<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
August 22, 1995 (August 22, 1995)
------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
- ------------------------ ------------- -------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
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 5. OTHER EVENTS
Item 7 (b) below presents Union Planters Corporation's (the Corporation)
unaudited pro forma financial statements reflecting certain pending and
probable acquisitions as of and for the six months ended June 30, 1995, and for
the three years ended December 31, 1994.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(b) Pro Forma Financial Information
Index to Unaudited Pro Forma Financial Information
<TABLE>
<CAPTION>
Page
------
<S> <C>
(1) Introduction 1
(2) Unaudited Pro Forma Consolidated Balance Sheet
as of June 30, 1995 2
(3) Unaudited Pro Forma Consolidated Statement of Earnings
for the Six Months Ended June 30, 1995 3
(4) Unaudited Pro Forma Consolidated Statement of Earnings
for the Years Ended December 31, 1994, 1993, and 1992 4 - 6
(5) Notes to Unaudited Pro Forma Consolidated Financial Statements 7
(c) Exhibits
3 -- Restated Charter of Incorporation, as amended April 27, 1995,
of Union Planters Corporation (filed herewith)
</TABLE>
-2-
<PAGE> 3
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 thereunto duly authorized.
Union Planters Corporation
------------------------------------
Registrant
Date: August 22, 1995 /s/ M. Kirk Walters
-------------------- ------------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
-3-
<PAGE> 4
UNION PLANTERS CORPORATION
Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 5
UNION PLANTERS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
The following unaudited pro forma consolidated financial statements
present a balance sheet as of June 30, 1995, and statements of earnings for the
six-month period ended June 30, 1995, and for each of the three years ended
December 31, 1994. The pro forma balance sheet includes on a pro forma basis
the acquisition of First State Bancorporation, Inc. (FSB) (acquisition
consummated July 1, 1995), as well as other pending acquisitions, the
consummations of which are considered by management to be probable. The
statements of earnings for the six-month period ended June 30, 1995 and for the
year ended December 31, 1994, present the pro forma impact of certain
acquisitions completed in 1995 (see Note 1) and the pending acquisitions
considered probable of consummation assuming that all of the acquisitions had
been completed at January 1, 1994. Pro forma statements of earnings are also
presented for the two years ended December 31, 1993, to reflect only the
pending acquisition of Capital Bancorporation, Inc. (Capital) which is expected
to be accounted for as a pooling of interests. Consummation of the Capital
acquisition is considered probable. Capital would be deemed a significant
subsidiary. With the exception of the Capital acquisition, the pro forma
impacts of the other completed and probable acquisitions are not presented
individually because these entities are not considered to be significant to the
Corporation's consolidated financial condition or results of operations. The
pro forma financial statements should be read in conjunction with the
Corporation's 1994 Annual Report on Form 10-K and its Quarterly Reports on Form
10-Q dated March 31, 1995 and June 30, 1995. Additionally, the Corporation's
Current Reports on Form 8-K dated June 20, 1995 and August 21, 1995 include the
definitive Agreement and Plan of Reorganization dated as of June 20, 1995
pursuant to which the Capital acquisition would be effected, Capital's audited
consolidated financial statements as of December 31, 1994 and 1993 and for the
three years ended December 31, 1994, and Capital's unaudited consolidated
financial statements for the three and six-month periods ended June 30, 1995
and 1994.
-1-
<PAGE> 6
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
UNION OTHER
CAPITAL PLANTERS PROBABLE
UNION PRO FORMA AND PENDING PRO FORMA
PLANTERS CAPITAL ADJUSTMENTS CAPITAL ACQUISITIONS TOTAL
---------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 434,175 $ 27,905 $ 0 $ 462,080 $ 17,441 $ 479,521
Interest-bearing deposits at financial
institutions 35,020 4,111 0 39,131 359 39,490
Federal funds sold and securities
purchased under agreements to resell 56,351 73,725 0 130,076 28,575 158,651
Trading account securities 210,775 0 0 210,775 0 210,775
Loans held for resale 54,136 5,248 0 59,384 0 59,384
Investment securities
Available for sale, at fair value 1,501,600 17,774 0 1,519,374 26,626 1,546,000
Held to maturity, at amortized cost 1,005,348 97,644 0 1,102,992 77,829 1,180,821
Loans 6,115,497 851,410 0 6,966,907 259,664 7,226,571
Less: Unearned income (30,410) (1,898) 0 (32,308) (1,618) (33,926)
Allowance for losses on loans (118,675) (13,702) 0 (132,377) (3,005) (135,382)
---------- ---------- -------- ----------- -------- -----------
Net loans 5,966,412 835,810 0 6,802,222 255,041 7,057,263
Premises and equipment 199,170 27,713 0 226,883 14,933 241,816
Accrued interest receivable 83,191 7,981 0 91,172 4,057 95,229
Goodwill and other intangibles 46,940 11,157 0 58,097 15,832 73,929
Other assets 152,321 6,265 0 158,586 3,822 162,408
---------- ---------- -------- ----------- -------- -----------
Total assets $9,745,439 $1,115,333 $ 0 $10,860,772 $444,515 $11,305,287
========== ========== ======== =========== ======== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $1,244,678 $ 100,841 $ 0 $ 1,345,519 $ 74,854 $ 1,420,373
Certificates of deposit of $100,000
and over 585,569 113,176 0 698,745 56,243 754,988
Other interest-bearing 6,433,016 761,052 0 7,194,068 255,859 7,449,927
---------- ---------- -------- ----------- -------- -----------
Total deposits 8,263,263 975,069 0 9,238,332 386,956 9,625,288
Short-term borrowings 140,434 27,106 0 167,540 5,672 173,212
FHLB advances 291,630 6,984 0 298,614 0 298,614
Long-term debt 121,793 20,407 0 142,200 13,000 155,200
Accrued interest, expenses, and taxes 76,672 6,180 0 82,852 2,678 85,530
Other liabilities 40,127 1,272 0 41,399 4,606 46,005
---------- ---------- -------- ----------- -------- -----------
Total liabilities 8,933,919 1,037,018 0 9,970,937 412,912 10,383,849
---------- ---------- -------- ----------- -------- -----------
Shareholders' equity
Preferred stock
Convertible 87,298 0 0 87,298 17,288 104,586
Nonconvertible 0 13,800 0 13,800 0 13,800
Common stock 202,766 307 20,663 223,736 1,706 225,442
Additional paid-in capital 74,960 36,053 (20,663) 90,350 8,880 99,230
Net unrealized gain (loss) on available
for sale securities 926 (118) 0 808 (146) 662
Retained earnings 445,570 28,273 0 473,843 3,875 477,718
---------- ---------- -------- ----------- -------- -----------
Total shareholders' equity 811,520 78,315 0 889,835 31,603 921,438
---------- ---------- -------- ----------- -------- -----------
Total liabilities and
shareholders' equity $9,745,439 $1,115,333 $ 0 $10,860,772 $444,515 $11,305,287
========== ========== ======== =========== ======== ===========
<CAPTION>
RETIREMENT
OF DEBT
AND
PREFERRED
STOCK PRO FORMA
OF CAPITAL CONSOLIDATED
---------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 0 $ 479,521
Interest-bearing deposits at financial
institutions 0 39,490
Federal funds sold and securities
purchased under agreements to resell (34,000) 124,651
Trading account securities 0 210,775
Loans held for resale 0 59,384
Investment securities
Available for sale, at fair value 0 1,546,000
Held to maturity, at amortized cost 0 1,180,821
Loans 0 7,226,571
Less: Unearned income 0 (33,926)
Allowance for losses on loans 0 (135,382)
--------- -----------
Net loans 0 7,057,263
Premises and equipment 0 241,816
Accrued interest receivable 0 95,229
Goodwill and other intangibles 0 73,929
Other assets 0 162,408
--------- -----------
Total assets $ (34,000) $11,271,287
========= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 0 $ 1,420,373
Certificates of deposit of $100,000
and over 0 754,988
Other interest-bearing 0 7,449,927
--------- -----------
Total deposits 0 9,625,288
Short-term borrowings 0 173,212
FHLB advances 0 298,614
Long-term debt (20,407) 134,793
Accrued interest, expenses, and taxes 0 85,530
Other liabilities 0 46,005
--------- -----------
Total liabilities (20,407) 10,363,442
--------- -----------
Shareholders' equity
Preferred stock
Convertible 0 104,586
Nonconvertible (13,800) 0
Common stock 60 225,502
Additional paid-in capital 147 99,377
Net unrealized gain (loss) on available
for sale securities 0 662
Retained earnings 0 477,718
--------- -----------
Total shareholders' equity (13,593) 907,845
--------- -----------
Total liabilities and
shareholders' equity $ (34,000) $11,271,287
========= ===========
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-2-
<PAGE> 7
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
OTHER
CONSUMMATED
UNION AND
PLANTERS PROBABLE
UNION AND PENDING PRO FORMA
PLANTERS CAPITAL CAPITAL ACQUISITIONS TOTAL
-------- ------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $270,725 $34,397 $305,122 $14,594 $319,716
Interest on investment securities
Taxable 68,017 2,944 70,961 3,401 74,362
Tax-exempt 15,700 256 15,956 202 16,158
Interest on deposits at financial institutions 902 5 907 15 922
Interest on federal funds sold and securities
purchased under agreements to resell 2,258 1,096 3,354 628 3,982
Interest on trading account securities 6,005 0 6,005 0 6,005
Interest on loans held for resale 1,239 118 1,357 0 1,357
-------- ------- -------- ------- --------
Total interest income 364,846 38,816 403,662 18,840 422,502
-------- ------- -------- ------- --------
Interest expense
Interest on deposits 145,520 18,245 163,765 7,706 171,471
Interest on short-term borrowings 7,146 713 7,859 62 7,921
Interest on FHLB advances and long-term debt 13,091 561 13,652 849 14,501
-------- ------- -------- ------- --------
Total interest expense 165,757 19,519 185,276 8,617 193,893
-------- ------- -------- ------- --------
Net interest income 199,089 19,297 218,386 10,223 228,609
Provision for losses on loans 3,686 852 4,538 1,344 5,882
-------- ------- -------- ------- --------
Net interest income after provision
for losses on loans 195,403 18,445 213,848 8,879 222,727
-------- ------- -------- ------- --------
Noninterest income
Service charges on deposit accounts 33,888 1,783 35,671 1,329 37,000
Investment securities losses (3) 0 (3) 0 (3)
Other income 37,885 2,431 40,316 1,183 41,499
-------- ------- -------- ------- --------
Total noninterest income 71,770 4,214 75,984 2,512 78,496
-------- ------- -------- ------- --------
Noninterest expense
Salaries and employee benefits 78,383 7,517 85,900 4,794 90,694
Net occupancy expense 12,443 1,224 13,667 1,600 15,267
Equipment expense 14,276 1,171 15,447 0 15,447
Other expense 63,993 4,846 68,839 4,231 73,070
-------- ------- -------- ------- --------
Total noninterest expense 169,095 14,758 183,853 10,625 194,478
-------- ------- -------- ------- --------
Earnings (loss) before income taxes 98,078 7,901 105,979 766 106,745
Applicable income taxes (benefit) 31,197 2,964 34,161 813 34,974
-------- ------- -------- ------- --------
Net earnings (loss) $ 66,881 $ 4,937 $ 71,818 $ (47) $ 71,771
======== ======= ======== ======= ========
Earnings per common share
Primary $ 1.56 $ 1.53
Fully diluted 1.49 1.46
Weighted average shares outstanding
(in thousands)
Primary 40,514 44,300
Fully diluted 45,005 48,791
<CAPTION>
RETIREMENT
OF DEBT
AND
PREFERRED
STOCK PRO FORMA
OF CAPITAL CONSOLIDATED
---------- ------------
<S> <C> <C>
Interest income
Interest and fees on loans $ 0 $319,716
Interest on investment securities 0
Taxable 0 74,362
Tax-exempt 0 16,158
Interest on deposits at financial institutions 0 922
Interest on federal funds sold and securities 0
purchased under agreements to resell (1,017) 2,965
Interest on trading account securities 0 6,005
Interest on loans held for resale 0 1,357
-------- --------
Total interest income (1,017) 421,485
-------- --------
Interest expense 0
Interest on deposits 0 171,471
Interest on short-term borrowings 0 7,921
Interest on FHLB advances and long-term debt (561) 13,940
-------- --------
Total interest expense (561) 193,332
-------- --------
Net interest income (456) 228,153
Provision for losses on loans 0 5,882
-------- --------
Net interest income after provision 0
for losses on loans (456) 222,271
-------- --------
Noninterest income 0
Service charges on deposit accounts 0 37,000
Investment securities losses 0 (3)
Other income 0 41,499
-------- --------
Total noninterest income 0 78,496
-------- --------
Noninterest expense 0
Salaries and employee benefits 0 90,694
Net occupancy expense 0 15,267
Equipment expense 0 15,447
Other expense 0 73,070
-------- --------
Total noninterest expense 0 194,478
-------- --------
Earnings (loss) before income taxes (456) 106,289
Applicable income taxes (benefit) (178) 34,796
--------- --------
Net earnings (loss) $ (278) $ 71,493
======== ========
Earnings per common share
Primary $ 1.50
Fully diluted 1.42
Weighted average shares outstanding
(in thousands)
Primary 44,641
Fully diluted 49,997
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-3-
<PAGE> 8
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
OTHER RETIREMENT
CONSUMMATED OF DEBT
UNION AND AND
PLANTERS PROBABLE PREFERRED
UNION AND PENDING PRO FORMA STOCK
PLANTERS CAPITAL CAPITAL ACQUISITIONS TOTAL OF CAPITAL
--------- -------- -------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $460,617 $56,415 $517,032 $26,204 $543,236 $ 0
Interest on investment securities
Taxable 156,429 5,583 162,012 6,005 168,017 0
Tax-exempt 32,406 593 32,999 376 33,375 0
Interest on deposits at financial institutions 718 16 734 105 839 0
Interest on federal funds sold and securities
purchased under agreements to resell 3,637 835 4,472 664 5,136 (1,411)
Interest on trading account securities 9,143 0 9,143 0 9,143 0
Interest on loans held for resale 1,107 466 1,573 0 1,573 0
-------- ------- -------- ------- -------- -------
Total interest income 664,057 63,908 727,965 33,354 761,319 (1,411)
-------- ------- -------- ------- -------- -------
Interest expense
Interest on deposits 235,815 26,757 262,572 11,942 274,514 0
Interest on short-term borrowings 20,082 1,218 21,300 86 21,386 0
Interest on FHLB advances and long-term debt 19,882 1,097 20,979 1,647 22,626 (1,097)
-------- ------- -------- ------- -------- -------
Total interest expense 275,779 29,072 304,851 13,675 318,526 (1,097)
-------- ------- -------- ------- -------- -------
Net interest income 388,278 34,836 423,114 19,679 442,793 (314)
Provision for losses on loans 3,636 1,258 4,894 1,394 6,288 0
-------- ------- -------- ------- -------- -------
Net interest income after provision
for losses on loans 384,642 33,578 418,220 18,285 436,505 (314)
-------- ------- -------- ------- -------- -------
Noninterest income
Service charges on deposit accounts 52,590 2,962 55,552 3,255 58,807 0
Investment securities gains (losses) (20,298) 0 (20,298) 1 (20,297) 0
Other income 61,270 4,281 65,551 2,877 68,428 0
