<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[ ] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee required).
For the fiscal year ended ____________________
or
[x] Transition Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No fee required).
For the transition period from November 30, 1994 to December 31, 1994
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 383-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1994 and November 30,
1994 annexed as Exhibit A hereto are hereby incorporated by reference herein,
and are included as a part of this Annual Report.
ADDITIONAL EXHIBIT:
B Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan's Administrative Committee has duly caused this
annual report to be signed by the undersigned hereunto duly
authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 16, 1995
By: /s/Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
EXHIBIT A
1
<PAGE> 4
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
DECEMBER 31, 1994 AND NOVEMBER 30, 1994
2
<PAGE> 5
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 4
Financial Statements
Statement of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-16
Additional Information
Schedule of Investments at December 31, 1994 17
Schedule of Reportable Transactions for the One Month Period Ended December 31, 1994 18
</TABLE>
All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
3
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan")
at December 31, 1994 and November 30, 1994, and the changes in net assets
available for benefits for the one month ended December 31, 1994 and the twelve
month period ended November 30, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 ("ERISA").
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/Price Waterhouse LLP
Memphis, Tennessee
June 9, 1995
4
<PAGE> 7
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 30,
1994 1994
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 5,084,861 $ 3,727,860
Common stock 2,740,449
U.S. Treasury securities 1,945,048
U.S. Government agency securities 2,989,571
Municipal obligations 500,000
Corporate notes 6,225,304
Mutual funds 15,991,842
Equity common trust funds 17,798,486
Fixed income common trust funds 19,364,133 8,458,320
Notes receivable from participants 189,948 177,234
---------------- ----------------
Total investments (cost of $42,839,232 and
$37,964,805 at December 31, 1994 and November
30, 1994, respectively) 45,177,877 40,015,179
Cash 702,118
Due from brokers 1,169,222 2,397,290
Accrued interest and dividends receivable 3,331 260,687
Contributions receivable 281,956 289,989
---------------- ----------------
Total assets 46,632,386 43,665,263
---------------- ----------------
LIABILITIES
Due to Union Planters National Bank 1,543,779
---------------- ----------------
NET ASSETS AVAILABLE FOR BENEFITS $ 45,088,607 $ 43,665,263
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 8
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
FOR THE ONE FOR THE TWELVE
MONTH PERIOD MONTH PERIOD
ENDED ENDED
DECEMBER 31, NOVEMBER 30,
1994 1994
---- ----
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 28,745 $ 2,205,364
Net realized gain (loss) on sale of investments 5,653 (434,429)
Net change in unrealized appreciation
(depreciation) in the fair value of investments 292,817 (1,613,986)
---------------- ----------------
Net investment income 327,215 156,949
---------------- ----------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 313,607 3,402,754
Employer contributions 235,908 2,678,287
Rollovers of assets (Note 7) 1,877 1,105,992
---------------- ----------------
Total contributions and rollovers 551,392 7,187,033
---------------- ----------------
Total additions 878,607 7,343,982
DISTRIBUTIONS
Payments to participants (70,182) (5,932,110)
---------------- ----------------
Net increase 808,425 1,411,872
Mergers of other plans (Note 1) 614,919 424,208
Net assets at beginning of period 43,665,263 41,829,183
---------------- ----------------
NET ASSETS AT END OF PERIOD $ 45,088,607 $ 43,665,263
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 9
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation (the
"Corporation") 401(k) Retirement Savings Plan (the "Plan") are prepared
using the accrual basis of accounting.
BASIS OF PRESENTATION
Effective December 1, 1994, the Plan year was changed from a fiscal year
ended November 30 to a December 31 year end, thereby resulting in the one
month period ended December 31, 1994.
