<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[x] Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (Fee required).
For the fiscal year ended November 30, 1994
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required).
For the transition period from _____________ to _____________
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 383-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of November 30, 1994 and 1993 annexed
as Exhibit A hereto are hereby incorporated by reference herein, and are
included as a part of this Annual Report.
ADDITIONAL EXHIBIT:
B Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan's Administrative Committee has duly caused this
annual report to be signed by the undersigned hereunto duly
authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: May 25, 1995
By: /s/ Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/ John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
EXHIBIT A
1
<PAGE> 4
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
NOVEMBER 30, 1994 AND 1993
2
<PAGE> 5
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants 4
Financial Statements
Statement of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-12
Additional Information
Schedule of Investments at November 30, 1994 13-16
Schedule of Reportable Transactions for the Year Ended November 30, 1994 17
</TABLE>
All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
3
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan")
at November 30, 1994 and 1993, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in Note 1 to the financial statements, various plans were merged
with the Plan during the year ended November 30, 1994.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 ("ERISA").
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ Price Waterhouse LLP
Memphis, Tennessee
May 19, 1995
4
<PAGE> 7
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOVEMBER 30,
1994 1993
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 3,727,860 $ 4,343,254
U.S. Treasury securities 1,945,048 3,724,662
U.S. Government agency securities 2,989,571 1,490,294
Municipal obligations 500,000 507,400
Corporate notes 6,225,304 6,857,158
Mutual funds 15,991,842 15,874,159
Equity in common trust fund 8,458,320 8,408,601
Notes receivable from participants 177,234 101,858
----------- -----------
Total investments (cost of $37,964,805 in 1994 and
$36,942,070 in 1993) 40,015,179 41,307,386
Cash 702,118 100
Due from brokers 2,397,290
Accrued interest and dividends receivable 260,687 209,272
Contributions receivable 289,989 312,425
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $43,665,263 $41,829,183
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 8
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
NOVEMBER 30,
1994 1993
---- ----
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 2,205,364 $ 1,688,688
Net realized loss on sale of investments (434,429) (44,867)
Net change in unrealized (depreciation)
appreciation in the fair value of investments (1,613,986) 1,450,747
----------- -----------
Net investment income 156,949 3,094,568
----------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 3,402,754 2,955,203
Employer contributions 2,678,287 2,159,381
Rollovers of assets (Note 6) 1,105,992 1,668,068
----------- -----------
Total contributions and rollovers 7,187,033 6,782,652
----------- -----------
Total additions 7,343,982 9,877,220
DISTRIBUTIONS
Payments to participants (5,932,110) (3,264,409)
----------- -----------
Net increase 1,411,872 6,612,811
Mergers of other plans (Note 1) 424,208 2,788,520
Net assets at beginning of period 41,829,183 32,427,852
----------- -----------
NET ASSETS AT END OF PERIOD $43,665,263 $41,829,183
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 9
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation (the
"Corporation") 401(k) Retirement Savings Plan (the "Plan") are prepared
using the accrual basis of accounting.
BASIS OF PRESENTATION
During the year ended November 30, 1994, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ------ --------------
<S> <C> <C>
First Citizens Bank January 1, 1994 $120,069
401(k) Savings Plan
First National Bank of Shelbyville July 7, 1994 304,139
401(k) Plan --------
$424,208
========
</TABLE>
INVESTMENT SECURITIES
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for equity
in common trust fund investments represents the estimated fair value as
determined in good faith by the Trustee of the fund. Many factors are
considered in arriving at fair value; however, the realization value is the
primary factor. The Plan recognizes realized gains and losses using the
revalued cost method whereby realized gains and losses are calculated on
sales proceeds less current value at the beginning of the year or
acquisition cost if acquired during the year. Unrealized gains and losses
are calculated as current value of the investment held at the end of the
year less the current value at the beginning of the year or acquisition
cost if acquired during the year. Investment securities transactions are
recorded on a trade-date basis.
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public Accountants
Audit and Accounting Guide, "Audits of Employee Benefit Plans" dated May 1,
1994, benefit payments payable to terminated participants totaling
$1,022,160 and $2,038,639 at November 30, 1994 and 1993, respectively, have
not been included in the statement of net assets available for benefits.
7
<PAGE> 10
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
2. PLAN DESCRIPTION
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1985 to maintain compliance
with certain legislative requirements which had been revised. Effective
January 1, 1989, the Union Planters Corporation Thrift and Savings Plan was
converted into the Union Planters Corporation 401(k) Retirement Savings
Plan.