-------- ------- -------- ------- -------- -------
Total noninterest income 93,562 7,243 100,805 6,133 106,938 0
-------- ------- -------- ------- -------- -------
Noninterest expense
Salaries and employee benefits 160,862 14,356 175,218 9,250 184,468 0
Net occupancy expense 25,750 2,291 28,041 3,611 31,652 0
Equipment expense 26,451 2,247 28,698 540 29,238 0
Other expense 185,772 9,968 195,740 8,233 203,973 0
-------- ------- -------- ------- -------- -------
Total noninterest expense 398,835 28,862 427,697 21,634 449,331 0
-------- ------- -------- ------- -------- -------
Earnings (loss) before income taxes 79,369 11,959 91,328 2,784 94,112 (314)
Applicable income taxes (benefit) 20,761 4,706 25,467 1,764 27,231 (122)
-------- ------- -------- ------- -------- -------
Net earnings (loss) $ 58,608 $ 7,253 $ 65,861 $ 1,020 $ 66,881 $ (192)
======== ======= ======== ======= ======== =======
Earnings per common share
Primary $ 1.25 $ 1.28
Fully diluted 1.25 1.28
Weighted average shares outstanding
(in thousands)
Primary 40,055 43,741
Fully diluted 40,397 44,083
<CAPTION>
PRO FORMA
CONSOLIDATED
------------
<S> <C>
Interest income
Interest and fees on loans $543,236
Interest on investment securities
Taxable 168,017
Tax-exempt 33,375
Interest on deposits at financial institutions 839
Interest on federal funds sold and securities
purchased under agreements to resell 3,725
Interest on trading account securities 9,143
Interest on loans held for resale 1,573
--------
Total interest income 759,908
--------
Interest expense
Interest on deposits 274,514
Interest on short-term borrowings 21,386
Interest on FHLB advances and long-term debt 21,529
--------
Total interest expense 317,429
--------
Net interest income 442,479
Provision for losses on loans 6,288
--------
Net interest income after provision
for losses on loans 436,191
--------
Noninterest income
Service charges on deposit accounts 58,807
Investment securities gains (losses) (20,297)
Other income 68,428
--------
Total noninterest income 106,938
--------
Noninterest expense
Salaries and employee benefits 184,468
Net occupancy expense 31,652
Equipment expense 29,238
Other expense 203,973
--------
Total noninterest expense 449,331
--------
Earnings (loss) before income taxes 93,798
Applicable income taxes (benefit) 27,109
--------
Net earnings (loss) $ 66,689
========
Earnings per common share
Primary $ 1.29
Fully diluted 1.29
Weighted average shares outstanding
(in thousands)
Primary 44,082
Fully diluted 44,424
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-4-
<PAGE> 9
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
UNION PRO FORMA
PLANTERS CAPITAL TOTAL
-------- ------- ---------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $375,567 $50,400 $425,967
Interest on investment securities
Taxable 151,538 5,865 157,403
Tax-exempt 29,825 682 30,507
Interest on deposits at financial institutions 1,742 120 1,862
Interest on federal funds sold and securities
purchased under agreements to resell 5,092 1,083 6,175
Interest on trading account securities 6,194 0 6,194
Interest on loans held for resale 7,432 6 7,438
-------- ------- --------
Total interest income 577,390 58,156 635,546
-------- ------- --------
Interest expense
Interest on deposits 213,197 24,822 238,019
Interest on short-term borrowings 7,230 973 8,203
Interest on FHLB advances and long-term debt 13,253 1,038 14,291
-------- ------- --------
Total interest expense 233,680 26,833 260,513
-------- ------- --------
Net interest income 343,710 31,323 375,033
Provision for losses on loans 16,558 1,392 17,950
-------- ------- --------
Net interest income after provision
for losses on loans 327,152 29,931 357,083
-------- ------- --------
Noninterest income
Service charges on deposit accounts 46,532 2,958 49,490
Investment securities gains (losses) 4,495 11 4,506
Other income 68,898 4,668 73,566
-------- ------- --------
Total noninterest income 119,925 7,637 127,562
-------- ------- --------
Noninterest expense
Salaries and employee benefits 150,383 13,328 163,711
Net occupancy expense 23,356 2,037 25,393
Equipment expense 23,986 2,003 25,989
Other expense 121,956 9,401 131,357
-------- ------- --------
Total noninterest expense 319,681 26,769 346,450
-------- ------- --------
Earnings before income taxes, extraordinary
items, and accounting changes 127,396 10,799 138,195
Applicable income taxes 37,420 3,748 41,168
-------- ------- --------
Earnings before extraordinary items
and accounting changes $ 89,976 $ 7,051 $ 97,027
======== ======= ========
Earnings per common share
Primary $ 2.31 $ 2.24
Fully diluted 2.23 2.18
Weighted average shares outstanding
(in thosands)
Primary 35,311 38,914
Fully diluted 39,541 43,144
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-5-
<PAGE> 10
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1992
(Dollars in thousands, except per share data)
<TABLE>
UNION PRO FORMA
PLANTERS CAPITAL TOTAL
-------- ------- ---------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $314,814 $44,134 $358,948
Interest on investment securities
Taxable 142,663 4,640 147,303
Tax-exempt 22,238 608 22,846
Interest on deposits at financial institutions 4,915 70 4,985
Interest on federal funds sold and securities
purchased under agreements to resell 5,250 979 6,229
Interest on trading account securities 6,648 0 6,648
Interest on loans held for resale 7,250 0 7,250
-------- ------- --------
Total interest income 503,778 50,431 554,209
-------- ------- --------
Interest expense
Interest on deposits 209,035 25,035 234,070
Interest on short-term borrowings 8,040 1,046 9,086
Interest on FHLB advances and long-term debt 5,555 287 5,842
-------- ------- --------
Total interest expense 222,630 26,368 248,998
-------- ------- --------
Net interest income 281,148 24,063 305,211
Provision for losses on loans 27,182 1,889 29,071
-------- ------- --------
Net interest income after provision
for losses on loans 253,966 22,174 276,140
-------- ------- --------
Noninterest income
Service charges on deposit accounts 35,590 2,160 37,750
Investment securities gains (losses) 14,019 0 14,019
Other income 63,000 2,756 65,756
-------- ------- --------
Total noninterest income 112,609 4,916 117,525
-------- ------- --------
Noninterest expense
Salaries and employee benefits 116,764 9,005 125,769
Net occupancy expense 19,401 1,392 20,793
Equipment expense 18,836 1,495 20,331
Other expense 124,463 6,309 130,772
-------- ------- --------
Total noninterest expense 279,464 18,201 297,665
-------- ------- --------
Earnings before income taxes 87,111 8,889 96,000
Applicable income taxes 23,861 3,187 27,048
-------- ------- --------
Net earnings $ 63,250 $ 5,702 $ 68,952
======== ======= ========
Earnings per common share
Primary $ 1.79 $ 1.75
Fully diluted 1.77 1.73
Weighted average shares outstanding
(in thousands)
Primary 31,910 35,463
Fully diluted 34,754 38,307
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-6-
<PAGE> 11
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CONSUMMATED ACQUISITIONS
The unaudited pro forma consolidated balance sheet and statements of
earnings reflect the consummated and all pending acquisitions, consummation of
which management deems probable, which are listed below. The unaudited pro
forma consolidated balance sheet gives effect to these transactions at June 30,
1995 as if they had been consummated on that date, and the unaudited pro forma
consolidated statements of earnings reflect the impact of the transactions as
if they had been consummated January 1, 1994, except for the acquisition of
Capital which is presented assuming the transaction had been consummated
January 1, 1992. In addition to the Corporation's completed acquisition of FSB,
Capital acquired Home Federal Savings and Loan Association (Home Federal) on
June 30, 1995. The pro forma impact of that acquisition assuming consummation
January 1, 1994 is presented in the statement of earnings.
The unaudited pro forma consolidated results shown are not necessarily
indicative of future operating results, nor can there be any assurance that the
pending transactions will be consummated.
UNION PLANTERS CORPORATION ACQUISITION ACCOUNTED FOR AS A PURCHASE AND
COMPLETED JULY 1, 1995
<TABLE>
<CAPTION>
PURCHASE RESULTING APPROXIMATE
INSTITUTION ACQUIRED CONSIDERATION PRICE INTANGIBLES TOTAL ASSETS
----------------------- ---------- --------------- --------- ------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
First State Bancorporation, Inc., 7/1/95 388,497 Shares of $13.5 $6.5 $110
Parent Company of First Exchange Series E
Bank in Tiptonville, Tennessee (FSB) Preferred Stock
</TABLE>
-7-
<PAGE> 12
UNION PLANTERS CORPORATION PROBABLE PENDING ACQUISITIONS AT AUGUST 21, 1995
<TABLE>
<CAPTION>
ANTICIPATED
METHOD OF APPROXIMATE
INSTITUTION CONSIDERATION ACCOUNTING TOTAL ASSETS
----------------------- --------------- ------------ --------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Planters Bank & Trust Co. in Common Stock Pooling of $ 60
Forrest City, Arkansas Approximately Interests
341,000 Shares
Eastern National Bank in Miami, Florida Approximately $4.5 million Purchase 266
in cash, 303,030 Shares of
Series E Preferred Stock
and $14.5 million in
promissory notes
Capital Bancorporation, Inc., Approximately 4,200,000 Pooling of 1,115
Cape Girardeau, Missouri, shares of Common Stock (1) Interests ------
Parent Company of Capital Bank of
Cape Girardeau County;
Capital Bank of Columbia;
Capital Bank of Southwest Missouri;
Capital Bank & Trust;
Capital Bank of Sikeston;
Capital Bank of Perryville, N.A.;
Maryland Avenue Bancorporation, Inc.;
Century State Bancshares, Inc; and
Capital Bank, a Federal Savings Bank
(Jonesboro, Arkansas) - (Capital)
Total $1,441
======
</TABLE>
(1) Estimated maximum number of shares to be issued in the acquisition
ACQUISITION BY CAPITAL BANCORPORATION, INC. ACCOUNTED FOR AS A PURCHASE AND
CONSUMMATED AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
RESULTING APPROXIMATE
INSTITUTION CONSIDERATION INTANGIBLES TOTAL ASSETS
----------------------- --------------- ------------- --------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Home Federal Savings and Loan Association $6.9 million $3.2 million $ 82
(Home Federal), a federally chartered in cash
stock savings association in
Jonesboro, Arkansas (name changed to
Capital Bank, a Federal Savings Bank,
at acquisition)
</TABLE>
NOTE 3. UNAUDITED PRO FORMA ADJUSTMENTS
The following summarizes the unaudited pro forma adjustments which are
necessary to reflect the transactions described previously. The adjustments
for probable acquisitions are based on currently available information and
could change significantly upon consummation. Not all purchase accounting
adjustments have been reflected because certain information is not available;
however, the amounts not reflected are not expected to be material.
-8-
<PAGE> 13
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS
CAPITAL
<TABLE>
<CAPTION>
JUNE 30, 1995
DEBIT (CREDIT)
----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
(1) COMMON STOCK
TO ELIMINATE COMMON STOCK $ 307
ISSUANCE OF COMMON STOCK (20,970)
--------
TOTAL $(20,663)
(2) ADDITIONAL PAID-IN CAPITAL
TO ELIMINATE SURPLUS 36,053
EXCESS OF TOTAL EQUITY OVER PAR/STATED VALUE OF STOCK ISSUED (15,390)
--------
TOTAL 20,663
--------
TOTAL $ 0
========
</TABLE>
-9-
<PAGE> 14
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS
RETIREMENT OF DEBT AND PREFERRED STOCK OF CAPITAL
<TABLE>
<CAPTION>
JUNE 30, 1995
DEBIT (CREDIT)
----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
(1) FEDERAL FUNDS SOLD
CASH PAID TO RETIRE LONG-TERM DEBT $(20,200)
CASH PAID TO RETIRE PREFERRED STOCK (13,800)
--------
TOTAL $(34,000)
(2) LONG-TERM DEBT
RETIREMENT OF LONG-TERM DEBT $ 20,200
CONVERT CONVERTIBLE DEBT TO COMMON STOCK 207
--------
TOTAL 20,407
(3) NONCONVERTIBLE PREFERRED STOCK
RETIREMENT OF PREFERRED STOCK 13,800
(4) COMMON STOCK
DEBT CONVERTED TO COMMON STOCK (1)
TO ELIMINATE COMMON STOCK 1
ISSUANCE OF COMMON STOCK (60)
--------
TOTAL (60)
(5) ADDITIONAL PAID-IN CAPITAL
EXCESS OVER PAR OF DEBT CONVERTED TO COMMON STOCK (206)
TO ELIMINATE SURPLUS 206
EXCESS OF TOTAL EQUITY OVER PAR/STATED VALUE OF STOCK ISSUED (147)
--------
(147)
--------
TOTAL $ 0
========
</TABLE>
-10-
<PAGE> 15
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS ADJUSTMENTS
RETIREMENT OF DEBT AND PREFERRED STOCK OF CAPITAL
<TABLE>
<CAPTION>
SIX TWELVE
MONTHS MONTHS
ENDED ENDED
06/30/95 12/31/94
-------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
(1) INTEREST INCOME - FEDERAL FUNDS SOLD
REDUCTION OF INTEREST INCOME DUE TO CASH PAID TO:
RETIRE LONG-TERM DEBT $ 604 $ 838
RETIRE NONCONVERTIBLE PREFERRED STOCK 413 573
------ -------
TOTAL 1,017 1,411
(2) INTEREST EXPENSE - LONG-TERM DEBT
REDUCTION OF INTEREST EXPENSE DUE TO RETIREMENT OF LONG-TERM DEBT (561) (1,097)
(3) APPLICABLE INCOME TAXES
TAX EFFECT OF ABOVE ADJUSTMENTS,
ASSSUMING A 39% TAX RATE (178) (122)
------ -------
TOTAL $ 278 $ 192
====== =======
</TABLE>
-11-
<PAGE> 16
NOTE 4. EARNINGS CONSIDERATIONS RELATED TO PENDING ACQUISITIONS
Incidental to the Corporation's pending acquisitions, certain charges will
be incurred. These charges relate to the companies being acquired and typically
include, but are not limited to, elimination of duplicate facilities or branch
closings, staff reductions, write-down of assets, the potential of additional
provisions for losses on loans, etc. Reviews and assessments of the entities
being acquired are ongoing as management evaluates items of the types
identified in due diligence reviews. At this time, quantifications of any
potential charges or the relative significance to the Corporation's results of
operations cannot be determined.
NOTE 5. UNAUDITED PRO FORMA CAPITAL RATIOS
The following table summarizes the Corporation's unaudited capital ratios
as of June 30, 1995 and the unaudited pro forma capital ratios assuming
consummation of all completed and probable acquisitions as of June 30, 1995.
<TABLE>
<CAPTION>
AS ADJUSTED FOR THE
ACTUAL ACQUISITIONS
-------- --------------------
<S> <C> <C>
Shareholders' Equity
to Assets 8.33% 8.05%
Leverage Ratio 7.96 7.53
Tier 1 Capital to
risk-weighted assets* 12.98 11.98
Total Capital to
risk-weighted assets* 15.49 14.30
</TABLE>
*Based on estimated risk-weighted assets of the acquisition consummated
subsequent to June 30, 1995 and all pending acquisitions.
-12-
<PAGE> 1
EXHIBIT 3
RESTATED CHARTER OF INCORPORATION
OF
UNION PLANTERS CORPORATION
<PAGE> 2
RESTATED CHARTER
OF
UNION PLANTERS CORPORATION
__________________________
FIRST: CORPORATE NAME:
The name of the Corporation is:
* * * UNION PLANTERS CORPORATION * * *
(hereinafter sometimes referred to as the "Corporation").
SECOND: DURATION:
The duration of the Corporation is perpetual.
THIRD: PRINCIPAL OFFICE:
The address of the principal office of the Corporation in the State of
Tennessee shall be 7130 Goodlett Farms Parkway, in the City of Cordova, County
of Shelby. The registered agent is George V. Kinney, Cashier, 7130 Goodlett
Farms Parkway, Cordova, Shelby County, Tennessee 38018.
FOURTH: TYPE OF CORPORATION:
The corporation is for profit.