During the one month period ended December 31, 1994, two plans of the
Corporation's subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ---- --------------
<S> <C> <C>
Mid-South Bancorp, Inc. December 19, 1994 $ 293,306
401(k) Plan
Bank of Goodlettsville December 20, 1994 321,613
401(k) Retirement Plan ----------
$ 614,919
==========
</TABLE>
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for
investments in common trust funds represent the estimated fair value as
determined in good faith by the trustees of the funds. Many factors are
considered in arriving at fair value; however, the realization value is the
primary factor. The Plan recognizes realized gains and losses using the
revalued cost method whereby realized gains and losses are calculated on
sales proceeds less current value at the beginning of the year or
acquisition cost if acquired during the year. Unrealized gains and losses
are calculated as current value of the investment held at the end of the
year less the current value at the beginning of the year or acquisition
cost if acquired during the year. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis.
7
<PAGE> 10
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public Accountants
Audit and Accounting Guide, "Audits of Employee Benefit Plans" dated May 1,
1994, benefit payments payable to terminated participants totaling $951,979
and $1,022,160 at December 31, 1994 and November 30, 1994, respectively,
have not been included in the statement of net assets available for
benefits.
The following summarizes the fund information for the distributions payable
at December 31, 1994.
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1994
---------------- ----
<S> <C>
Money Market $ 32,800
Fixed Income 53,369
Balanced 832,911
Equity Investment 22,078
Common Stock 10,821
---------------
$ 951,979
===============
</TABLE>
2. PLAN DESCRIPTION
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1, 1986 to maintain
compliance with certain legislative requirements which had been revised.
Effective January 1, 1989, the Union Planters Corporation Thrift and
Savings Plan was converted into the Union Planters Corporation 401(k)
Retirement Savings Plan. In July of 1994, the Plan was amended to permit
each participant in the Plan to elect among five investment fund options,
including shares of Union Planters Corporation Common Stock having a par
value of $5.00 per share, commencing December 1, 1994. Before this
amendment, the participants were permitted no such investment choices under
the Plan. Accordingly, on December 1, 1994, certain investments held by
the Plan were transferred at fair value to certain common trust funds
managed by Union Planters National Bank in exchange for equivalent value
interests in the common trust funds.
8
<PAGE> 11
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by a 401(k) Retirement Savings Plan Administrative Committee
(the "Committee") composed of certain Corporation affiliated members
appointed by the Corporation's Board of Directors (the "Board"). In 1986,
the Board appointed Union Planters National Bank as Trustee of the Plan.
The Trustee receives all contributions and pays benefits in accordance with
instructions given by the Committee. The Plan sponsor is the Corporation.
The Plan is available to all employees of the Corporation and its
participating subsidiaries who complete one year of service and work 1,000
or more hours per year. Participation may be elected by the employee the
first day of any month following the satisfaction of the eligibility
requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary up to
$150,000 or Base Pay if Base Pay is greater than $150,000. The maximum
contribution allowable by law was $9,240 and $8,994 for the one month
period ended December 31, 1994 and the twelve month period ended November
30, 1994, respectively, and is increased each year based on the cost of
living index. This contribution is made through pretax payroll deductions
and is matched by the Corporation up to 6% of compensation based on a
percentage determined by the employee's length of service as follows: 50%
for employees with up to 10 years of participating service, 75% for
employees with 10 to 25 years of participating service and 100% for
employees with 25 or more years of participating service. The matching
percentage for employees who have participated in the Plan since its
inception is determined based on their years of total service rather than
their participating service.
Once the Member Basic Contribution has been elected, the employee may elect
several additional contribution options (none of which are matched by the
Corporation) as follows:
Flex dollar contribution - an employee may elect to have all or a portion
of Corporation provided flexible benefit dollars invested in their Plan
account.
Rollover contribution - an employee receiving a lump sum distribution from
a qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution
in prior periods is not required to make a rollover contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made during the one month
period ended December 31, 1994 or the twelve month period ended November
30, 1994.
9
<PAGE> 12
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
VESTING
Plan participants are 100% vested in their contributions and the flex
dollar contributions made on their behalf, including earnings through the
most recent Plan year end. Earnings become vested interests in the Plan
quarterly. Any non-vested earnings accruing during the year in which an
employee terminates are forfeited by the employee. Additionally, vesting
in Corporation contributions and related earnings commences after 5 years
of participating service with 100% vesting. Total vesting also occurs upon
total disability, death, retirement or other events as defined by the Plan.
