggregate
of the meetings held by the Board and any Board committees of which they were
members were Mr. Bryan and Dr. Rawlins.
DIRECTOR COMPENSATION
Directors who are employees of the Corporation or any of its
subsidiaries do not receive compensation for service as directors. Directors
who are not employees of the Corporation or any of its subsidiaries were each
paid fees of $25,000 annually. Compensated directors also receive fees for
service on committees of the Corporation's Board in the following amounts:
Directors' Audit Committee, $5,000 annually; Salary and Benefits Committee,
$3,000 annually; and Executive Committee, $1,000 per meeting.
Directors of the Corporation who also serve as Directors of subsidiary
banks also receive fees for service on committees in the following amounts:
Directors' Loan Committee, $4,000; Community Reinvestment Act Committee,
$3,000; and Executive Committee, $500 per meeting.
Individual directors may, at their option, defer the receipt of
directors' fees. Under alternatives available each year from 1987 through 1994,
up to 100% of a director's annual board and committee fees were deferrable.
Such fees, plus interest, will be paid to the participating director or to his
beneficiaries, as applicable, in monthly payments for a maximum ten-year period
commencing on the earlier of (a) the death of the director; or (b) the later of
(i) age 65, or (ii) completion of five years' participation in the fee deferral
program. Six directors elected to enter into such nonqualified deferred
compensation agreements for 1994.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Subject to shareholders' ratification, the Board of Directors has
selected Price Waterhouse LLP to be the independent accountants and auditors of
the Corporation for the year ending
9
<PAGE> 11
December 31, 1995. Price Waterhouse LLP has served the Corporation in this
capacity since 1985. As in the past, a representative of Price Waterhouse LLP
is expected to attend the Annual Meeting. The representative will have an
opportunity to make a statement and will be available to respond to appropriate
questions from shareholders. Assuming the presence of a quorum at the Annual
Meeting, the selection of Price Waterhouse LLP will be ratified if the votes
cast in favor exceed the votes cast in opposition.
PROPOSAL 3: CHARTER AMENDMENT TO INCREASE COMMON STOCK
The Corporation's Charter provides for the authority of the
Corporation to issue up to 50 million shares of common stock, $5 par value per
share.
The Board of Directors believes that an increase in authorized but
unissued shares of common stock is in the best interests of the Corporation
and, therefore, at a meeting held February 23, 1995, the Board of Directors
adopted a proposed amendment to the Corporation's Charter increasing the number
of authorized shares of common stock from 50 million shares, par value of $5
per share, to 100 million shares, par value of $5 per share.
The additional shares of common stock for which authorization is
sought will have the same terms and rights as the shares of common stock now
authorized. No pre-emptive rights would be attached to these shares. If the
proposed amendment is approved, the additional authorized shares will be
available for issuance for proper corporate purposes at the discretion of the
Board of Directors. Except as may be required by applicable law or regulation
at the time of issuance, the shares may be issued without further action by the
shareholders.
The Board of Directors presently has no plans to issue any of the
authorized but unissued shares of common stock that the approval of this
amendment would allow. The Board of Directors believes that the proposed
increase in the number of authorized shares of common stock will provide the
Corporation with the flexibility it will need in conducting its business and in
meeting future contingencies. For the most part, it is contemplated that these
shares may be used by the Corporation to assist in future capital formation and
franchise expansion. Additionally, issuance of the shares of common stock,
under certain circumstances, could discourage, or make more difficult, an
attempt to gain control of the Corporation. The Board of Directors presently
has no intention of issuing authorized but unissued shares for that purpose or
for any other purpose and knows of no ongoing attempt to gain control of the
Corporation.
The Board of Directors recommends a vote "For" the proposed amendment
to the Charter increasing the number of authorized shares of common stock. The
enclosed proxy will be so voted unless the shareholder specifies a contrary
choice. The affirmative vote of a majority of the outstanding shares of common
stock of the Corporation is required for approval of this proposed amendment to
the Charter. A failure to vote, abstention, or broker nonvote with respect to
the proposed amendment to the Charter will have the effect of a vote against
the proposed amendment.
