<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 13, 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
(b) Pro Forma Financial Information
Certain information required for the preparation of the pro forma
financial information required by this item is not yet available. It
is, accordingly, impracticable to provide said pro forma financial
information at the time this report on Form 8-K is filed. It is
expected that the pro forma financial information will be available
and filed prior to January 31, 1995.
(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 13, 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)
<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