As of each Plan year end, any amounts which have been forfeited during the
Plan year are first made available to reinstate previously forfeited
balances of former participants. Remaining forfeitures, if any, are
allocated at the sole discretion of the Corporation. Upon retirement,
total disability or death, participants or their beneficiaries become
eligible for distribution within 60 days following the Plan year end. Upon
termination, participants become eligible for distributions within 60 days
following the end of the month of such termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for
purposes of purchasing a primary residence or for post-secondary education
of an immediate family member.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the right
under the terms of the Plan to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. In such event, Plan
participants would become 100% vested in all contributions and earnings.
All necessary expenses of the Plan may be paid by the Plan. However, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following five investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities. Typically,
these investments are U.S. Treasury Bills and short-term U.S. Treasury
notes maturing in six months or less.
10
<PAGE> 13
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
Fixed Income Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Fixed Income Fund of Union Planters National
Bank and the Westport Bank & Trust Company Managed Guaranteed Investment
Contract Fund. These funds invest in a wide range of high quality,
intermediate term bonds and investment contracts. Issuers include the U.S.
Government, U.S. Government agencies and well-known corporations, banks and
insurance companies.
Balanced Option - Participant directed funds are primarily invested in the
Employee Benefit Trust's Equity Fund of Union Planters National Bank and
the Employee Benefit Trust's Fixed Income Fund of Union Planters National
Bank which provide a balanced portfolio of bonds and stocks. This option
has a long-term goal of investing 60% in fixed income securities and 40% in
equity securities.
Equity Investment Option - Participant directed funds are invested in the
Employee Benefit Trust's Equity Fund of Union Planters National Bank which
invests in a broad mix of growth and income-oriented stocks and mutual
funds, including securities from international and global markets.
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
If a participant does not make a timely investment election with respect to
their entire account balance, their account balance (or undirected portion
thereof) will automatically be invested in the Balanced Option.
3. FUND INFORMATION
The following summarizes the fund information for the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits.
11
<PAGE> 14
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------
PARTICIPANT MONEY FIXED EQUITY COMMON
LOANS MARKET INCOME BALANCED INVESTMENT STOCK OTHER TOTAL
----- ------ ------ -------- ---------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short term investments $ 99 $3,838,002 $ 274,594 $ $ 362,221 $ 609,945 $ $ 5,084,861
Common stock 2,740,449 2,740,449
Equity common trust funds 10,457,789 7,340,697 17,798,486
Fixed income common trust
funds 4,040,742 15,323,391 19,364,133
Notes receivable from
participants 189,948 189,948
---------- ---------- ---------- ------------ ----------- ----------- ----------- ------------
Total investments 190,047 3,838,002 4,315,336 25,781,180 7,702,918 3,350,394 45,177,877
Cash
Due from brokers 545 17,135 496 1,149,479 1,211 100 256 1,169,222
Accrued interest and
dividends receivable 1,356 86 113 606 1,170 3,331
Contributions receivable 281,956 281,956
---------- ---------- ---------- ------------ ----------- ----------- ----------- ------------
Total assets 191,948 3,855,137 4,315,918 26,930,659 7,704,242 3,351,100 283,382 46,632,386
LIABILITIES
Due to Union Planters
National Bank 13,780 269,999 900,000 360,000 1,543,779
---------- ---------- ---------- ------------ ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $ 178,168 $3,855,137 $4,045,919 $ 26,030,659 $ 7,344,242 $ 3,351,100 $ 283,382 $ 45,088,607
========== ========== ========== ============ =========== =========== =========== ============
</TABLE>
12
<PAGE> 15
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
PARTICIPANT MONEY FIXED EQUITY COMMON