10
<PAGE> 12
CERTAIN INFORMATION AS TO MANAGEMENT
The following table contains information concerning the compensation
received by the Corporation's Chief Executive Officer ("CEO") and the four most
highly compensated executive officers of the Corporation in the three fiscal
years ended December 31, 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM(1)
COMPENSATION
----------------------
SECURITIES
RESTRICTED UNDERLYING
ANNUAL COMPENSATION STOCK OPTIONS/ ALL OTHER
NAME AND ----------------------------------- AWARDS SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#) (2) ($) (3)
- ------------------ ----- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr. 1994 480,000 100,000 109,263 15,760
Chairman of the Board and 1993 410,000 200,000 450,840 97,215 15,163
CEO of Corporation 1992 390,000 185,000 134,671 14,332
and UPNB
J.A. Gurley 1994 137,450 15,000 1,500 12,474
Executive Vice President 1993 135,200 17,267 6,400 12,937
of Corporation and UPNB 1992 135,200 13,520 7,947 12,711
J.W. Moore 1994 290,000 60,000 5,000 13,417
President and Chief 1993 244,000 60,000 302,354 52,552 12,793
Operating Officer of 1992 220,000 60,000 37,825 11,609
Corporation
J.W. Parker 1994 166,004 35,000 8,563 12,035
Executive Vice President 1993 159,375 30,000 9,982 12,433
and CFO of Corporation and 1992 153,000 30,000 1,700 11,751
Executive Vice President
of UPNB
M.K. Walters 1994 121,917 35,000 6,704 9,196
Senior Vice President, 1993 117,083 35,000 5,938 9,242
Treasurer, and Chief 1992 112,500 41,625 4,540 8,999
Accounting Officer of
Corporation and Senior
Vice President of UPNB
</TABLE>
(1) The Corporation does not maintain a formal "Long Term Incentive Plan"
other than the 1983 and 1992 Stock Incentive Plans. Based on
employment agreements, in May 1993, B.W. Rawlins, Jr., and J.W. Moore
were granted 17,680 and 11,857 shares, respectively, of restricted
stock which vested in
11
<PAGE> 13
December 1993. There were no shares of restricted stock held by any of
the named executive officers on December 31, 1994.
(2) Shares acquired pursuant to option exercise must generally be held 3
years or any profits must be paid to the Corporation. The Corporation
does not grant SARs.
(3) "All Other Compensation" for 1994 consists of the following various
components. Employee stock ownership plan contributions on behalf of
the employees as follows: $8,830, B.W. Rawlins, Jr.; $4,227, J.A.
Gurley; $8,787, J.W. Moore; $5,105, J.W. Parker; and $3,941, M.K.
Walters. 401(k) plan contributions on behalf of the same employees,
respectively, are as follows: $6,930; $8,247; $4,620; $6,930; and
$5,255.
12
<PAGE> 14
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
---------------------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF
NUMBER OF OPTIONS/SARS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME GRANTED(#)(2) YEAR ($/SH) DATE 5%($) 10%($)
---- ------------- --------- ------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 15,000(3) 44.9% 23.875 02-08-04 25,225 570,825
2,928(1) 26.125 01-17-99 21,126 46,702
30,538(1) 28.125 02-14-95 27,026 54,113
5,439(1) 28.125 01-17-99 39,079 85,778
17,333(1) 28.125 02-28-01 90,230 440,900
38,025(1) 28.125 05-20-03 88,057 1,447,688
J. A. Gurley 1,500(3) .6% 23.875 02-08-04 22,523 57,077
J. W. Moore 5,000(3) 2.1% 23.875 02-08-04 75,075 190,255
J. W. Parker 3,000(3) 3.5% 23.875 02-08-04 45,045 114,153
5,563(1) 26.00 09-03-97 25,395 53,844
M. K. Walters 3,000(3) 2.8% 23.875 02-08-04 45,045 114,153
2,846(1) 28.125 05-16-95 3,842 7,684
858(1) 28.125 01-21-03 12,662 30,907
</TABLE>
(1) Options granted in 1994 as reload options on exercises where shares
were used as the consideration for the exercise. The reload options
carry the same term as the option which was exercised. Reload options
vest 6 months after the grant date.