FIFTH: CORPORATE PURPOSES:
Subject to any limitations which may be imposed upon its activities by
applicable law, the Corporation is formed to engage in any lawful act or
activity for which corporations may be organized under the Tennessee Business
Corporation Act. Specifically, but not by way of limitation, the Corporation
is formed for the following purposes:
(a) To acquire by purchase; by subscription; by exchange; in exchange
for its Common Stock, Preferred Stock, bonds, debentures or other obligations;
or to acquire in any other manner; or to organize de novo; and to take,
receive, hold, own, sell, assign, transfer, exchange, pledge, hypothecate,
dispose of or otherwise deal with any interest in any business whether or not
represented by shares of stock, shares, bonds, debentures, notes, participation
certificates, warrants, rights, options, and without limitation any securities
or instruments evidencing rights or options to receive, purchase or subscribe
for any interest in any business (wherever located or organized) or any
securities, whether issued by or created by any person, firm, association,
corporation, national banking association, state-chartered bank, trust company,
savings bank, business trust, syndicate, limited partnership, organization, or
by any other entity; and to possess and exercise in respect thereof any and all
of the rights, powers and privileges of owners or holders who are natural
persons including, without limitation, the exercise of any voting rights
pertaining thereto;
(b) To purchase or otherwise acquire any property, tangible or
intangible, whether real, personal or mixed and wherever located and to
receive, hold, manage, use, dispose of and otherwise exercise all rights,
powers and privileges of ownership thereof;
(c) To promote, finance, advise, counsel and assist in any way, any
person or any business entity in which the Corporation shall have any interest
of any kind;
(d) To do all things necessary or desirable to enhance the value of
or to protect or preserve the interest of the Corporation in any business
entity, securities or other property of any type which it may own or in which
it may have any interest of any kind; and
(e) To render assistance, counsel and advice to any person or entity
and to serve or represent the same in any capacity whatsoever, whether or not
the Corporation shall have any ownership interest in such person or entity.
SIXTH: CAPITAL STOCK:
The total number of shares of all classes of stock to which the
Corporation shall have authority to issue is hundred and ten million
(110,000,000) shares, which shall be divided into two classes as follows: ten
million (10,000,000) shares of Preferred Stock without par value (Preferred
Stock) and one hundred million (100,000,000) shares of Common Stock of the par
value of $5.00 per share (Common Stock). The designations, voting powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions of the above classes of stock and
other general provisions relating thereto shall be as follows:
PREFERRED STOCK
(a) Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board of
Directors may determine. All shares of any one series shall be of equal rank
and identical in all respects except the dates from which dividends accrue or
accumulate with respect thereto may vary.
(b) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, but not to exceed
one vote per share, or without voting powers and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issuance thereof
adopted by
Page 1 of Union Planters Corporation Charter
<PAGE> 3
the Board of Directors, and as are not stated and expressed in this Charter, or
any Amendment thereto, including, (but without limiting the generality of the
foregoing) the following:
(1) The distinctive designation and number of shares
comprising such series, which number may (except where otherwise provided by
the Board of Directors in creating such series) be increased or decreased (but
not below the number of shares then outstanding) from time to time by action of
the Board of Directors;
(2) The dividend rate or rates on the shares of such series
and the relation which such dividends shall bear to the dividends payable on
any other class or classes of capital stock; the terms and conditions upon
which and the periods in respect of which dividends shall be payable; whether
and upon what conditions such dividends shall be cumulative, non-cumulative or
partially cumulative and, if cumulative or partially cumulative, the date or
dates from which dividends shall accumulate;
(3) Whether the shares of such series shall be callable or
redeemable, the limitations and restrictions with respect to such call or
redemption, the time or times when, the price or prices at which, and the
manner in which such shares shall be callable or redeemable, including the
manner of selecting shares of such series for call or redemption if less than
all shares are to be called or redeemed;
(4) The amount payable upon shares of such series upon the
voluntary or involuntary liquidation, dissolution, distribution of assets or
winding up of the Corporation;
(5) Whether the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether and
upon what conditions such purchase, retirement sinking fund shall be
cumulative, partially cumulative or non-cumulative, the extent to which and the
manner in which such fund shall be applied to the purchase, call or redemption
of the shares or such series for retirement or to other corporate purposes and
the terms and provisions relative to the operation thereof;
(6) Whether the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of any other
series of any class or classes of capital stock of the Corporation, and, if so
convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange, and the method, if any, of adjusting the same, and any
other terms and conditions of such conversion or exchange, provided, however,
that no shares of any such series shall be convertible into shares of any other
class or series having prior or superior rights and preferences as to dividends
or distributions of assets upon liquidation, and provided further that shares
without par value shall not be convertible into shares with par value unless
that part of the stated capital of the Corporation represented by such shares
without par value is, at the time of conversion, at least equal to the
aggregate par value of the shares into which the shares without par value are
to be converted;
(7) The voting powers, full and/or limited, if any, of the
shares of such series; and whether and under what conditions the shares of such
series (alone or together with the shares of one or more other series having
similar provisions) shall be entitled to vote separately as a single class, for
the election of one or more additional directors of the Corporation in case of
dividend arrearage or other specified events, or upon other specified matters;
(8) Whether the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to restrictions
as to issuance, or as to the powers, preferences or rights of any such other
series; and
(9) Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions of such series, as the Board of Directors may deem
advisable and as shall be consistent with the provisions of the laws of the
State of Tennessee and of this Charter.
(c) No dividends shall be paid or declared or set apart on any
particular series of Preferred Stock in respect of any period unless
accumulated dividends shall be or shall have been paid, or declared and set
apart for payment, pro rata on all shares of Preferred Stock at the time
outstanding of each other series, so that the amount of dividends declared on
such particular series shall bear the same ratio to the amount declared on each
such other series as the dividend rate of such particular series shall bear to
the dividend rate of such other series.
(d) Unless and except to the extent otherwise required by law or
provided in the resolution or resolutions of the Board of Directors creating
any series of Preferred Stock pursuant to this ARTICLE SIXTH, the holders of
the Preferred Stock shall have no voting power with respect to any matter
whatsoever.
(e) Shares of Preferred Stock called, redeemed, converted, exchanged,
purchased, retired or surrendered to the Corporation, or which have been issued
and reacquired in any manner, shall, upon compliance with any applicable
provisions of the Tennessee Business Corporation Act, have the status of
authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part
or may be reclassified into and reissued as part of a new series or as a part
of any other series, all subject to the protective conditions or restrictions
of any outstanding series of Preferred Stock.
SERIES A PREFERRED STOCK
(f) Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of this ARTICLE SIXTH of the Charter, the Board
of Directors does hereby create, authorize and provide for the issuance of
Series A Preferred Stock out of the class of 10,000,000 shares of preferred
stock, no par value (the "Preferred Stock"), having the voting powers,
designation, relative, participating, optional and other special rights,
preferences, and qualifications, limitations and restrictions thereof that are
set forth as follows:
(1) Designation and Amount. The shares of such series shall
be designated as Series A Preferred Stock ("Series A Preferred Stock") and the
number of shares constituting such series shall be 250,000. Such number of
shares may be adjusted by appropriate action of the Board of Directors.
(2) Dividends and Distributions.
Page 2 of Union Planters Corporation Charter
<PAGE> 4
(a) Subject to the prior and superior rights of the
holders of any shares of any other series of Preferred Stock or any other
shares of preferred stock of the Corporation ranking prior and superior to the
shares of Series A Preferred Stock with respect to dividends, each holder of
one one-hundredth (1/100) of a share (a "Unit") of Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for that purpose, (i) dividends
payable in cash on the 1st day of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of such Unit of
Series A Preferred Stock, in an amount per Unit (rounded to the nearest cent)
equal to the greater of (x) $.01 or (y) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash dividends
declared on shares of the common stock of the Corporation, par value $5.00 per
share, (the "Common Stock") since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of a Unit of Series A Preferred Stock, and (ii)
subject to the provision for adjustment hereinafter set forth, quarterly
distributions (payable in kind) on each Quarterly Dividend Payment Date in an
amount per Unit equal to the aggregate per share amount of all non-cash
dividends or other distributions (other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding share of Common Stock, by
reclassification or otherwise) declared on shares of Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Preferred Stock. In the event that the Corporation shall at any time
after January 19, 1989 (the "Rights Declaration Date") (i) declare or pay any
dividend on outstanding shares of Common Stock payable in shares of Common
Stock, or (ii) subdivide outstanding shares of Common Stock or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, then in
each such case the amount to which the holder of a Unit of Series A Preferred
Stock was entitled immediately prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount of a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) The Corporation shall declare a dividend or
distribution on Units of Series A Preferred Stock as provided in paragraph (a)
above immediately after it declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however that, in the event no dividend or distribution shall have
been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend payment Date,
a dividend of $.01 per Unit on the Series A Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and shall be
cumulative on each outstanding Unit of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issuance of such
Unit of Series A Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the First Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on Units of Series A Preferred Stock in an amount
less than the aggregate amount of all such dividends at the time accrued and
payable on such Units shall be allocated pro rata on a unit-by-unit basis
amount all Units of Series A Preferred Stock at the time outstanding. The
Board of Directors may fix a record date for the determination of holders of
Units of Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.
(3) Voting Rights. The holders of Units of Series A
Preferred Stock shall have the following voting rights.
(a) Subject to the provision for adjustment
hereinafter set forth, each Unit of Series A Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on outstanding
shares of Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock or (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, then in each such case the number
of votes per Unit to which holders of Units of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
(b) Except as otherwise provided herein or by law,
the holders of Units of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.
(c) Except as set forth herein or required by
law, holders of Units of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of shares of Common Stock as set forth herein)
for the taking of any corporate action.
(4) Certain Restrictions.
(a) Whenever quarterly dividends or other
dividends or distributions payable on Units of Series A Preferred Stock as
provided in paragraph 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on outstanding
Units of Series A Preferred Stock shall have been paid (or set aside for
payment) in full, the Corporation shall not:
(i) declare or pay dividends on, make any
other distributions or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior to the Series A Preferred
Stock;
(ii) declare or pay dividends on or make
any other distributions on any shares of stock ranking on a parity as to
dividends with the Series A Preferred Stock, except for dividends paid ratably
on Units of Series A Preferred Stock and shares of all such parity stock on
which dividends are payable
Page 3 of Union Planters Corporation Charter
<PAGE> 5
or in arrears in proportion to the total amounts to which the holders of such
Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, provided, however, that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock ranking junior (both as to dividends and upon
liquidation, dissolution or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any Units of Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such Units.
(b) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (a) of this paragraph 4, purchase or otherwise acquire such shares at
such time and in such manner.
(5) Reacquired Shares. Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
Units shall, upon their cancellation, become authorized but unissued Units of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein.
(6) Liquidation, Dissolution or Winding Up.
(a) Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (i)
to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless the holders of Units of Series A Preferred Stock shall have received,
subject to adjustment as hereinafter provided in paragraph (b), the greater of
either (y) $90.00 per Unit plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not earned or declared, to the date of
such payment, or (z) the amount equal to the aggregate per share amount to be
distributed to holders of shares of Common Stock, or (ii) to the holders of
shares of stock ranking on a parity upon liquidation, dissolution or winding up
with the Series A Preferred Stock, unless simultaneously therewith
distributions are made ratably on Units of Series A Preferred Stock and all
other shares of such parity stock in proportion to the total amounts to which
the holders of Units of Series A Preferred Stock are entitled under Clause
(i)(y) of this sentence and to which the holders of such shares of such parity
stock are entitled, in each case upon such liquidation dissolution or winding
up.
(b) in the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on outstanding
shares of Common Stock payable in shares of Common Stock, or (ii) subdivide
outstanding shares of Common Stock, or (iii) combine outstanding shares of
Common Stock into a smaller number of shares, then in each such case the
aggregate amount to which holders of Units of Series A Preferred Stock were
entitled immediately prior to such event pursuant to clause (i)(z) of paragraph
(1) of this paragraph 6 shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.
(7) Share Exchange, Merger, Etc. In case the Corporation
shall enter into any share exchange, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such case
Units of Series A Preferred Stock shall at the same time be similarly exchanged
for or converted into an amount per Unit (subject to the provision for
adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, or (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding Common Stock into a smaller number
of shares, then in each such case the amount set forth in the immediately
preceding sentence with respect to the exchange or conversion of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.
(8) Redemption. The Units of Series A Preferred Stock shall
not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire Units of Series A Preferred Stock in any other manner permitted by law
and the Charter or Bylaws of the Corporation.
(9) Ranking. The Units of Series A Preferred Stock shall
rank junior to all other series of the Preferred Stock and to any other class
of preferred stock that hereafter may be issued by the Corporation as to the
payment of dividends and the distribution of assets, unless the terms of any
such series or class shall provide otherwise.
(10) Amendment. The Charter, including without limitation
the provisions hereof, shall not hereafter be amended, either directly or
indirectly, or through merger or share exchange with another corporation, in
any manner that would alter or change the powers, preferences or special rights
of the Series A Preferred Stock so as to affect the holders thereof adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Units of Series A Preferred Stock, voting separately as a class.
(11) Fractional Shares. The Series A Preferred Stock may be
issued in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred Stock.
SERIES B PREFERRED STOCK
Page 4 of Union Planters Corporation Charter
<PAGE> 6
(g) Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of this Article VI of the Charter, the Board of
Directors of Union Planters Corporation (the "Corporation") does hereby create,
authorize and provide for the issuance of a new series of preferred stock out
of the authorized class of 10,000,000 shares of preferred stock, no par value
(the "Preferred Stock"), having the voting powers, designations, relative
participating, optional and other special rights, preferences, qualifications,
limitations and restrictions thereof that are set forth as follows:
1. Designation and Amount. The shares of such series
shall be designated as Series B $8.00 Nonredeemable Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock") and the number of shares
constituting such series shall be 44,000. Such number of shares may be
adjusted by appropriate action of this Board of Directors.
2. Dividends and Distributions.
(a) Subject to the prior and superior rights of
the holders of any shares of any other series of Preferred Stock of the
Corporation ranking prior and superior to the shares of Series B Preferred
Stock with respect to dividends, the holders of the Series B Preferred Stock,
in preference to the holders of the $5.00 par value common stock of the
Corporation (the "UPC Common Stock"), and any other capital stock of the
Corporation ("Capital Stock") ranking junior to the Series B Preferred Stock as
to the payment of dividends, shall be entitled to receive as and if declared by
the Board of Directors out of funds legally available for that purpose,
cumulative cash dividends at, but not exceeding, $8.00 per share per annum and
no more.
(b) Dividends upon shares of Series B Preferred
Stock shall be cumulative so that if in respect of any past quarterly dividend
period or periods, full dividends accrued on the outstanding shares of Series B
Preferred Stock shall not have been paid, the aggregate deficiency shall be
fully paid or declared or set aside for payment before (i) any dividend shall
be declared and paid or set aside for payment on UPC Common Stock, or any other
Capital Stock ranking junior to the Series B Preferred Stock as to the payment
of dividends, (ii) any other distribution of assets shall be made with respect
to UPC Common Stock or any other Capital Stock ranking junior to the Series B
Preferred Stock as to the payment of dividends, and (iii) the redemption or
purchase of any shares of Series B Preferred Stock, UPC Common Stock, or any
other Capital Stock ranking on a parity with or junior to the Series B
Preferred Stock as to the payment of dividends by the Corporation.
(c) Cash dividends on the Series B Preferred
Stock shall commence to accrue and shall be cumulative from the Effective Date
of the Merger between Union Planters - Steiner Acquisition Company and Steiner
Holdings pursuant to that Merger Agreement dated June 9, 1989 between UPC,
Subsidiary, Steiner Bank, Arnold Steiner and Mary Steiner (the "Merger
Agreement"); and, otherwise, from the Quarterly Dividend Payment Date on which
cash dividends were paid on Series B Preferred Stock (in respect of a dividend
on Series B Preferred Stock) next preceding the date of issuance of such shares
of Series B Preferred Stock.
(d) Cash dividends on shares of Series B
Preferred Stock shall be payable quarterly on the third Friday of February,
May, August and November (a "Quarterly Dividend Payment Date") and will have
the same record date for the payment of dividends as the record date for
payment of dividends on UPC Common Stock, and, if there is no record date for
the payment of dividends on UPC Common Stock, then the record date for the
payment of dividends of the Series B Preferred Stock shall be that date which
is 15 days prior to a given Quarterly Dividend Payment Date.