LOANS MARKET INCOME BALANCED INVESTMENT STOCK OTHER TOTAL
----- ------ ------ -------- ---------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 1,511 $ 25,104 $ 86 $ $ 113 $ 605 $ 1,326 $ 28,745
Net realized gain (loss) on
sale of investments 5,653 5,653
Net change in unrealized
appreciation (depreciation)
in the fair value of
investments 11,004 169,096 79,904 32,813 292,817
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
Net investment income 1,511 25,104 11,090 174,749 80,017 33,418 1,326 327,215
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 15,048 15,171 96,392 27,539 12,593 146,864 313,607
Employer contributions 9,099 9,173 58,280 16,651 7,613 135,092 235,908
Rollovers of assets 1,877 1,877
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
Total contributions and
rollovers 24,147 24,344 154,672 46,067 20,206 281,956 551,392
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
Total additions 1,511 49,251 35,434 329,421 126,084 53,624 283,282 878,607
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
DISTRIBUTIONS
Payments to participants (7,422) (1,910) (50,522) (5,915) (4,413) (70,182)
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
Net increase 1,511 41,829 33,524 278,899 120,169 49,211 283,282 808,425
Mergers of other plans 55,225 138,408 223,805 123,436 74,045 614,919
Net assets available for
benefits:
Beginning of period 176,657 3,758,083 3,873,987 25,527,955 7,100,637 3,227,844 100 43,665,263
----------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
End of period $ 178,168 $3,855,137 $4,045,919 $26,030,659 $7,344,242 $3,351,100 $ 283,382 $45,088,607
=========== ========== ========== =========== ========== ========== ========== ===========
</TABLE>
13
<PAGE> 16
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of
net assets available for benefits at December 31, 1994:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---- ----------
<S> <C> <C> <C>
SHORT TERM INVESTMENTS
Federated Treasury Obligations Fund 3,838,003 $ 3,838,003 $ 3,838,003
COMMON STOCK
Union Planters Corporation Common
Stock 131,279 2,707,637 2,740,449
COMMON TRUST FUNDS
Employee Benefit Trust's Equity Fund of
Union Planters National Bank 235,510 17,639,712 17,798,486
Employee Benefit Trust's Fixed Income
Fund of Union Planters National Bank 166,656 12,006,962 12,065,781
Westport Bank & Trust Company
Managed Guaranteed Investment
Contract Fund 372,886 5,210,112 7,298,352
</TABLE>
5. REALIZED GAIN (LOSS) ON SALE OF INVESTMENTS
The net realized gain (loss) on sale of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE ONE FOR THE TWELVE
MONTH PERIOD MONTH PERIOD
ENDED ENDED
DECEMBER 31, NOVEMBER 30,
1994 1994
---- ----
<S> <C> <C>
U.S. Treasury securities $ $ (260,317)
U.S. Government agency securities (103,905)
Corporate notes (99,356)
Mutual funds (32,939)
Common trust funds 5,653 62,088
------------- --------------
Net realized gain (loss) on sale of investments $ 5,653 $ (434,429)
============= ==============
</TABLE>
14
<PAGE> 17
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
6. UNREALIZED APPRECIATION (DEPRECIATION)
The net change in unrealized appreciation (depreciation) in the fair value
of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE ONE FOR THE TWELVE
MONTH PERIOD MONTH PERIOD
ENDED ENDED
DECEMBER 31, NOVEMBER 30,
1994 1994
---- ----
<S> <C> <C>
Common stock $ 32,812 $
U.S. Treasury securities (1,837) (90,156)
U.S. Government agency securities 283 (108,433)
Municipal obligations (7,400)
Corporate notes (6,761) (320,931)
Mutual funds 16,347 (1,524,697)
Common trust funds 251,973 437,631
--------------- --------------
Net change in unrealized appreciation
(depreciation) in the fair value of investments $ 292,817 $ (1,613,986)
=============== ==============
</TABLE>
7. ROLLOVERS OF ASSETS
During the one month period ended December 31, 1994 and the twelve month
period ended November 30, 1994, the Plan received rollovers of account
balances from various participants in retirement and benefit plans of
various subsidiaries of the Corporation along with individual rollovers
totaling $1,877 and $1,105,992, respectively.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by Union
Planters National Bank and common trust funds of Union Planters National
Bank. Union Planters National Bank is the trustee as defined by the Plan;
therefore, these transactions qualify as party-in-interest transactions.