(2) Generally, options may not be granted at less than the fair market
value of the underlying shares on the date of grant, and will expire
upon the earliest of 10 years after the date of grant, termination for
cause, three months after termination of employment (other than for
cause) for any reason except death or disability, and one year after
death or after termination due
13
<PAGE> 15
to disability. Already owned shares of stock may be used as the
consideration for exercise of the option, and a reload option
will generally be granted in such cases. Generally, except in the event
of involuntary termination or termination due to disability, death or
retirement, shares acquired by option exercise must be held at least
three years or any profits from sale must be repaid to the Corporation.
All options granted in 1994 have an exercise price of the underlying
stock's fair market value on the grant date.
(3) Options granted in 1994 which vest 1/3 twelve months after the date of
grant, an additional 1/3 24 months after the date of grant and the
final 1/3 36 months after the date of grant.
14
<PAGE> 16
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)(2)
SHARES VALUE ---------- -------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
B.W. Rawlins, Jr. 103,215 $245,616 94,263/15,000 --/--
J.A. Gurley -- $ -- 5,400/ 2,500 --/--
J.W. Moore -- $ -- 61,218/12,334 121,000/56,000
J.W. Parker 8,080 $ 65,440 13,545/ 5,000 --/--
M.K. Walters 3,938 $ 6,571 3,704/ 5,000 --/--
</TABLE>
(1) Shares acquired pursuant to option exercise must generally be held
three years or any profits must be paid to the Corporation. During the
restriction period, shares may be used to exercise an option or to
satisfy tax withholding requirements on option exercises.
(2) Value is calculated as the difference between the closing market price
of a share of Common Stock on December 31, 1994 ($20.875 per share)
and the exercise price of the options. No value is reported if the
exercise price of the options exceeded the market price of a share of
Common Stock on December 31, 1994.
15
<PAGE> 17
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS
As of December 1, 1989, the Corporation entered into employment
agreements with B.W. Rawlins, Jr., for a term of three years and one month at a
minimum annual salary of $290,000 and J.W. Moore for a term of two years and
seven months at a minimum annual salary of $190,000.
Pursuant to these employment agreements, Messrs. Rawlins and Moore are
also entitled to certain other employee benefits and are eligible to
participate in incentive bonus, stock option, and deferred compensation plans.
As of December 31, 1994, the terms of each of the two agreements were
automatically extended for one year, and on December 31 of each year thereafter
such terms will be automatically extended for one year unless the Corporation
notifies the officer within 60 days prior to the applicable December 31 date.
If the Corporation chooses not to extend an agreement, the officer may either
remain until the end of the term of his agreement, or may choose to terminate
the agreement and be paid an amount equal to: for Mr. Rawlins, three times the
sum of; and for Mr. Moore, two and one half times the sum of; his then current
base pay and an amount equal to his incentive bonus for the prior year. In
either case, all options or grants issued to the officer by the Corporation
will immediately vest and be exercisable. If termination of employment is for
cause, the officer will be provided base pay through the date of termination,
and all options held will vest and become exercisable. If termination of
employment is due to death or disability, the officer will be paid an amount
equal to: for Mr. Rawlins, three times the sum of; and for Mr. Moore, two and
one half times the sum of; his then current base pay and an amount equal to his
incentive bonus for the prior year. All options or grants held will immediately
vest and become exercisable.
These employment agreements also provide that in the event of a
substantial change in the control of the Corporation or UPNB, including by
acquisition or merger, these officers will have the option to extend the terms
of their employment agreements. In such event, the officers may choose a
renewal term, beginning on the later of the date of the renewal notice or the
date of the change in control as follows: B.W. Rawlins, Jr., three years; and
J.W. Moore, two and one half years. Upon acceptance of a renewal term, any
remaining period of the then current term of the employment agreement will be
canceled.
In the event of a substantial change in control, during the extended
renewal term, the officer may resign without penalty, after giving ninety days
written notice, and receive a lump sum payment (increased to ensure that no tax
liability is incurred by the officer) consisting of the sum of the officer's
current annual base pay and an amount equal to his incentive bonus for the last
year, multiplied by the remaining year(s) or fractional part thereof of his
renewal term. In addition, the officer will have the right to elect either a
cash lump sum from the Corporation equal to the "spread" between the exercise
price of options held as of the date of termination notice and the closing
trade price on the New York Stock Exchange as of the same date, or
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alternatively, full vesting of all options held, with the right to exercise the
options within a two-year period from the date of election.