3. No Preemptive Rights. No holders of Series B
Preferred Stock shall be entitled, as of right, to purchase or subscribe for
any part of the unissued Series B Preferred Stock, UPC Common Stock, or Capital
Stock, or to purchase or subscribe for any bonds, certificates of indebtedness,
debentures, or other securities convertible into or carrying options, warrants
or rights to purchase stock or other securities of the Corporation, or to
purchase or subscribe for any stock or any securities of the Corporation
purchased by the Corporation or by its nominee or nominees, or to have any
other preemptive rights now or hereafter defined by the laws of the State of
Tennessee; provided, however, that this section shall not be deemed to prohibit
the exercise by the holders of UPC Series B Preferred Stock of Rights issued
pursuant to the UPC Share Purchase Rights Agreement.
4. Liquidation. (a) In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Series B Preferred Stock shall be entitled to
receive, after payment or provision for payment of all debts, but before any
distribution of assets may be made to the holders of UPC Common Stock, or any
other Capital Stock of the Corporation ranking junior to the Series B Preferred
Stock as to liquidation, out of assets of the Corporation available for
distributions to its stockholders, $100 per share, plus, in each case, accrued
and unpaid dividends thereon to the date of payment thereof. After such
payment has been made in full to the holders of the outstanding shares of
Series B Preferred Stock (or funds necessary for the payment have been set
aside in trust for the account of such holders so as to be and continue to be
available therefor), the holders of Series B Preferred Stock shall be entitled
to no further distribution, and the remaining assets of the Corporation shall
be divided and distributed among the holders of UPC Common Stock (subject to
any prior rights of any holders of any other Capital Stock of the Corporation
entitled to participate with the UPC Common Stock as to the distribution of
assets) then outstanding according to their respective shares. If on
liquidation, dissolution or winding up, the net assets of the Corporation
available for distribution among the holders of Series B Preferred Stock are
insufficient to permit full payment to them, the entire net assets of the
Corporation so available for distribution shall be distributed ratably among
the holders of Series B Preferred Stock and the holders of any other Capital
Stock ranking on a parity with the Series B Preferred Stock as to liquidation
and distribution of assets. Nothing herein contained shall be construed to
prohibit the retirement of Series B Preferred Stock by purchase, and neither
the purchase of Series B Preferred Stock, the consolidation or merger of the
Corporation, nor the sale or transfer of all or substantially all of the assets
of the Corporation as an entirety shall be deemed a "liquidation, dissolution
or winding up of the Corporation" within the meaning of this paragraph 4.
5. Right to Vote. Except to the extent that the power
or right to vote is granted or required pursuant to the Tennessee Business
Corporation Act, as amended from time to time, the Series B Preferred Stock
shall have no power or right to vote.
6. Conversion of Series B Preferred Stock. The holders
of shares of Series B Preferred Stock shall have the right, at their option,
any time after that date which is five (5) years after the
Page 5 of Union Planters Corporation Charter
<PAGE> 7
Effective Date of the Merger, to convert such shares into shares of UPC Common
Stock on the following terms and conditions:
(a) Except as provided in subsection (c) of this
Section 6, each share of Series B Preferred Stock shall be convertible into
that number of shares of UPC Common Stock determined by dividing (i) the
product of the multiplication of the number of Series B Preferred Shares issued
in the Merger by $100, by (ii) $12.95, then dividing that number by the number
of Series B Preferred Shares issued in the Merger (the "Conversion Ratio").
(b) Except as provided in subsection (c) of this
Section 6, the estate of Arnold Steiner and the trustees of the trusts which
receive assets of the Estate of Bernard S. Steiner, Jr. pursuant to the
provisions of the last will and testament of Bernard S. Steiner, Jr., and which
shall have received Series B Preferred Stock pursuant to the Merger and such
last will and testament, shall have the right to convert the shares of Series B
Preferred Stock they own in accordance with the Conversion Ratio within five
(5) years from the Effective Date of the Merger, (i) as to the estate of Arnold
Steiner, upon the death of Arnold Steiner, and as to each such trust, upon the
death(s) of the oldest permissible income beneficiary of that particular trust;
(ii) should there be a change in control (as defined in Section 2(a) of the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841(a) of UPC;
and (iii) should UPC issue any other preferred stock having priority as to the
payment of dividends or as to liquidation preference over that of the Series B
Preferred Stock.
(c) If any Series B Preferred Stock shall be
converted into UPC Common Stock at a time when the UPC Common Stock into which
such Series B Preferred Stock is convertible has attached or attributable
thereto Rights issued pursuant to the UPC Share Purchase Rights Agreement, the
surrender of such Series B Preferred Stock shall effectively cancel all Rights
attached or attributable to the share(s) of Series B Preferred Stock so
converted.
(d) If at any time, or from time to time, the
Corporation shall (i) declare and pay, on or in respect of, UPC Common Stock
any dividend payable in shares of UPC Common Stock, (ii) subdivide the
outstanding shares of UPC Common Stock into a greater number of shares, or
contract the number of outstanding shares of Series B Preferred Stock by
combining such shares into a smaller number of shares, or (iii) contract the
number of outstanding shares of UPC Common Stock by combining such shares into
a smaller number of shares, or subdivide the outstanding shares of Series B
Preferred Stock into a greater number of shares of Series B Preferred Stock,
the Conversion Ratio shall be proportionately adjusted as of such time.
(e) If the Corporation consolidates with or
merges into any corporation or reclassifies outstanding shares of UPC Common
Stock (other than by way of subdivision or contraction of such shares) each
share of Series B Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or property of the Corporation,
or of the entity resulting from such consolidation or merger, to which a holder
of the number of shares of UPC Common Stock deliverable upon conversion of such
share of Series B Preferred Stock would have been entitled upon such
consolidation, merger or reclassification, had the holder of such share of
Series B Preferred Stock exercised his right of conversion and had such shares
been issued and outstanding and had such holder been the holder of record of
such UPC Common Stock at the time of such consolidation, merger or
reclassification; and the Corporation shall make lawful provision therefor as a
part of such consolidation, merger or reclassification.
(f) Whenever the Conversion Ratio is required to
be adjusted, as herein provided, the Corporation shall promptly file with the
transfer agent for the UPC Common Stock and simultaneously provide to each
holder of record of Series B Preferred Stock a statement signed by the
President or a Vice President or the Secretary or the Treasurer setting forth
the adjusted Conversion Ratio, determined as so provided. Such statement shall
set forth in reasonable detail such facts as may be necessary to show the
reason for and the manner of computing such adjustment.
(g) On presentation and surrender to the
Corporation at any office or agency maintained for the transfer of Series B
Preferred Stock or the certificates of Series B Preferred Stock so to be
converted, duly endorsed for transfer, the holder of such Series B Preferred
Stock shall be entitled, subject to the limitations herein contained, to
receive in exchange therefor a certificate or certificates for fully paid and
nonassessable shares, and cash for fractional shares of UPC Common Stock or
other securities pursuant to subsection (e) above, on the basis aforesaid. The
Series B Preferred Stock shall be deemed to have been converted and the person
converting the same to have become the holder of record of UPC Common Stock,
for the purpose of receiving dividends and for all other purposes whatever as
of the date when the certificate or certificates for such Series B Preferred
Stock are surrendered to the Corporation as aforesaid. The Corporation shall
not be required to make any such conversion, and no surrender of the Series B
Preferred Stock shall be effective for such purposes, while the books for the
transfer of either class of stock are closed for any purpose, but the surrender
of such shares of Series B Preferred Stock for conversion during any period
while such books are closed shall become effective for all purposes of
conversion immediately upon the reopening of such books, as if the conversion
had been made on the date such shares of Series B Preferred Stock were
surrendered.
(h) The Corporation shall pay any and all taxes
which may be imposed upon it with respect to the issuance and delivery of UPC
Common Stock upon the conversion of the Series B Preferred Stock as herein
provided. The Corporation shall not be required in any event to pay any
transfer or other taxes by reason of the issuance of such UPC Common Stock in
names other than those in which the Series B Preferred Stock surrendered for
conversion may stand, and no such conversion or issuance of UPC Common Stock
shall be made unless and until the person requesting such issuance has paid to
the Corporation the amount of any such tax, or has established to the
satisfaction of the Corporation and its transfer agent, if any, that such tax
has been paid or is not required. Upon any conversion of Series B Preferred
Stock as herein provided, no adjustment or allowance shall be made for
dividends on the Series B Preferred Stock so converted, and all rights to
dividends, if any, shall cease and be deemed satisfied; however, except as
provided in the next sentence hereof, nothing in this section shall be deemed
to relieve the Corporation from its obligation to pay any dividends which shall
have been declared and shall be payable to holders of Series B Preferred Stock
of record as of a date prior to such conversion even though the payment date
for such dividend is subsequent to the date of conversion.
7. Reservation of UPC Common Stock. The Corporation
shall, so long as any of the Series B Preferred Stock is outstanding, reserve
and keep available out of its authorized and unissued UPC Common Stock, solely
for the purpose of effecting the conversion of the Series B Preferred Stock,
such number of shares of UPC Common Stock as shall, from time to time, be
sufficient to effect the conversion of all shares of the
Page 6 of Union Planters Corporation Charter
<PAGE> 8
Series B Preferred Stock then outstanding. The Corporation shall, from time to
time, increase its authorized UPC Common Stock and take such other actions as
may be necessary to permit the issuance from time to time of the shares of the
UPC Common Stock, as fully paid and nonassessable shares, upon the conversion
of the Series B Preferred Stock as herein provided.
8. Definitions. For purposes hereof:
(a) The term "outstanding", when used in reference
to shares of stock, shall mean issued shares, excluding shares held by the
Corporation or a subsidiary thereof, and shares called for redemption, funds
for the redemption of which shall have been set aside by the Corporation or
deposited in trust;
(b) The amount of dividends "accrued" on any
share of Series B Preferred Stock as of any quarterly dividend date shall be
deemed to be the amount of any unpaid dividends accumulated thereon to and
including such quarterly dividend date, whether or not earned or declared, and
the amount of dividends "accrued" on any shares of Series B Preferred Stock as
at any date other than a quarterly dividend date shall be deemed to be (i) the
amount of any unpaid dividends accumulated thereon to and including the last
preceding quarterly dividend date, whether or not earned or declared, plus (ii)
an amount calculated on the basis of the annual dividend rate fixed for the
shares of Series B Preferred Stock (8%) for the period after such last
preceding quarterly dividend date to and including the date as of which the
calculation is made, based on a 360-day year or 12 consecutive 30-day months.
9. Redemption. The shares of Series B Preferred Stock
shall not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire Series B Preferred Stock in any other manner permitted by law and its
Charter or Bylaws.
10. Ranking. The Series B Preferred Stock shall rank
superior to that of the Corporation's Series A Preferred Stock as well as to
all other series of the Corporation's preferred stock, unless the designation
of rights and preferences for any other series of the Corporation's preferred
stock expressly provides otherwise.
11. Amendment. The Charter, including without
limitations the provisions hereof, shall not hereafter be amended, either
directly or indirectly, or through merger or share exchange with another
corporation, in any manner that would alter or change the powers, preferences
or special rights of the Series B Preferred Stock so as to affect the holders
thereof adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series B Preferred Stock, voting separately
as a class; provided, however, that this paragraph shall have no affect on the
ability of the Corporation to amend the Rights Agreement or redeem the UPC
Preferred Share Purchase Rights in accordance therewith.
12. Fractional Shares. The Series B Preferred Shares may
be issued in units or other fractions of a share, which units or fractions
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise such rights, receive dividends, and participate in all distributions
and derive the benefit of all other rights of holders of Series B Preferred
Stock.
SERIES C PREFERRED STOCK
(h) Pursuant to the authority vested in the Board of Directors of
Union Planters Corporation (the "Corporation") by the provisions of this
Article Sixth of the Charter and by the provisions of the Tennessee Business
Corporation Act, the Board of Directors of the Corporation does hereby create,
authorize and provide for the issuance of a new series of preferred stock out
of the Corporation's authorized class of 10,000,000 shares of no par value
preferred stock (the "Preferred Stock"), having the designation, relative
participating, optional and other special rights, preferences, qualifications,
limitations and restrictions provided hereafter:
1. Designation and Amount. The shares of such series
shall be designated as 10 3/8% Increasing Rate, Redeemable, Cumulative
Preferred Stock, Series C (the "Series C Preferred Stock") and the number of
shares of Preferred Stock constituting such Series C Preferred Stock shall be
690,000. Such number of shares of Series C Preferred Stock may be adjusted
hereafter by appropriate action of the Board of Directors. The Series C
Preferred Stock shall have a stated value (the "Stated Value") of $25.00 per
share.
2. Dividends and Distributions.
(a) The holders of shares of Series C Preferred
Stock, in preference to the holders of the $5.00 par value common stock of the
Corporation (the "UPC Common Stock") shall be entitled to receive when and as
declared by the Board of Directors, out of funds legally available for the
purpose, cumulative cash dividends payable quarterly at the rate per share set
forth in paragraph 2(c) below, on the fifteenth day (or, if such fifteenth day
is not a Business Day, on the next Business Day) of February, May, August and
November in each year (a "Quarterly Dividend Payment Date"), in respect of the
Quarterly Dividend Period next preceding such fifteenth day, and no other
dividend or dividends. Such dividends shall be payable to holders of the
Series C Preferred Stock on such date as is not more than 30 nor less than 10
days prior to the particular Quarterly Dividend Payment Date. As used herein,
a "Quarterly Dividend Period" means a period of three months ending on the last
day of January, April, July or October. Subject to the provisions of paragraph
(c) of Section Sixth of the Charter, dividends on account of arrears for any
past Quarterly Dividend Period(s) may be declared and paid at any time, without
reference to any regular Quarterly Dividend Payment Date to holders of record
on such date not exceeding 30 or less than 10 days preceding the payment date
thereof as may be fixed by the Board of Directors. The amount of dividend per
share payable for any Quarterly Dividend Period less than a full Quarterly
Dividend Period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed in the period for which
payable.
(b) Preferred dividends upon shares of Series C
Preferred Stock shall commence to accrue and be cumulative from (but not
including) the day upon which the initial issuance of shares of Series C
Preferred Stock occurs.
(c) For each Quarterly Dividend Period ending on
or before October 31, 1994, preferred dividends payable with respect to each
such Quarterly Dividend Period shall be $0.648438 per share. For each
Quarterly Dividend Period ending after November 1, 1994 and on or before
October 31, 1995, preferred dividends payable with respect to each such
Quarterly Dividend Period shall be $0.679688 per share. For each Quarterly
Dividend Period ending after November 1, 1995, and on or before October 31,
1996, preferred dividends
Page 7 of Union Planters Corporation Charter
<PAGE> 9
payable with respect to each such Quarterly Dividend Period shall be $0.710938
per share. For each Quarterly Dividend Period ending after November 1, 1996,
preferred dividends payable with respect to such Quarterly Dividend Periods
shall be $0.742188 per share. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears.
(d) For purposes hereof, "Business Day" shall mean
any day upon which commercial banks in the City of Memphis, Tennessee, are
required to be open for the transaction of their general banking business.
3. No Preemptive Rights. Holders of shares of Series C
Preferred Stock shall not be entitled, as of right, to purchase or subscribe
for any part of the unissued Series C Preferred Stock, any UPC Common Stock, or
any other capital stock of the Corporation, or to purchase or subscribe for any
bonds, certificates of indebtedness, debentures, or other securities
convertible into or carrying options, warrants or rights to purchase any stock
or other securities of the Corporation, or to purchase or subscribe for any
stock or any securities of the Corporation purchased by the Corporation or by
its nominee or nominees, or to have any other preemptive rights now or
hereafter defined by the laws of the State of Tennessee.