As previously noted, all necessary expenses of the Plan have been
customarily paid by the Corporation.
9. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated April 5, 1986 indicating that the Plan is qualified
under Internal Revenue Code Section 401(a) and, therefore, not subject to
tax under Section 501(a). A determination letter has been requested
regarding the amendments to the Plan relative to qualification under
Section 401(k) and the Tax Reform Act of 1986. The Corporation believes
the amendments to the Plan qualify under the Internal Revenue Code of 1986.
15
<PAGE> 18
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
10. SUBSEQUENT EVENTS
Subsequent to December 31, 1994, several additional plans of the
Corporation's subsidiaries were merged with the Plan by transferring
approximately $18,620,000 of net assets.
16
<PAGE> 19
UNION PLANTERS CORPORATION SCHEDULE I
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
AIM Institutional Prime Fund 1,246,759 $ 1,246,759 $ 1,246,759
Federated Treasury Obligations Fund 3,838,003 3,838,003 3,838,003
* Union Planters National Bank
Hi-Yield Masternote 99 99 99
----------- --------------- ---------------
Total short-term investments 5,084,861 5,084,861 5,084,861
----------- --------------- ---------------
COMMON STOCK
Union Planters Corporation Common Stock 131,279 2,707,637 2,740,449
----------- --------------- ---------------
EQUITY COMMON TRUST FUNDS
* Employee Benefit Trust's Equity Fund
of Union Planters National Bank 235,510 17,639,712 17,798,486
----------- --------------- ---------------
FIXED INCOME COMMON TRUST FUNDS
* Employee Benefit Trust's Fixed Income Fund
of Union Planters National Bank 166,656 12,006,962 12,065,781
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund (Trust Employer Identification
Number 62-0859006) 372,886 5,210,112 7,298,352
----------- --------------- ---------------
Total fixed income common trust funds 539,542 17,217,074 19,364,133
----------- --------------- ---------------
Total common trust funds 775,052 34,856,786 37,162,619
----------- --------------- ---------------
NOTES RECEIVABLE FROM PARTICIPANTS
Notes receivable from participants, secured by
vested interests in plan assets, interest at
8.5% to 10.5% (Union Planters National Bank
floating consumer prime rate), with maturities
of one to five years 189,948 189,948 189,948
----------- --------------- ---------------
Total investments 6,181,140 $ 42,839,232 $ 45,177,877
=========== =============== ===============
</TABLE>
* Represents an investment with a party-in-interest. See Note 8.
17
<PAGE> 20
UNION PLANTERS CORPORATION SCHEDULE II
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE ONE MONTH PERIOD ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION PURCHASE/
NAME OF INVESTMENT OF TRANSACTIONS SALES PRICE(2) MARKET VALUE
------------------ --------------- ----------- ------------
<S> <C> <C> <C>
AIM Institutional Prime Fund Various deposits $ 7,021,151 $ 7,021,151
Various withdrawals 9,402,252 9,402,252
Federated Treasury Obligation Various deposits 3,838,003 3,838,003
Fund
Union Planters Corporation Purchased 131,279 2,707,637 2,707,637
Common Stock shares at 20.625 on
12/2/94
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions as
defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no net gains or losses on the transactions nor any expenses
incidental to these transactions.
18
<PAGE> 21
EXHIBIT B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the previously filed
Registration Statement on Form S-8 (No. 33-55257) of Union Planters Corporation
of our report dated June 9, 1995 appearing on page 4 of Exhibit A of this
Annual Report on Form 11-K of the Union Planters Corporation 401(k) Retirement
Savings Plan for the one month ended December 31, 1994.
/s/Price Waterhouse LLP
Memphis, Tennessee
June 16, 1995