COMPENSATION COMMITTEE REPORT
The Salary and Benefits Committee (the "Committee") is composed of
three directors who are not employees of the Corporation or any of its
subsidiaries. The Committee makes recommendations to the Board of Directors as
to the amount and form of executive officer compensation, and is responsible
for granting stock options and restricted stock.
PAY PHILOSOPHY
The compensation programs of the Corporation are designed to align
compensation with business objectives and performance, and to enable the
Corporation to attract, retain and reward executives who contribute to the
long-term success of the Corporation. The Committee believes that executive
pay should be linked to performance. Therefore, the Corporation provides an
executive compensation program which includes base pay, annual cash bonus and
long-term incentive opportunities through the use of stock options and
restricted stock.
The Omnibus Budget Reconciliation Act of 1993 imposes a limit, with
certain exceptions, on the amount that a publicly held corporation may deduct
in any year for the compensation paid or accrued with respect to its five most
highly compensated executive officers. While the Committee cannot predict with
certainty how the Corporation's compensation might be affected, the Committee
intends to try to preserve the tax deductibility of all executive compensation
while maintaining the Corporation's compensation programs as described in this
report.
BASE SALARY
Base salary is set annually based on job-related experience,
individual performance and pay levels of similar positions at about twenty peer
financial institutions. The Corporation targets base pay at the 50th percentile
of peer base pay. In determining compensation at peer financial institutions,
the Corporation analyzes information from independent surveys. The surveys,
which do not necessarily include the same financial institutions as included in
the NYSE financial indicator (used in the performance graph), are chosen based
on similarity of the surveyed financial institutions to the Corporation in
terms of size, geographic region, scope of services and return on assets/return
on equity.
In 1994, base salary of the named executive officers was at or below
the target based on peer analysis.
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ANNUAL BONUS
The senior management incentive plan provides awards based on
corporate performance, business unit performance and individual performance.
Corporate and business unit performance are evaluated by reviewing the extent
to which strategic and business plan goals are met. Financial measures of
performance vary depending on the position and responsibilities of the
incumbent being considered, and include (depending on the individual and
position) return on equity, return on assets and certain asset quality
measures. Absolute performance and performance relative to a peer group of
about 50 financial institutions are considered. The peer group is developed
based on asset size, and this peer group does not necessarily include the same
financial institutions as included in the peer analysis of base pay or as
included in the NYSE financial indicator used in the performance graph.
Individual performance is evaluated by reviewing organization and
management development progress against objectives set at the beginning of the
year. No specific weights are attributed to the corporate, business unit or
individual performance factors. Rather, the Committee evaluates subjectively
corporate, business unit and individual performance for each incumbent. The
Committee determines the size of bonuses for executive officers at the end of
the year. There is generally no minimum opportunity, and the maximum
opportunity is 25 to 75 percent of salary, depending on position. Generally,
either a corporate or business unit return on equity goal must be met for any
bonus to be awarded. The employment agreements of Messrs. Rawlins and Moore do
not affect determination of such officers' bonuses.
All executive officers other than the chief executive officer also
participate in the Corporation's general officer bonus plan. This plan provides
an award of about one month's salary if a specified return on equity target is
met, and the award is subject to approval by the chief executive officer (such
approval is based on a subjective evaluation of individual performance).
LONG-TERM INCENTIVES
In order to link the interests of the Corporation's shareholders and
senior management, the Corporation maintains a stock incentive plan. Stock
options and restricted stock may be granted under the plan. Awards are based on
position and individual performance. Among other conditions, stock options are
granted subject to a vesting schedule. Options may be exercised after vesting.
However, to encourage long-term share retention, shares acquired pursuant to
option exercise must generally be held at least 3 years, or any profits from
sale must be repaid to the Corporation.
For 1994, options were granted to the executive officers other than
the chief executive officer based on their position and a subjective assessment
of individual performance. Generally, long-term incentive awards are targeted
between the 50th and 75th percentiles of the competitive market. The
Corporation utilizes the same surveys and peer financial institutions as used
in
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<PAGE> 20
analyzing base salary and takes into consideration options and restricted stock
that have already been granted.