4. Liquidation. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Series C Preferred Stock shall be entitled to
receive, after payment or provision for payment of all debts, but before any
distribution of assets may be made to the holders of UPC Common Stock or any
other stock of the Corporation ranking junior to the Series C Preferred Stock
as to the distribution of assets on liquidation, dissolution or winding up of
the Corporation, out of assets of the Corporation available for distributions
to its shareholders, $25.00 per share (the "Liquidation Value"), plus, in each
case, accrued and unpaid dividends thereon from (but not including) the day of
initial issuance to the date of payment thereof. After such payment has been
made in full to the holders of the outstanding shares of Series C Preferred
Stock (or funds necessary for the payment have been set aside in trust for the
account of such holders so as to be and continue to be available therefor), the
holders of Series C Preferred Stock shall be entitled to no further
distributions, and the remaining assets of the Corporation shall be divided and
distributed among the holders of UPC Common Stock (subject to any prior rights
of any holders of any other capital stock of the Corporation entitled to
participate with the UPC Common Stock as to the distribution of assets) then
outstanding according to their respective rights as shareholders. If, upon any
liquidation, dissolution or winding up of the Corporation, the net assets of
the Corporation, or proceeds thereof available for distribution among the
holders of Series C Preferred Stock should be insufficient to permit payment in
full of the preferential amount aforesaid and liquidating payments on any other
Preferred Stock ranking, as to liquidation, dissolution or winding up, on a
parity with the Series C Preferred Stock, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series C Preferred Stock and
the holders of any such other Preferred Stock ratably in accordance with the
respective amounts which would be payable on such shares of Series C Preferred
Stock and on any such other Preferred Stock if all amounts payable thereon were
paid in full. Neither the consolidation or merger of the Corporation with or
into any other corporation or corporations, nor a reorganization of the
Corporation alone, nor the sale or transfer by the Corporation of all or
substantially all of its assets shall be deemed a "liquidation, dissolution or
winding up of the Corporation" within the meaning of this paragraph 4.
5. Right to Vote.
(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the Series C Preferred Stock shall
have no voting rights.
(b) So long as any shares of the Series C
Preferred Stock remain outstanding, the consents of the holders of at least
two-thirds (2/3ds) of the shares of Series C Preferred Stock outstanding at the
time (voting separately as a class together with all other series of Preferred
Stock of the Corporation ranking on a parity with the Series C Preferred Stock
either as to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are exercisable) given in person or by proxy, either in
writing or at any special or annual meeting called for the purpose, shall be
necessary to permit, effect or validate any one or more of the following:
(i) the authorization, creation or
issuance of a new class or series of shares of capital stock having rights,
preferences or privileges prior to the Series C Preferred Stock, or any
increase in the number of authorized shares of any class or series having
rights, preferences or privileges prior to the Series C Preferred Stock; or
(ii) the amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of any of the provisions of the
Corporation's Charter which would materially and adversely affect any right,
preference, privilege or voting power of the Series C Preferred Stock or of the
holders thereof; provided, however, that any increase in the amount of
authorized UPC Common Stock or Preferred Stock or the authorization, creation
or issuance of any other series of UPC Common Stock or Preferred Stock, in each
case ranking on a parity with or junior to the Series C Preferred Stock with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
(c) The foregoing voting provisions shall not
apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of Series
C Preferred Stock shall have been redeemed or called for redemption and funds
shall have been deposited in trust in an amount sufficient to effect such
redemption.
6. Redemption.
(a) The shares of Series C Preferred Stock shall be
redeemable, in whole or in part, only at the option of the Corporation by
resolution of its Board of Directors and with the prior written consent of the
Board of Governors of the Federal Reserve System, or of the appropriate Federal
Reserve Bank acting under delegated authority, or their successors, at any time
and from time to time on or after October 31, 1994 at $25.00 per share, plus
all dividends accrued and unpaid on such Series C Preferred Stock from (but not
including) the day of issuance up to the day fixed for redemption.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire Series C Preferred Stock in any other manner permitted by law and its
Charter or Bylaws.
Page 8 of Union Planters Corporation Charter
<PAGE> 10
(b) In the event that less than the entire amount of
the Series C Preferred Stock outstanding is to be redeemed at any one time, the
shares to be redeemed shall be selected by lot or pro rata (as nearly as may
be) or by any other method determined by the Board of Directors of the
Corporation in its sole discretion to be equitable. Notice of any redemption
shall be given by first class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the redemption date, to each holder of record of
the shares selected for redemption at such holders' respective addresses as the
same shall appear on the stock register of the Corporation. Each such notice
shall state: (1) the redemption date; (2) the number of shares of Series C
Preferred Stock to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price and the manner in which the redemption price
is to be paid and delivered; (4) the place or places where certificates for
such shares are to be surrendered for payment of the redemption price; and (5)
that dividends on the shares to be redeemed will cease to accrue on such
redemption date. No failure to mail such notice or any defect therein or in
the mailing thereof shall affect the validity of the proceedings for
redemption. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the holder
receives the notice. Upon such redemption date, or upon such earlier date as
the Board of Directors shall designate for payment of the redemption price
(unless the Corporation shall default in the payment of the redemption price as
set forth in such notice), the holders of shares of Series C Preferred Stock
selected for redemption and to whom notice has been duly given shall cease to
be shareholders with respect to such shares of Series C Preferred Stock and
shall have no interest in or claim against the Corporation by virtue thereof
and shall have no dividend, voting or other rights with respect to such shares
except the right to receive the moneys payable upon such redemption from the
Corporation or otherwise, without interest thereon, upon surrender (and
endorsement, if required by the Corporation) of the certificates, and the
shares evidenced and represented thereby shall no longer be deemed to be
outstanding. The Corporation's obligation to provide funds for redemption
shall be deemed fulfilled if, on or before the redemption date, the Corporation
shall deposit with a bank or trust company (which may be an affiliate of the
Corporation), having an office or agency in Memphis, Tennessee and having a
capital and surplus of at least $50,000,000, or with any other such bank or
trust company located in the continental United States as may be designated
from time to time by the Corporation, funds necessary for such redemption, in
trust, with irrevocable instructions that such funds be applied to the
redemption of the shares of Series C Preferred Stock so called for redemption.
Any interest accrued on such funds shall be paid to the Corporation from time
to time. Any funds so deposited and unclaimed at the end of six years from
such redemption date shall be repaid or released to the Corporation, after
which the holder or holders of such shares of Series C Preferred Stock so
called for redemption shall look only to the Corporation for payment of the
redemption price. Upon redemption of Series C Preferred Stock in the manner
set out herein, or upon the purchase of Series C Preferred Stock by the
Corporation, the Series C Preferred Stock so acquired by the Corporation shall
be retired and canceled and shall be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of Series C Preferred Stock.
7. Ranking.
(a) Any class or series of stock of the Corporation
shall be deemed to rank:
(i) "prior to" the Series C Preferred Stock
if the holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of Series C
Preferred Stock; and
(ii) "on a parity with" the Series C
Preferred Stock if the holders of such class or series of stock and the holders
of the Series C Preferred Stock shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority one over the other whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share of such other class or series of stock are different from those of the
Series C Preferred Stock.
(b) The Series C Preferred Stock shall rank on a
parity with both the Corporation's Series B Preferred Stock and the Series A
Preferred Stock, if and when such Series A Preferred Stock should be issued.
8. Debt Obligations. The Corporation, at any time and
from time to time, may authorize the issue of debt obligations, whether or not
subordinated, without the approval of the shareholders.
9. Conversion or Exchange. The holders of the Series C
Preferred Stock shall not have any rights herein to convert such shares into,
or exchange such shares for, shares of any other class or classes or any other
series of any class or classes of capital stock (or any other equity or debt
security) of the Corporation.
SERIES D PREFERRED STOCK
(i) Pursuant to the authority vested in the Board of Directors of
Union Planters Corporation (the "Corporation") by the provisions of this
Article Sixth of its Charter and by the provisions of the Tennessee Business
Corporation Act, the Board of Directors of the Corporation does hereby create,
authorize and provide for the issuance of a new series of preferred stock out
of the Corporation's authorized class of 10,000,000 shares of preferred stock
having no par value (the "Preferred Stock"), having the designation, relative
participating, optional and other special rights, preferences, qualifications,
limitations and restrictions provided hereafter:
1. Designation and Amount. The shares of such series
shall be designated as the: 9.5% REDEEMABLE, CUMULATIVE, CONVERTIBLE, PREFERRED
STOCK, SERIES D (the "Series D Preferred Stock") and the number of shares of
Preferred Stock constituting such Series D Preferred Stock shall be 253,659.
Such number of shares of Series D Preferred Stock may be adjusted hereafter by
appropriate action of the Board of Directors. The Series D Preferred Stock
shall have a stated value of $20.50 per share (the "Stated Value").
2. Dividends and Distributions. (a) The holders of
shares of Series D Preferred Stock, in preference to the holders of the $5.00
par value common stock of the Corporation (the "UPC Common Stock") shall be
entitled to receive when, as and if declared by the Board of Directors, out of
funds legally available for the purpose, cumulative cash dividends payable
quarterly at the annual rate of 9.5% of the Stated Value thereof on the
fifteenth day (or, if such fifteenth day should not be a Business Day, on the
next Business Day) of February, May, August and November in each year (a
"Quarterly Dividend Payment Date"), in respect of the
Page 9 of Union Planters Corporation Charter
<PAGE> 11
Quarterly Dividend Period next preceding such fifteenth day, and no other
dividend or dividends. Such dividends shall be payable to holders of record of
the Series D Preferred Stock on such date as may be fixed by the Board of
Directors which date shall not be more than 30 nor less than 10 days prior to
the applicable Quarterly Dividend Payment Date. As used herein, a "Quarterly
Dividend Period" means a period of three calendar months ending on the last day
of January, April, July and October. Subject to the provisions of paragraph
(c) of Article Sixth of the Charter, dividends on account of arrears for any
past Quarterly Dividend Period(s) may be declared and paid at any time
designated by the Board of Directors, without reference to any regular
Quarterly Dividend Payment Date, to holders of record on such date as may be
fixed by the Board of Directors, which date shall not be more than 30 nor less
than 10 days preceding the designated payment date. The amount of dividend per
share payable for any Quarterly Dividend Period less than a full Quarterly
Dividend Period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed in the period with respect
to which it is payable.
(b) Preferred dividends upon shares of Series D
Preferred Stock shall commence to accrue and be cumulative from the day upon
which the original issuance of shares of Series D Preferred Stock shall occur
which shall be deemed to be the effective date of the merger of Southeastern
Bancshares, Inc. with and into Union Planters - SBI Acquisition Company, both
of which are Tennessee corporations.
(c) No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears.
(d) For purposes hereof, a "Business Day" shall mean
any day on which commercial banks in the City of Memphis, Tennessee, are
required to be open for the transaction of their general banking businesses.
3. No Preemptive Rights. The holders of shares of
Series D Preferred Stock shall not be entitled, as of right, to purchase or
subscribe for any part of the unissued Series D Preferred Stock, any UPC Common
Stock, or any other capital stock of the Corporation, or to purchase or
subscribe for any bonds, certificates of indebtedness, debentures, or other
securities convertible into, or carrying options, warrants or rights to
purchase, any stock or other securities of the Corporation, or to purchase or
subscribe for any stock or any securities of the Corporation purchased by the
Corporation or by its nominee or nominees, or to have any other preemptive
rights now or hereafter defined by the laws of the State of Tennessee.
4. Liquidation. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Series D Preferred Stock shall be entitled to
receive, after payment or provision for payment of all debts but before any
distribution of assets may be made to the holders of UPC Common Stock or any
other stock of the Corporation ranking junior to the Series D Preferred Stock
as to the distribution of assets on liquidation, dissolution or winding up of
the Corporation, out of assets of the Corporation available for distributions
to its shareholders, $20.50 per share (the "Liquidation Value"), plus, in each
case, accrued and unpaid dividends thereon from (but not including) the day of
original issuance to the date of payment thereof. After such payment has been
made in full to the holders of the outstanding shares of Series D Preferred
Stock (or funds necessary for such payment have been set aside in trust for the
account of such holders so as to be and to continue to be available therefor),
the holders of Series D Preferred Stock shall be entitled to no further
distributions, and the remaining assets of the Corporation shall be divided and
distributed among the holders of UPC Common Stock (subject to any senior rights
of any holders of any other capital stock of the Corporation entitled to
participate with the UPC Common Stock as to the distribution of assets) then
outstanding according to their respective rights as shareholders. If, upon any
liquidation, dissolution or winding up of the Corporation, the net assets of
the Corporation, or proceeds thereof available for distribution among the
holders of Series D Preferred Stock should be insufficient to permit payment in
full of the preferential amount aforesaid and liquidating payments on any other
Preferred Stock ranking, as to liquidation, dissolution or winding up, on a
parity with the Series D Preferred Stock, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series D Preferred Stock and
the holders of any such other Preferred Stock ranking on a parity with the
Series D Preferred Stock ratably in accordance with the respective amounts
which would be payable on such shares of Series D Preferred Stock and on any
such other Preferred Stock ranking on a parity with the Series D Preferred
Stock if all amounts payable thereon were paid in full. Neither the
consolidation or merger of the Corporation with or into any other corporation
or corporations, nor a reorganization of the Corporation alone, nor the sale or
transfer by the Corporation of all or substantially all of its assets shall be
deemed a "liquidation, dissolution or winding up of the Corporation" within the
meaning of this paragraph 4.
5. Right of Holders of Series D Shares to Vote.
(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the Series D Preferred Stock shall
have no voting rights except for those which may be required by the laws of the
State of Tennessee.
(b) So long as any shares of Series D Preferred
Stock remain outstanding, the consents of the holders of at least two-thirds
(2/3ds) of the shares of Series D Preferred Stock outstanding at the time
(voting separately as a class together with all other series of Preferred Stock
of the Corporation ranking on a parity with the Series D Preferred Stock either
as to dividends or the distribution of assets upon liquidation, dissolution or
winding up and upon which like voting rights have been conferred and are
exercisable) given in person or by proxy, either in writing or at any special
or annual meeting called for the purpose, shall be necessary to permit, effect
or validate any one or more of the following actions:
(i) the authorization, creation or
issuance of a new class or series of shares of capital stock of the Corporation
having rights, preferences or privileges senior to the Series D Preferred
Stock, or any increase in the number of authorized shares of any class or
series having rights, preferences or privileges senior to the Series D
Preferred Stock; or
(ii) the amendment, alteration or
repeal, whether by merger, consolidation or otherwise, of any of the provisions
of the Corporation's Charter which would materially and adversely affect any
right, preference, privilege or voting power of the Series D Preferred Stock or
of the holders thereof; provided, however, that any increase in the amount of
authorized UPC Common Stock or Preferred Stock or the authorization, creation
or issuance of any other series of UPC Common Stock or Preferred Stock, in each
case ranking on a parity with, or junior to the Series D Preferred Stock with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to "materially
Page 10 of Union Planters Corporation Charter
<PAGE> 12
and adversely affect" such rights, preferences, privileges or voting powers of
the Series D Preferred Stock.
(c) The foregoing voting provisions shall not
apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected (i) all outstanding shares of
Series D Preferred Stock shall have been redeemed or called for redemption and
(ii) funds shall have been deposited in trust in an amount sufficient to effect
such redemption as provided herein.
6. Redemption.
(a) The shares of Series D Preferred Stock shall be
redeemable, in whole or in part, only at the option of the Corporation by
resolution of its Board of Directors but only with the prior consent of the
Board of Governors of the Federal Reserve System, or of the appropriate Federal
Reserve Bank acting under delegated authority, or their successors, at any time
and from time to time on or after the third anniversary of the Effective Time
of the Merger of SBI with and into Union Planters - SBI Acquisition Company at
Twenty and 50/100 Dollars ($20.50) per share (the "Redemption Price"), plus all
dividends accrued and unpaid on such Series D Preferred Stock from (but not
including) the day of original issuance up to the Redemption Date (as defined
below). Notwithstanding the foregoing sentence of this Section, the
Corporation may acquire Series D Preferred Stock in any other lawful manner
permitted by its Charter or Bylaws.
(b) In the event that less than the entire amount of
Series D Preferred Stock outstanding is to be redeemed at any one time, the
shares to be redeemed shall be selected by lot or pro rata (as nearly as may
be) or by any other method determined by the Board of Directors of the
Corporation in its sole discretion to be equitable.
(c) Notice of any redemption, whether whole or
partial, shall be given by United States first class mail, postage prepaid,
deposited in the mail not less than 30 nor more than 60 days prior to the
Redemption Date, addressed to each holder of record of the shares selected for
redemption at such holders' respective addresses as the same shall appear on
the stock register of the Corporation. Each such notice shall state: (1) the
date designated by the Board of Directors as the "Redemption Date"; (2) the
number of shares of Series D Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the Redemption Price and the manner
in which the Redemption Price is to be paid and delivered; (4) the place or
places where certificates representing and evidencing such shares are to be
surrendered for payment of the Redemption Price; and (5) that dividends on the
shares to be redeemed will cease to accrue on such Redemption Date. No failure
to mail such notice or any defect therein or in the mailing thereof shall
affect the validity of the proceedings for redemption. Any notice mailed in
the manner herein provided shall be conclusively presumed to have been duly
given whether or not the holder receives the notice. On the Redemption Date,
or on such earlier date as the Board of Directors shall designate for payment
of the Redemption Price (unless the Corporation shall default in the payment of
the Redemption Price as set forth in such notice), the holders of shares of
Series D Preferred Stock selected for redemption and to whom notice has been
duly given shall cease to be shareholders with respect to such shares of Series
D Preferred Stock and shall have no interest in, or claim against the
Corporation by virtue thereof and shall have no dividend, voting or other
rights with respect to such shares except the right to receive the moneys
payable upon such redemption from the Corporation or otherwise, without
interest thereon, upon surrender (and proper endorsement, if required by the
Corporation) of the certificates, and the shares represented thereby shall no
longer be deemed to be outstanding. The Corporation's obligation to provide
funds for redemption shall be deemed fulfilled if, on or before the Redemption
Date, the Corporation shall have deposited with a bank or trust company (which
may be an affiliate of the Corporation), having an office or agency in Memphis,
Tennessee, having a capital and surplus of at least $50,000,000, or with any
other such bank or trust company located in the continental United States as
may be designated from time to time by the Corporation, funds necessary for
such redemption, in trust, with irrevocable instructions that such funds be
applied to the redemption of the shares of Series D Preferred Stock so called
for redemption. Any interest accrued on such funds shall be paid to the
Corporation from time to time. Any funds so deposited and unclaimed at the end
of six years from such Redemption Date shall be repaid or released to the
Corporation, after which the holder or holders of such shares of Series D
Preferred Stock so called for redemption shall look only to the Corporation for
payment of the Redemption Price. Upon redemption of Series D Preferred Stock
in the manner set out herein, or upon the purchase of Series D Preferred Stock
by the Corporation, the Series D Preferred Stock so acquired by the Corporation
shall be retired and canceled and shall be restored to the status of authorized
but unissued shares of Preferred Stock, without designation as to series, and
may thereafter be issued, but not as shares of Series D Preferred Stock.
7. Ranking.
(a) Any class or series of stock of the Corporation
shall be deemed to rank:
(i) "senior to" the Series D Preferred Stock
if the holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of Series D
Preferred Stock; and
(ii) "on a parity with" the Series D
Preferred Stock if the holders of such class or series of stock and the holders
of the Series D Preferred Stock shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority one over the other whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share of such other class or series of stock are different from those of the
Series D Preferred Stock.
(b) The Series D Preferred Stock shall rank on a
parity with the Corporation's Series B Preferred Stock, the Corporation's
Series C Preferred Stock and the Corporation's Series A Preferred Stock, if and
when shares of such Series A Preferred Stock should be issued.
8. Conversion of Series D Preferred Stock. The
registered holders of shares of Series D Preferred Stock shall have the right,
at their option, to convert such shares into shares of UPC Common Stock (and,
upon the occurrence of a certain type of merger, into other assets) on the
following terms and conditions:
(a) The registered holders of the Series D
Preferred Stock shall have the right at any time after the date of its original
issuance but prior to the Redemption Date designated in the notice of
redemption given to such holders in accordance with the provisions of Section
6, to convert each share of the Corporation's Series D Preferred Stock
registered in the name of such holders into one (1) share of the Cor-
Page 11 of Union Planters Corporation Charter
<PAGE> 13
poration's Common Stock having a par value of $5.00 per share. The Series D
Preferred Stock shall not be convertible into any other class or classes or any
other series of any class or classes of capital stock (or any other equity or
debt security) of the Corporation.
(b) On presentation and surrender to the
Corporation at any office or agency maintained for the transfer of the Series D
Preferred Stock (the "Transfer Agent") of the certificates representing and
evidencing Series D Preferred Stock so to be converted, duly endorsed for
conversion, the holder of such Series D Preferred Stock shall be entitled,
subject to the limitations herein contained, to receive in exchange therefor a
certificate or certificates for fully paid and nonassessable shares, and cash
for fractional shares (if any) of UPC Common Stock or other securities pursuant
to subsection (d) below on the basis set forth. The Series D Preferred Stock
shall be deemed to have been converted and the person converting the same shall
be deemed to have become the holder of record of UPC Common Stock, for the
purpose of receiving dividends and for all other purposes whatsoever as of the
date when the certificate or certificates representing and evidencing such
Series D Preferred Stock shall have been surrendered to the Transfer Agent as
aforesaid. The holder of Series D Preferred Stock shall be responsible for
selection of the method of delivery to the Transfer Agent of any share
certificates intended to be surrendered for conversion and the Corporation
shall have no risk or liability for the loss or late delivery of certificates
for conversion. Properly endorsed certificates must be physically received by
the Transfer Agent no later than the close of business on the Business Day next
preceding the designated Redemption Date in order for the conversion to become
effective. The Corporation shall not be required to make any such conversion,
and no surrender of the Series D Preferred Stock shall be effective for such
purposes, while the books for the transfer of either class of stock are closed
for any purpose, but the surrender of such shares of Series D Preferred Stock
for conversion during any period while such books are closed shall become
effective for all purposes of conversion immediately upon the reopening of such
books, as if the conversion had been made on the date such shares of Series D
Preferred Stock were surrendered.
(c) If at any time, or from time to time, the
Corporation should (i) declare and pay on, or in respect of, the UPC Common
Stock any dividend payable in shares of UPC Common Stock; or (ii) subdivide the
outstanding shares of UPC Common Stock into a greater number of shares, or
contract the number of outstanding shares of Series D Preferred Stock by
combining such shares into a smaller number of shares; or (iii) contract the
number of outstanding shares of the UPC Common Stock by combining such shares
into a smaller number of shares, or (iv) subdivide the outstanding shares of
Series D Preferred Stock into a greater number of shares of Series D Preferred
Stock, the Conversion Ratio shall be proportionately adjusted as of such time.
(d) If the Corporation should consolidate with,
or merge into any corporation or reclassify outstanding shares of UPC Common
Stock (other than by way of subdivision or contraction of such shares), each
share of Series D Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or property of the Corporation,
or of the entity resulting from such consolidation or merger, to which a holder
of the number of shares of UPC Common Stock deliverable upon conversion of such
share of Series D Preferred Stock would have been entitled upon such
consolidation, merger or reclassification, had the holder of such share of
Series D Preferred Stock exercised his right of conversion and had such shares
been issued and outstanding and had such holder been the holder of record of
such UPC Common Stock at the time of such consolidation, merger or
reclassification and the Corporation shall make lawful provision therefor as a
part of such consolidation, merger or reclassification.
(e) Whenever the conversion ratio or the type of
consideration other than UPC Common Stock receivable by the holder upon
conversion of the Series D Preferred Stock is required to be adjusted, as
herein provided, the Corporation shall promptly file with the transfer agent
for the UPC Common Stock and simultaneously provide to each holder of record of
Series D Preferred Stock a statement signed by the President or a Vice
President or the Secretary or the Treasurer setting forth the adjusted
conversion ratio and, if applicable, a description of the consideration
receivable upon consummation, determined as so provided. Such statement shall
set forth in reasonable detail such facts as may be necessary to show the
reason for and the manner of computing such adjustments.
(f) The Corporation shall pay any and all taxes
which may be imposed upon it with respect to the issuance and delivery of UPC
Common Stock upon the conversion of the Series D Preferred Stock as herein
provided. The Corporation shall not be required in any event to pay any
transfer or other taxes by reason of the issuance of such UPC Common Stock in
names other than those in which the Series D Preferred Stock surrendered for
conversion may stand, and no such conversion or issuance of UPC Common Stock
shall be made unless and until the person requesting such issuance has paid to
the Corporation the amount of any such tax, or has established to the
satisfaction of the Corporation and its transfer agent, if any, that such tax
has been paid or is not required. Upon any conversion of Series D Preferred
Stock as herein provided, no adjustment or allowance shall be made for
dividends on the Series D Preferred Stock so converted, and all rights to
dividends, if any, shall cease and be deemed satisfied; provided, however, that
nothing in this section shall be deemed to relieve the Corporation from its
obligation to pay any dividends which shall have been declared and shall be
payable to holders of Series D Preferred Stock of record as of a date prior to
such conversion even though the payment date for such dividend may be
subsequent to the date of conversion.
(g) If any shares of Series D Preferred Stock
should be converted into UPC Common Stock at a time when the UPC Common Stock
into which such Series D Preferred Stock is convertible has attached or
attributable thereto Rights issued pursuant to the UPC Share Purchase Rights
Agreement, the surrender of such Series D Preferred Stock shall effectively
cancel all Rights attached or attributable to the share(s) of Series D
Preferred Stock so converted.
9. Reservation of UPC Common Stock. The Corporation
shall, so long as any of the Series D Preferred Stock shall remain outstanding,
reserve and keep available out of its authorized and unissued UPC Common Stock,
solely for the purpose of effecting the conversion of the Series D Preferred
Stock, such number of shares of UPC Common Stock as shall, from time to time,
be sufficient to effect the conversion of all shares of the Series D Preferred
Stock then outstanding. The Corporation shall, from time to time, increase its
authorized UPC Common Stock and take such other actions as may be necessary to
permit the issuance from time to time of the shares of the UPC Common Stock, as
fully paid and nonassessable shares, upon the conversion of the Series D
Preferred Stock in the manner herein provided.
10. Debt Obligations. The Corporation, at any time and
from time to time, may authorize the issuance of debt obligations, whether or
not subordinated, without the approval of any of its shareholders.
11. Definitions. For purposes of subparagraph (i) of
Article Sixth of the Charter:
Page 12 of Union Planters Corporation Charter
<PAGE> 14
(a) The term "outstanding", when used in
reference to shares of stock, shall mean shares which are authorized and
issued, excluding shares held by the Corporation or by a subsidiary of the
Corporation (other than in a fiduciary capacity), and excluding shares called
for redemption, funds for the redemption of which shall have been set aside by
the Corporation or deposited in trust in the manner provided herein;
(b) The amount of dividends "accrued" on any
share of Series D Preferred Stock as of the last day of the applicable
Quarterly Dividend Period (the "Quarterly Dividend Date") shall be deemed to be
the amount of any unpaid dividends accumulated thereon to and including such
Quarterly Dividend Date, whether or not earned or declared, and the amount of
dividends "accrued" on any shares of Series D Preferred Stock as at any date
other than a Quarterly Dividend Date shall be deemed to be (i) the amount of
any unpaid dividends accumulated thereon to and including the last preceding
Quarterly Dividend Date, whether or not earned or declared, plus (ii) an amount
calculated on the basis of the annual dividend rate fixed for the shares of
Series D Preferred Stock (9.5%) for the period subsequent to such last
preceding Quarterly Dividend Date to and including the date as of which the
calculation is made, based on a 360-day year of 12 consecutive 30-day months
and the actual number of days elapsed in the latter period.
SERIES E PREFERRED STOCK
(j) Pursuant to the authority vested in the Board of Directors of
Union Planters Corporation (the "Corporation") by the provisions of this
Article Sixth of its Charter and by the provisions of the Tennessee Business
Corporation Act, the Board of Directors of the Corporation does hereby create,
authorize and provide for the issuance of a new series of preferred stock out
of the Corporation's authorized class of 10,000,000 shares of preferred stock
having no par value (the "Preferred Stock"), having the designation, relative
participating, optional and other special rights, preferences, qualifications,
limitations and restrictions provided hereafter:
1. Designation and Amount. The shares of such series
shall be designated as the: 8% CUMULATIVE, CONVERTIBLE, PREFERRED STOCK, SERIES
E (the "Series E Preferred Stock") and the number of shares of Preferred Stock
constituting such Series E Preferred Stock shall be 4,500,000. Such number of
shares of Series E Preferred Stock may be adjusted hereafter by appropriate
action of the Board of Directors. The Series E Preferred Stock shall have a
stated value of $25.00 per share (the "Stated Value").
2. Dividends and Distributions.
(a) The holders of shares of Series E Preferred
Stock, in preference to the holders of the $5.00 par value common stock of the
Corporation (the "UPC Common Stock") shall be entitled to receive when, as and
if declared by the Board of Directors, out of funds legally available for the
purpose, cumulative cash dividends payable quarterly at the annual rate of 8%
of the Stated Value thereof on the fifteenth day (or, if such fifteenth day
should not be a Business Day, on the next Business Day) of February, May,
August and November in each year (a "Quarterly Dividend Payment Date"), in
respect of the Quarterly Dividend Period next preceding such fifteenth day, and
no other dividend or dividends. Such dividends shall be payable to holders of
record of the Series E Preferred Stock on such date as may be fixed by the
Board of Directors which date shall not be more than 30 nor less than 10 days
prior to the applicable Quarterly Dividend Payment Date. As used herein, a
"Quarterly Dividend Period" means a period of three calendar months ending on
the last day of January, April, July and October. Subject to the provisions of
paragraph (c) of Article Sixth of the Charter, dividends on account of arrears
for any past Quarterly Dividend Period(s) may be declared and paid at any time
designated by the Board of Directors, without reference to any regular
Quarterly Dividend Payment Date, to holders of record on such date as may be
fixed by the Board of Directors, which date shall not be more than 30 nor less
than 10 days preceding the designated payment date. The amount of dividend per
share payable for any Quarterly Dividend Period less than a full Quarterly
Dividend Period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed in the period with respect
to which it is payable.
(b) Preferred dividends upon shares of Series E
Preferred Stock shall commence to accrue and be cumulative from the day upon
which the original issuance of shares of Series E Preferred Stock shall occur.
(c) No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments which
may be in arrears.
(d) For purposes hereof, a "Business Day" shall mean
any day on which commercial banks in the City of Memphis, Tennessee, are
required to be open for the transaction of their general banking businesses.
3. No Preemptive Rights. The holders of shares of Series E
Preferred Stock shall not be entitled, as of right, to purchase or subscribe
for any part of the unissued Series E Preferred Stock, any UPC Common Stock, or
any other capital stock of the Corporation, or to purchase or subscribe for any
bonds, certificates of indebtedness, debentures, or other securities
convertible into, or carrying options, warrants or rights to purchase, any
stock or other securities of the Corporation, or to purchase or subscribe for
any stock or any securities of the Corporation purchased by the Corporation or
by its nominee or nominees, or to have any other preemptive rights now or
hereafter defined by the laws of the State of Tennessee.