1994 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
Many of the same philosophies used in determining compensation for
officers of the Corporation are used in determining compensation for Mr.
Rawlins. The Committee establishes each element of Mr. Rawlins' pay based on
his achievement of specific business objectives. These objectives are based
upon specific financial and nonfinancial goals. No specific weighting or
formula is used to determine levels of compensation. Additionally, the
Committee takes into consideration an analysis of compensation at the peer
financial institutions used to review compensation of other officers of the
Corporation.
BASE SALARY
The Committee increased Mr. Rawlins' base salary for the year 1994
from $410,000 to $480,000 which represented about a 17% increase. This level
positioned his base salary slightly below the 50th percentile of peer financial
institutions.
ANNUAL BONUS
The Committee determines the chief executive officer's annual bonus
based upon his performance relative to business objectives established at the
beginning of the year. The annual award can range between $0 and $200,000.
Based on 1994 performance, the Committee decided to award Mr. Rawlins $100,000,
or about 21% of his annual base pay.
LONG-TERM INCENTIVES
For 1994, Mr. Rawlins received a grant of 94,263 options pursuant to
reload option provisions on option exercises where he used already-owned shares
to effect the exercise. In addition, the Committee awarded 15,000 options to
Mr. Rawlins in 1994. The value of this long-term award alone, and the value of
this award plus base salary and the annual bonus, position the chief executive
officer below the 50th percentile of the competitive salaries for peer
financial institutions.
SALARY AND BENEFITS COMMITTEE
Marvin E. Bruce, Chair
Albert M. Austin
Mike P. Sturdivant
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PERFORMANCE GRAPH
The following graph sets forth the Corporation's cumulative total
shareholder return (assuming reinvestment of dividends) as compared to the S&P
500 and the NYSE Financial Indicator over a five-year period beginning December
31, 1989.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
The chart contains the following points plotted on a performance graph:
<TABLE>
<CAPTION>
December 31
-----------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Union Planters 100.00 64.97 141.15 245.82 262.06 225.89
S&P 500 100.00 96.89 126.28 135.88 149.52 151.55
NYSE Financial
Indicator 100.00 78.17 110.59 128.61 138.85 125.39
</TABLE>
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EXECUTIVE BENEFIT PLANS
The Corporation maintains two executive benefit plans for selected
management employees. Eligibility is determined by the Salary and Benefits
Committee, which is also responsible for administering the plans.
The supplemental retirement plan provides a retirement income benefit at
age 65 equal to a percentage of final compensation. The benefit can be paid in
either an equivalent lump sum amount or in installments. The plan is
nonqualified and unfunded. Amounts accrued by the Corporation during 1994 were
as follows: $85,773 for Mr. Rawlins; $9,889 for Mr. Gurley; $12,200 for Mr.
Moore; and $1,070 for Mr. Walters. The Corporation is considering amendments to
this plan which will affect benefit levels in the future.
The deferred compensation plan allows participants to defer a portion of
their cash compensation into an unfunded and nonqualified savings plan. The plan
credits interest annually equal to 120% of the long-term Applicable Federal
Rate. The plan returns the compensation deferred plus interest earned upon
termination of employment or earlier if otherwise elected by the participant.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 1994, some of the directors and officers of the Corporation, and
other persons and entities with which they are affiliated, were customers of,
and had in the ordinary course of business banking transactions with, the
Corporation's subsidiary banks. All loans included in such transactions were
made on substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of management, did not involve more than the
normal risk of collectibility or present other unfavorable features. Such loans
aggregated approximately 7% of shareholders' equity as of December 31, 1994.
The Board of Directors approved a demand loan from the Corporation in
the amount of $487,500 during 1991 to B.W. Rawlins Jr., Chairman and CEO of the
Corporation, to enable and encourage him to purchase Corporation stock. The
interest rate was set at UPNB's prime rate as from time to time in effect and
was payable quarterly. The principal, the outstanding amount of which was
$487,500 as of December 31, 1993, was paid in full February 14, 1994.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Officers and directors
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms filed. Based solely upon review of copies of such forms, or
written representations that there were no unreported holdings or transactions,
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<PAGE> 23
the Corporation believes that for the most recent fiscal year all Section 16(a)
filing requirements applicable to its officers and directors were complied with
on a timely basis.