4. Liquidation. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Series E Preferred Stock shall be entitled to
receive, after payment or provision for payment of all debts but before any
distribution of assets may be made to the holders of UPC Common Stock or any
other stock of the Corporation ranking junior to the Series E Preferred Stock
as to the distribution of assets on liquidation, dissolution or winding up of
the Corporation, out of assets of the Corporation available for distributions
to its shareholders, $25.00 per share (the "Liquidation Value"), plus, in each
case, accrued and unpaid dividends thereon from (but not including) the day of
original issuance to the date of payment thereof. After such payment has been
made in full to the holders of the outstanding shares of Series E Preferred
Stock (or funds necessary for such payment have been set aside in trust for the
account of such holders so as to be and to continue to be available therefor),
the holders of Series E Preferred Stock shall be entitled to no further
distributions, and the remaining assets of the Corporation shall be divided and
distributed among the holders of UPC Common Stock (subject to any senior rights
of any holders of any other capital stock of the Corporation entitled to
participate with the UPC Common Stock as to the distribution of assets) then
outstanding according to their respective rights as shareholders. If,
Page 13 of Union Planters Corporation Charter
<PAGE> 15
upon any liquidation, dissolution or winding up of the Corporation, the net
assets of the Corporation, or proceeds thereof available for distribution among
the holders of Series E Preferred Stock should be insufficient to permit
payment in full of the preferential amount aforesaid and liquidating payments
on any other Preferred Stock ranking, as to liquidation, dissolution or winding
up, on a parity with the Series E Preferred Stock, then such assets, or the
proceeds thereof, shall be distributed among the holders of Series E Preferred
Stock and the holders of any such other Preferred Stock ranking on a parity
with the Series E Preferred Stock ratably in accordance with the respective
amounts which would be payable on such shares of Series E Preferred Stock and
on any such other Preferred Stock ranking on a parity with the Series E
Preferred Stock if all amounts payable thereon were paid in full. Neither the
consolidation or merger of the Corporation with or into any other corporation
or corporations, nor a reorganization of the Corporation alone, nor the sale or
transfer by the Corporation of all or substantially all of its assets shall be
deemed a "liquidation, dissolution or winding up of the Corporation" within the
meaning of this paragraph 4.
5. Right of Holders of Series E Shares to Vote.
(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the Series E Preferred Stock shall
have no voting rights except for those which may be required by the laws of the
State of Tennessee.
(b) So long as any shares of Series E Preferred
Stock remain outstanding, the consents of the holders of at least two-thirds
(2/3ds) of the shares of Series E Preferred Stock outstanding at the time
(voting separately as a class together with all other series of Preferred Stock
of the Corporation ranking on a parity with the Series E Preferred Stock either
as to dividends or the distribution of assets upon liquidation, dissolution or
winding up and upon which like voting rights have been conferred and are
exercisable) given in person or by proxy, either in writing or at any special
or annual meeting called for the purpose, shall be necessary to permit, effect
or validate any one or more of the following actions:
(i) the authorization, creation or
issuance of a new class or series of shares of capital stock of the Corporation
having rights, preferences or privileges senior to the Series E Preferred
Stock, or any increase in the number of authorized shares of any class or
series having rights, preferences or privileges senior to the Series E
Preferred Stock; or
(ii) the amendment, alteration or
repeal, whether by merger, consolidation or otherwise, of any of the provisions
of the Corporation's Charter which would materially and adversely affect any
right, preference, privilege or voting power of the Series E Preferred Stock or
of the holders thereof; provided, however, that any increase in the amount of
authorized UPC Common Stock or Preferred Stock or the authorization, creation
or issuance of any other series of UPC Common Stock or Preferred Stock, in each
case ranking on a parity with, or junior to the Series E Preferred Stock with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to "materially and
adversely affect" such rights, preferences, privileges or voting powers of the
Series E Preferred Stock.
(c) The foregoing voting provisions shall not
apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected (i) all outstanding shares of
Series E Preferred Stock shall have been redeemed or called for redemption and
(ii) funds shall have been deposited in trust in an amount sufficient to effect
such redemption as provided herein.
6. Redemption.
(a) The shares of Series E Preferred Stock shall be
redeemable, in whole or in part, only at the option of the Corporation by
resolution of its Board of Directors but only with the prior consent of the
Board of Governors of the Federal Reserve System, or of the appropriate Federal
Reserve Bank acting under delegated authority, or their successors, at any time
and from time to time on or after March 1, 1997, at a price "Redemption Price"
of $25.00 per share, plus all dividends accrued and unpaid on such Series E
Preferred Stock from (but not including) the day of original issuance up to the
Redemption Date (as defined below). Notwithstanding the foregoing sentence of
this Section, the Corporation may acquire Series E Preferred Stock in any other
lawful manner permitted by its Charter or Bylaws.
(b) In the event that less than the entire amount of
Series E Preferred Stock outstanding is to be redeemed at any one time, the
shares to be redeemed shall be selected by lot or pro rata (as nearly as may
be) or by any other method determined by the Board of Directors of the
Corporation in its sole discretion to be equitable.
(c) Notice of any redemption, whether whole or
partial, shall be given by United States first class mail, postage prepaid,
deposited in the mail not less than 30 nor more than 60 days prior to the
Redemption Date, addressed to each holder of record of the shares selected for
redemption at such holders' respective addresses as the same shall appear on
the stock register of the Corporation. Each such notice shall state: (1) the
date designated by the Board of Directors as the "Redemption Date"; (2) the
number of shares of Series E Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the Redemption Price and the manner
in which the Redemption Price is to be paid and delivered; (4) the place or
places where certificates representing and evidencing such shares are to be
surrendered for payment of the Redemption Price; and (5) that dividends on the
shares to be redeemed will cease to accrue on such Redemption Date. No failure
to mail such notice or any defect therein or in the mailing thereof shall
affect the validity of the proceedings for redemption. Any notice mailed in
the manner herein provided shall be conclusively presumed to have been duly
given whether or not the holder receives the notice. On the Redemption Date,
or on such earlier date as the Board of Directors shall designate for payment
of the Redemption Price (unless the Corporation shall default in the payment of
the Redemption Price as set forth in such notice), the holders of shares of
Series E Preferred Stock selected for redemption and to whom notice has been
duly given shall cease to be shareholders with respect to such shares of Series
E Preferred Stock and shall have no interest in, or claim against the
Corporation by virtue thereof and shall have no dividend, voting or other
rights with respect to such shares except the right to receive the moneys
payable upon such redemption from the Corporation or otherwise, without
interest thereon, upon surrender (and proper endorsement, if required by the
Corporation) of the certificates, and the shares represented thereby shall no
longer be deemed to be outstanding. The Corporation's obligation to provide
funds for redemption shall be deemed fulfilled if, on or before the Redemption
Date, the Corporation shall have deposited with a bank or trust company (which
may be an affiliate of the Corporation), having an office or agency in Memphis,
Tennessee, having a capital and surplus of at least $50,000,000, or with any
other such bank or trust company located in the continental United States as
may be designated from time to time by the
Page 14 of Union Planters Corporation Charter
<PAGE> 16
Corporation, funds necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series E Preferred Stock so called for redemption. Any interest accrued on
such funds shall be paid to the Corporation from time to time. Any funds so
deposited and unclaimed at the end of six years from such Redemption Date shall
be repaid or released to the Corporation, after which the holder or holders of
such shares of Series E Preferred Stock so called for redemption shall look
only to the Corporation for payment of the Redemption Price. Upon redemption
of Series E Preferred Stock in the manner set out herein, or upon the purchase
of Series E Preferred Stock by the Corporation, the Series E Preferred Stock so
acquired by the Corporation shall be retired and canceled and shall be restored
to the status of authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued, but not as shares of
Series E Preferred Stock.
7. Ranking.
(a) Any class or series of stock of the Corporation
shall be deemed to rank:
(i) "senior to" the Series E Preferred Stock
if the holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of Series E
Preferred Stock; and
(ii) "on a parity with" the Series E
Preferred Stock if the holders of such class or series of stock and the holders
of the Series E Preferred Stock shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority one over the other whether or not the
dividend rates, dividend payment dates or redemption or liquidation prices per
share of such other class or series of stock are different from those of the
Series E Preferred Stock.
(b) The Series E Preferred Stock shall rank on a
parity with the Corporation's Series B Preferred Stock, the Corporation's
Series C Preferred Stock, the Corporation's Series D Preferred Stock and the
Corporation's Series A Preferred Stock, if and when shares of such Series A
Preferred Stock should be issued.
8. Conversion of Series E Preferred Stock. The
registered holders of shares of Series E Preferred Stock shall have the right,
at their option, to convert such shares into shares of UPC Common Stock (and,
upon the occurrence of a certain type of merger, into other assets) on the
following terms and conditions:
(a) The registered holders of the Series E Preferred
Stock shall have the right at any time after the date of its original issuance
but prior to the Redemption Date designated in the notice of redemption given
to such holders in accordance with the provisions of Section 6, to convert each
share of the Corporation's Series E Preferred Stock registered in the name of
such holders into 1.25 shares of the Corporation's Common Stock having a par
value of $5.00 per share. The Series E Preferred Stock shall not be
convertible into any other class or classes or any other series of any class or
classes of capital stock (or any other equity or debt security) of the
Corporation.
(b) On presentation and surrender to the
Corporation at any office or agency maintained for the transfer of the Series E
Preferred Stock (the "Transfer Agent") of the certificates representing and
evidencing Series E Preferred Stock so to be converted, duly endorsed for
conversion, the holder of such Series E Preferred Stock shall be entitled,
subject to the limitations herein contained, to receive in exchange therefor a
certificate or certificates for fully paid and nonassessable shares, and cash
for fractional shares (if any) of UPC Common Stock or other securities pursuant
to subsection (d) below on the basis set forth. The Series E Preferred Stock
shall be deemed to have been converted and the person converting the same shall
be deemed to have become the holder of record of UPC Common Stock, for the
purpose of receiving dividends and for all other purposes whatsoever as of the
date when the certificate or certificates representing and evidencing such
Series E Preferred Stock shall have been surrendered to the Transfer Agent as
aforesaid. The holder of Series E Preferred Stock shall be responsible for
selection of the method of delivery to the Transfer Agent of any share
certificates intended to be surrendered for conversion and the Corporation
shall have no risk or liability for the loss or late delivery of certificates
for conversion. Properly endorsed certificates must be physically received by
the Transfer Agent no later than the close of business on the Business Day next
preceding the designated Redemption Date in order for the conversion to become
effective. The Corporation shall not be required to make any such conversion,
and no surrender of the Series E Preferred Stock shall be effective for such
purposes, while the books for the transfer of either class of stock are closed
for any purpose, but the surrender of such shares of Series E Preferred Stock
for conversion during any period while such books are closed shall become
effective for all purposes of conversion immediately upon the reopening of such
books, as if the conversion had been made on the date such shares of Series E
Preferred Stock were surrendered.
(c) If at any time, or from time to time, the
Corporation should (i) declare and pay on, or in respect of, the UPC Common
Stock any dividend payable in shares of UPC Common Stock; or (ii) subdivide the
outstanding shares of UPC Common Stock into a greater number of shares, or
contract the number of outstanding shares of Series E Preferred Stock by
combining such shares into a smaller number of shares; or (iii) contract the
number of outstanding shares of the UPC Common Stock by combining such shares
into a smaller number of shares, or (iv) subdivide the outstanding shares of
Series E Preferred Stock into a greater number of shares of Series E Preferred
Stock, the Conversion Ratio shall be proportionately adjusted as of such time.
(d) If the Corporation should consolidate with,
or merge into any corporation or reclassify outstanding shares of UPC Common
Stock (other than by way of subdivision or contraction of such shares), each
share of Series E Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or property of the Corporation,
or of the entity resulting from such consolidation or merger, to which a holder
of the number of shares of UPC Common Stock deliverable upon conversion of such
share of Series E Preferred Stock would have been entitled upon such
consolidation, merger or reclassification, had the holder of such share of
Series E Preferred Stock exercised his right of conversion and had such shares
been issued and outstanding and had such holder been the holder of record of
such UPC Common Stock at the time of such consolidation, merger or
reclassification and the Corporation shall make lawful provision therefor as a
part of such consolidation, merger or reclassification.
(e) Whenever the conversion ratio or the type of
consideration other than UPC Common Stock receivable by the holder upon
conversion of the Series E Preferred Stock is required to be adjusted, as
herein provided, the Corporation shall promptly file with the transfer agent
for the UPC Common
Page 15 of Union Planters Corporation Charter
<PAGE> 17
Stock and simultaneously provide to each holder of record of Series E Preferred
Stock a statement signed by the President or a Vice President or the Secretary
or the Treasurer setting forth the adjusted conversion ratio and, if
applicable, a description of the consideration receivable upon consummation,
determined as so provided. Such statement shall set forth in reasonable detail
such facts as may be necessary to show the reason for and the manner of
computing such adjustments.
(f) The Corporation shall pay any and all taxes
which may be imposed upon it with respect to the issuance and delivery of UPC
Common Stock upon the conversion of the Series E Preferred Stock as herein
provided. The Corporation shall not be required in any event to pay any
transfer or other taxes by reason of the issuance of such UPC Common Stock in
names other than those in which the Series E Preferred Stock surrendered for
conversion may stand, and no such conversion or issuance of UPC Common Stock
shall be made unless and until the person requesting such issuance has paid to
the Corporation the amount of any such tax, or has established to the
satisfaction of the Corporation and its transfer agent, if any, that such tax
has been paid or is not required. Upon any conversion of Series E Preferred
Stock as herein provided, no adjustment or allowance shall be made for
dividends on the Series E Preferred Stock so converted, and all rights to
dividends, if any, shall cease and be deemed satisfied; provided, however, that
nothing in this section shall be deemed to relieve the Corporation from its
obligation to pay any dividends which shall have been declared and shall be
payable to holders of Series E Preferred Stock of record as of a date prior to
such conversion even though the payment date for such dividend may be
subsequent to the date of conversion.
(g) If any shares of Series E Preferred Stock
should be converted into UPC Common Stock at a time when the UPC Common Stock
into which such Series E Preferred Stock is convertible has attached or
attributable thereto Rights issued pursuant to the UPC Share Purchase Rights
Agreement, the surrender of such Series E Preferred Stock shall effectively
cancel all Rights attached or attributable to the share(s) of Series E
Preferred Stock so converted.
9. Reservation of UPC Common Stock. The Corporation
shall, so long as any of the Series E Preferred Stock shall remain outstanding,
reserve and keep available out of its authorized and unissued UPC Common Stock,
solely for the purpose of effecting the conversion of the Series E Preferred
Stock, such number of shares of UPC Common Stock as shall, from time to time,
be sufficient to effect the conversion of all shares of the Series E Preferred
Stock then outstanding. The Corporation shall, from time to time, increase its
authorized UPC Common Stock and take such other actions as may be necessary to
permit the issuance from time to time of the shares of the UPC Common Stock, as
fully paid and nonassessable shares, upon the conversion of the Series E
Preferred Stock in the manner herein provided.
10. Debt Obligations. The Corporation, at any time and
from time to time, may authorize the issuance of debt obligations, whether or
not subordinated, without the approval of any of its shareholders.
11. Definitions. For purposes of subparagraph (j) of
Article Sixth of the Charter:
(a) The term "outstanding", when used in reference
to shares of stock, shall mean shares which are authorized and issued,
excluding shares held by the Corporation or by a subsidiary of the Corporation
(other than in a fiduciary capacity), and excluding shares called for
redemption, funds for the redemption of which shall have been set aside by the
Corporation or deposited in trust in the manner provided herein;
(b) The amount of dividends "accrued" on any
share of Series E Preferred Stock as of the last day of the applicable
Quarterly Dividend Period (the "Quarterly Dividend Date") shall be deemed to be
the amount of any unpaid dividends accumulated thereon to and including such
Quarterly Dividend Date, whether or not earned or declared, and the amount of
dividends "accrued" on any shares of Series E Preferred Stock as at any date
other than a Quarterly Dividend Date shall be deemed to be (i) the amount of
any unpaid dividends accumulated thereon to and including the last preceding
Quarterly Dividend Date, whether or not earned or declared, plus (ii) an amount
calculated on the basis of the annual dividend rate fixed for the shares of
Series E Preferred Stock (8%) for the period subsequent to such last preceding
Quarterly Dividend Date to and including the date as of which the calculation
is made, based on a 360-day year of 12 consecutive 30-day months and the actual
number of days elapsed in the latter period.
COMMON STOCK
(a) Shares of Common Stock may be issued at such time or times and
for such consideration or considerations (not less than the par value thereof)
as the Board of Directors may deem advisable subject to such limitations as may
be set forth in the laws of the State of Tennessee or the Charter or the Bylaws
of the Corporation.
(b) Except as provided by law or this Charter, each holder of Common
Stock shall have one vote in respect of each share of stock held by him of
record on the books of the Corporation on all matters voted upon by the
shareholders.
(c) Subject to the preferential dividend rights, if any, applicable
to shares of Preferred Stock and subject to applicable requirements, if any,
with respect to the setting aside of sums for purchase, retirement or sinking
funds for Preferred Stock, the holders of Common Stock shall be entitled to
receive, to the extent permitted by law, such dividends as may be declared from
time to time by the Board of Directors.
(d) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding up of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of Preferred Stock, holders of Common Stock shall be
entitled to receive all of the remaining assets of the Corporation of whatever
kind available for distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively. The Board of
Directors may distribute in kind to the holders of Common Stock such remaining
assets of the Corporation or may sell, transfer or otherwise dispose of all or
any part of such remaining assets to any other person, corporation, trust, or
other entity and receive payment therefor in cash, stock or obligations of such
other corporation, trust or entity, or any combination thereof, and may sell
all or any part of the consideration so received and distribute any balance
thereof in kind to holders of Common Stock. Neither the merger or
consolidation of the Corporation into or with any other corporation, nor the
merger of any other corporation into it, nor any purchase or redemption of
shares of stock of the Corporation of any class, shall be deemed to be a
dissolution, liquidation or winding up of the Corporation for the purposes of
this paragraph.
Page 16 of Union Planters Corporation Charter
<PAGE> 18
(e) Such numbers of shares of Common Stock as may from time to time
be required for such purpose shall be reserved for issuance (i) upon conversion
of any shares of Preferred Stock or any other obligation of the Corporation
convertible into shares of Common Stock which is at the time outstanding or
issuable upon exercise of any options or warrants at the time outstanding, and
(ii) upon exercise of any options or warrants at the time outstanding to
purchase shares of Common Stock.
SEVENTH: MINIMUM CAPITAL TO COMMENCE BUSINESS:
The Corporation will not commence business until consideration of one
thousand dollars ($1,000) has been received for the issuance of shares.
EIGHTH: NO PREEMPTIVE RIGHTS:
Neither the holders of Common Stock, nor the holders of Preferred
Stock nor the holders of any securities convertible into, exchangeable for or
carrying any rights to subscribe to any class of capital stock of the
Corporation shall, as such holders, have any right to acquire, purchase or
subscribe for any shares of the Common Stock or Preferred Stock of the
Corporation or any class of capital stock or any securities convertible into,
exchangeable for, or carrying any rights to subscribe to, shares of Common
Stock or any such other class of capital stock of the Corporation, which it may
hereafter issue or sell (whether out of the number of shares now or hereafter
authorized by this Charter, or out of any shares of the Common Stock or other
capital stock of the Corporation acquired by it after the issuance thereof, or
otherwise), other than such right, if any, as the Board of Directors of the
Corporation in its discretion may determine.
NINTH: DIRECTORS:
The number of directors of the Corporation shall be such number, not
less than seven (7) nor more than twenty-five (25), as shall be provided from
time to time in the Bylaws, provided that no amendment to the Bylaws decreasing
the number of directors shall have the effect of shortening the term of any
incumbent director, and provided further that no action shall be taken by the
directors (whether through amendment of the Bylaws or otherwise) to increase
the number of directors as provided in the Bylaws from time to time unless at
least sixty-six and two-thirds percent (66-2/3%) of the directors then in
office shall concur in said action. Directors need not be shareholders of the
Corporation nor need they be residents of Tennessee.
The Board of Directors shall be divided into three classes of
directors which shall be designated Class I, Class II and Class III. Such
classes shall be as nearly equal in number as the then total number of
directors constituting the entire board shall permit, with the terms of office
of all members of one class expiring each year. Should the number of directors
fixed by the Bylaws not be equally divisible by three, the excess director or
directors shall be assigned to Classes III or II as follows: (i) if there
shall be an excess of one directorship over a number equally divisible by
three, such extra directorship shall be classified in Class III; and (ii) if
there be an excess of two directorships over a number equally divisible by
three, one shall be classified in Class II and the other in Class III. At the
annual meeting of shareholders in 1981: directors of Class I shall be elected
to hold office for a term expiring at the next succeeding annual meeting;
directors of Class II shall be elected to hold office for a term expiring at
the second succeeding annual meeting; and directors of Class III shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. At each annual meeting of shareholders after 1981, the successors to
the members of the class of directors whose terms shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting, except that the successor to any director who shall have been elected
by the directors to fill a vacancy whose term shall expire at such meeting
shall be elected by the shareholders for a term expiring at the same time as
the terms of other members of the same class. Any director elected by the
Board of Directors to fill a vacancy (whether or not such vacancy shall have
been created by an increase in the number of directors) shall serve only until
the next annual meeting of the shareholders. Notwithstanding the foregoing,
any director whose term shall expire at any annual meeting shall continue to
serve until such time as his successor shall have been duly elected and shall
have qualified unless his position on the Board shall have been abolished by
action taken to reduce the size of the Board prior to said meeting.
Should the number of members of the Corporation's Board as fixed by
the Bylaws be reduced by amendment thereof, the Board shall designate, by the
name of the incumbent(s), the position(s) to be abolished, the first being
selected from Class II should the number of members of that Class exceed the
number of members of Class I, the second being selected from Class III should
the number of its members exceed the number of members of Class I, and others,
in sequence from Classes I, II, III, I, II, III, etc. in that order. Should
additional directorships be created pursuant to amendment of the Bylaws, they
shall be allocated first to Class II and then to Class I as may be required to
make equal the number of directorships in each class. Should the number of
directorships be equal as among the three classes, newly created positions
shall be assigned first to Class III, then to Class II, then to Class I, etc.
Notwithstanding any other provisions of this Charter or the Bylaws
(and notwithstanding the fact that some lesser percentage may be specified by
law, the Charter or the Bylaws of this Corporation), the affirmative vote of
the holders of sixty-six and two-thirds percent (66 2/3%) or more of the
outstanding shares of capital stock of this Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) shall be required (a) to amend, alter, change or repeal this ARTICLE
NINTH of the Charter or (b) to remove from office any director of this
Corporation whether with or without cause.
TENTH: NO CUMULATIVE VOTING FOR DIRECTORS:
Directors shall be elected by a plurality of the votes cast in the
election. No cumulative voting shall be permitted with respect to the election
of directors.
ELEVENTH: CERTAIN POWERS DEFINED:
The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of its
directors and shareholders:
(a) All corporate powers of the Corporation shall be exercised by its
Board of Directors except as otherwise provided by law, provided, however, that
the Board of Directors, by a resolution adopted by a majority of the entire
Board, may designate an Executive Committee consisting of five (5) or more
directors, and other committees, consisting of five (5) or more directors, and
may delegate to such committee or committees all such
Page 17 of Union Planters Corporation Charter
<PAGE> 19
authority of the Board that it deems desirable, except that no such committee
or committees, unless specifically so authorized by the Board, shall have and
exercise the authority of the Board to:
(1) adopt, amend or repeal the Bylaws;
(2) submit to the shareholders of the Corporation any action
requiring shareholders' authorization under the Tennessee Business
Corporation Act;
(3) fill vacancies in the Board or in any committee;
(4) declare dividends or make other corporate distributions;
nor
(5) issue or reissue any Common Stock, or Preferred Stock, or
any obligation of the Corporation exchangeable for or convertible into
its capital stock of any class or any warrant, right or option to
acquire the same.
The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent member or members at any meeting
of such committee. Each such committee shall serve at the pleasure of the
Board. The designation of any such committee shall serve at the pleasure of
the Board. The designation of any such committee and the delegation thereto of
authority shall not relieve any director of any responsibility imposed by law.
To the extent consistent with law, this Charter and the Bylaws of the
Corporation relating to the conduct of meetings of the Board shall govern
meetings of the Executive and other committees.
(b) Whenever under the Tennessee Business Corporation Act
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken, signed by all of the persons or entities entitled to vote thereon.
Directors may take any action which they are required or permitted to take
under the Tennessee Business Corporation Act without a meeting in the same
manner.
(c) The Board of Directors shall have the power to adopt, amend or
repeal the Bylaws of the Corporation by a majority vote of the entire Board,
but any Bylaw so adopted by the Board may be further amended or repealed by
action of the shareholders of the Corporation. The Bylaws may contain any
provision for the regulation and management of the business or affairs of the
Corporation not inconsistent with law and this Charter.
(d) The Board of Directors shall have power from time to time to set
apart out of any funds of the Corporation available for dividends a reserve or
reserves for any proper purpose, and to abolish any such reserve.
(e) The Board of Directors from time to time shall determine whether
and to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them, shall be
open to the inspection of the shareholders, and no shareholder shall have any
right to inspect any account, book or document of the Corporation except as
conferred by statute, the Bylaws or as authorized by resolution of the Board of
Directors.
(f) The Board of Directors of the Corporation, without the vote of
the shareholders, may distribute to its shareholders out of its capital surplus
a portion of its assets, in cash or in property, in accordance with and subject
to the limitations imposed by Section 48-16-401 of the Tennessee Business
Corporation Act, provided however, that no such distribution shall be made to
the holders of any class of shares until adequate provision shall be made for
any sinking fund requirements applicable to the retirement of Preferred Stock
of the Corporation.
(g) The Corporation shall have the right to purchase or otherwise
acquire its own shares in accordance with Section 48-16-302 of the Tennessee
Business Corporation Act to the extent of unreserved and unrestricted earned
surplus available therefor, or, if such unreserved and unrestricted earned
surplus is not available, to the extent of unreserved and unrestricted capital
surplus available therefor.
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the Corporation may
indemnify or purchase and maintain insurance to indemnify any of its directors,
officers, employees or agents and any persons who may serve at the request of
the Corporation as directors, officers, employees, trustees or agents of any
other corporation, firm, association, national banking association,
state-chartered bank, trust company, business trust, organization or any other
type of entity whether or not the Corporation shall have any ownership interest
in such entity. Such indemnification(s) may be provided for in the Bylaws, or
by resolution of the Board of Directors or by appropriate contract with the
person involved.
THIRTEENTH: CHARTER AMENDMENTS:
The Corporation reserves the right to amend, alter, change or repeal
any provision made in this Charter, in the manner now or hereafter prescribed
by the laws of the State of Tennessee, and all rights conferred herein upon
shareholders and the Board of Directors are granted subject to this
reservation.
FOURTEENTH: SPECIAL VOTE IN CERTAIN CASES:
(a) Except as otherwise expressly provided in Paragraph 4 of this
ARTICLE FOURTEENTH, the affirmative vote of the holders of sixty-six and
two-thirds percent (66 2/3%) or more of the outstanding shares of capital stock
of this Corporation entitled to vote generally in the election of directors,
considered for the purposes of this ARTICLE FOURTEENTH as one class, shall be
required to authorize:
(1) any merger or consolidation of this Corporation with
or into any other corporation, or other entity; or
(2) any sale, lease, exchange, or other disposition of
all or substantially all of the assets of this Corporation to or with any other
corporation, person, or other entity, if, as of the "Date of Determination" as
defined in this ARTICLE FOURTEENTH, such other corporation, person, or entity
is the "Beneficial Owner," directly or indirectly, of ten percent (10%) or more
of the outstanding shares of capital
Page 18 of Union Planters Corporation Charter
<PAGE> 20
stock of this Corporation entitled to vote generally in the election of
directors, considered for the purposes of this ARTICLE FOURTEENTH as one class.
Such affirmative vote shall be required notwithstanding the fact that some
lesser percentage may be specified in law or any agreement with any national
securities exchange.
(b) For purposes of this ARTICLE FOURTEENTH, any corporation,
person, or other entity shall be deemed to be the "Beneficial Owner" of any
shares of capital stock of this Corporation (i) which it or any "Affiliate" or
"Associate" of it (as defined in this ARTICLE FOURTEENTH) has the right to
acquire pursuant to any agreement, or upon exercise of conversion rights,
warrants, or options, or otherwise, or (ii) which are "Beneficially Owned,"
directly or indirectly (including shares being owned through application of
clause (i) above), by any other corporation, person or entity which is its
"Affiliate" or "Associate" (as defined in this ARTICLE FOURTEENTH) or with
which it or any "Affiliate" or "Associate" or it has any agreement,
arrangement, or understanding for the purpose of acquiring, holding, voting, or
disposing of the capital stock of this Corporation. For the purposes of this
ARTICLE FOURTEENTH, the outstanding shares of any class of capital stock of
this Corporation shall include shares deemed owned through the application of
clauses (i) and (ii) above but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants, or options, or otherwise.
(c) The Board of Directors of this Corporation shall have the
power and duty to determine for the purposes of this ARTICLE FOURTEENTH, on the
basis of information then known to it, whether any corporation, person, or
other entity "Beneficially Owns" ten percent (10%) or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, or is an "Affiliate" or an "Associate" (as defined in
this ARTICLE FOURTEENTH) or another. Any such determination by the Board of
Directors made in good faith shall be conclusive and binding for all purposes
of this ARTICLE FOURTEENTH.
(d) The provisions of this ARTICLE FOURTEENTH shall not apply to
any merger or consolidation of this Corporation with or into, or any sale,
lease, exchange, or other disposition of any assets of this Corporation to, any
corporation or entity of which a majority of the outstanding shares of all
classes of capital stock entitled to vote generally in the election of
directors, considered for this purpose as one class, is owned of record or
beneficially by this Corporation and its subsidiaries.
(e) As used in this ARTICLE FOURTEENTH, the following terms shall
have the following meanings:
(1) Affiliate. An "Affiliate" of, or a person
"affiliated" with, a specific person, means a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person specified.
(2) Associate. The term "Associate" used to indicate a
relationship with any person, means (i) any corporation or organization (other
than this Corporation or a majority-owned subsidiary of this Corporation) of
which such person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of equity
securities, (ii) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, (iii) any relative or spouse of such person,
or any relative of such spouse, who has the same home as such person, or (iv)
any investment company registered under the Investment Company Act of 1940 for
which such person or any affiliate of such person serves as investment adviser.
(3) Date of Determination. The term "Date of
Determination" means (i) the date on which a binding agreement (except for the
fulfillment of conditions precedent, including, without limitation, votes of
shareholders to approve such transaction) is entered into by this Corporation,
as authorized by its Board of Directors, and another corporation, person or
other entity providing for any merger or consolidation of this Corporation or
any sale, lease, exchange or disposition of all or substantially all of the
assets of this Corporation, as referred to in Paragraph 1 in this ARTICLE
FOURTEENTH; or, (ii) if such an agreement as referred to in item (i) is amended
so as to make it less favorable to this Corporation and its shareholders, the
date on which such amendment is approved by the Board of Directors of this
Corporation, or, (iii) in cases where neither item (i) nor item (ii) shall be
applicable, the record date for the determination of shareholders of this
Corporation entitled to notice of and to vote upon the transaction in question.
The Board of Directors of this Corporation shall have the power and duty to
determine for the purposes of this ARTICLE FOURTEENTH the Date of Determination
as to any transaction. Any such determination by the Board of Directors made
in good faith shall be conclusive and binding for all purposes of this ARTICLE
FOURTEENTH.
(f) The provisions of this ARTICLE FOURTEENTH as to the vote
required for any action described herein, shall apply in addition to any other
provision for a vote required with respect to such action by law or otherwise.
Notwithstanding any other provisions of this Charter or the Bylaws (and
notwithstanding the fact that some lesser percentage may be specified in law,
the Charter, or the Bylaws), the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) or more of the outstanding shares of capital
stock of this Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required to
amend, alter, or repeal this ARTICLE FOURTEENTH.
Page 19 of Union Planters Corporation Charter