SOLICITATION OF PROXIES
Some of the Corporation's directors and officers who will receive no
additional compensation may solicit proxies in person, and by telephone,
telegraph, telecopier, facsimile, and mail from brokerage houses and other
institutions, nominees, fiduciaries and custodians, who will be requested to
forward the proxy materials to beneficial owners of the Common Stock. The
Corporation will, upon request, reimburse such intermediaries for their
reasonable expenses in forwarding proxy materials but will not pay fees,
commissions, or other compensation.
To assist in the proxy solicitation by the Board of Directors, the Trust
Division of UPNB has been retained. Trust Division management is expected to
communicate in person, or by telephone, telegraph, telecopier, facsimile, or
mail with those shareholders who have not responded within a reasonable time to
urge such shareholders to sign and return their proxies. The cost of
solicitation of proxies will be borne by the Corporation.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Corporation's
1996 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 20, 1995.
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ANNUAL REPORT AND EXHIBITS
The Corporation's Annual Report to Shareholders is enclosed with this
proxy statement. The following section of Part I of the Annual Report on Form
10-K, submitted to the Securities and Exchange Commission, is hereby
incorporated by reference into this proxy statement: "Executive Officers of the
Registrant." Neither the Annual Report to Shareholders nor the Form 10-K is to
be considered proxy-soliciting material except to the extent expressly
incorporated by reference herein.
ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
1994, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT E. J. HOUSE, JR., LEGAL DIVISION, AT P.O. BOX 387, MEMPHIS, TENNESSEE,
38147, OR AT TELEPHONE NUMBER 901/383-6584.
BY ORDER OF THE BOARD OF DIRECTORS
E. J. House, Jr.
----------------
E. J. House, Jr.
Secretary
Memphis, Tennessee
March 20, 1995
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY STILL VOTE IN PERSON, SINCE THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE BY DELIVERING TO THE SECRETARY OF THE CORPORATION A
WRITTEN REVOCATION OF THE PROXY.
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APPENDIX A
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
UNION PLANTERS CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of Union
Planters Corporation, do hereby nominate, constitute and appoint JOHN H.
HEMBREE, THOMAS R. PRICE and TIMMONS L. TREADWELL, III, or either one or any of
them, my true and lawful attorney(s) with full power of substitution for me and
in my name, place and stead, to vote all of the Common Stock of said
Corporation standing in my name on its books at the close of business on
February 16, 1995 at the Annual Meeting of Shareholders thereof, to be held at
the Union Planters Administrative Center, Assembly Room C, Lake Level, 7130
Goodlett Farms Parkway, Memphis, Tennessee 38018, on April 27, 1995 at 10 a.m.,
and at any adjournment thereof, with all the powers the undersigned would
possess if personally present, as follows:
1. ELECTION OF DIRECTORS. [] FOR the nominees listed below (except
as marked to the contrary below)
[] WITHHOLD AUTHORITY (to vote for all
nominees listed below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
CLASS I CLASS II
M.J. Womack A.M. Austin
G.W. Bryan
C.J. Lowrance III
M.P. Sturdivant
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS THE
INDEPENDENT ACCOUNTANTS AND AUDITORS OF THE CORPORATION.
[] FOR [] AGAINST [] ABSTAIN
3. AN AMENDMENT TO THE CHARTER OF THE CORPORATION TO INCREASE THE NUMBER
OF SHARES OF THE CORPORATION'S COMMON STOCK, $5.00 PAR VALUE PER
SHARE, AUTHORIZED FOR ISSUANCE BY THE CORPORATION TO 100 MILLION.
[] FOR [] AGAINST [] ABSTAIN
<PAGE> 26
IN RESPECT OF OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, THIS PROXY SHALL BE VOTED AS THE BOARD OF DIRECTORS MAY
RECOMMEND.
(over)
NOTE: PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.
DATED , 1995
SIGNATURE OF SHAREHOLDER(S)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF N
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3. IF
OTHER MATTERS PROPERLY COME BEFORE SAID MEETING, OR IF ANY NOMINEE FOR DIRECT
BECOMES UNAVAILABLE FOR ELECTION, THIS PROXY SHALL BE VOTED IN ACCORDANCE WIT
THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" PROPOSALS 1, 2, AND 3.