The Plan is a defined contribution plan available to all employees of the
Corporation and its participating subsidiaries who complete one year of
service and work 1,000 or more hours per year. Participation may be
elected by the employee beginning any month following the satisfaction of
the eligibility requirements. In order to participate, the employee must
elect a Member Basic Contribution, which may be 1% to 16% of the employee's
gross salary up to $200,000 or Base Pay if Base Pay is greater than
$200,000. The maximum contribution allowable by law was $8,994 and $8,728
for Plan years ending November 30, 1994 and 1993, respectively, and is
increased each year based on the cost of living index. This contribution
is made through pretax payroll deductions and is matched by the Corporation
up to 6% of compensation based on a percentage determined by the employee's
length of service as follows: 50% for employees with up to 10 years of
participating service, 75% for employees with 10 to 25 years of
participating service and 100% for employees with 25 or more years of
participating service. The matching percentage for employees who have
participated in the Plan since its inception is determined based on their
years of total service rather than their participating service.
Once the Member Basic Contribution has been elected, the employee may elect
several additional contribution options (none of which are matched by the
Corporation) as follows:
Flex dollar contribution - an employee may elect to have all or a portion
of Corporation provided flexible benefit dollars invested in their Plan
account.
Rollover contribution - an employee receiving a lump sum distribution from
a qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution
in prior periods is not required to make a rollover contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made in 1994 or 1993.
8
<PAGE> 11
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
2. PLAN DESCRIPTION (CONTINUED)
Plan participants are 100% vested in their contributions and the flex
dollar contributions made on their behalf. They are also 100% vested in
the related earnings through the most recent Plan year end. Any earnings
accruing during the year in which an employee terminates are forfeited by
the employee unless distribution of account balance is delayed until after
the end of the Plan year. Vesting in Corporation contributions and related
earnings commences after 5 years of participating service with 100%
vesting. Total vesting may also occur upon total disability, death,
retirement or other events as defined.
Contributions of the members and the forfeitures for the preceding year are
allocated on each annual valuation date prior to taking into account the
Corporation contributions. Upon retirement, total disability or death,
participants or their beneficiaries become eligible for distribution within
60 days following the Plan year end. Upon termination, participants become
eligible for distributions within 60 days following the end of the month of
such termination.
The Plan Administrator may make loans to Plan participants, former
participants and beneficiaries only for purposes of purchasing a primary
residence or for post-secondary education of an immediate family member.
The Plan is administered by a 401(k) Retirement Savings Plan Administrative
Committee (the "Committee") composed of certain Corporation affiliated
members appointed by the Corporation's Board of Directors (the "Board"). A
Plan Trustee is appointed by the Board and receives all contributions and
pays benefits in accordance with instructions given by the Committee. In
1986, the Board appointed Union Planters National Bank as Trustee of the
Plan.
Although it has expressed no intent to do so, the Corporation has the right
under the terms of the Plan to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. In such event, Plan
participants would become 100% vested in all contributions and earnings.
All necessary expenses of the Plan may be paid by the Plan. However, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
9
<PAGE> 12
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of
net assets available for benefits at November 30, 1994:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---- ----------
<S> <C> <C> <C>
SHORT TERM INVESTMENTS
----------------------
AIM Institutional Prime Fund 3,627,860 $3,627,860 $3,627,860
MUTUAL FUNDS
------------
Federated Growth Trust 150,265 3,051,618 3,074,421
Fidelity Advisor Equity Portfolio Income 163,469 2,225,000 2,610,595
Fidelity Magellan Fund, Inc. 50,286 3,286,756 3,312,353
Scudder Capital Growth Fund 129,404 2,647,610 2,476,791
EQUITY IN COMMON TRUST FUND
---------------------------
Westport Bank & Trust Company
Managed Guaranteed Investment
Contract Fund 434,196 6,066,786 8,458,320
</TABLE>
4. REALIZED LOSS ON SALE OF INVESTMENTS
The net realized loss on sale of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
NOVEMBER 30,
1994 1993
---- ----
<S> <C> <C>
U.S. Treasury securities $(260,317) $(31,262)
U.S. Government agency securities (103,905)
Corporate notes (99,356) (13,605)
Mutual funds (32,939)
Equity in common trust fund 62,088
--------- --------
Net realized loss on sale of investments $(434,429) $(44,867)
========= ========
</TABLE>
10
<PAGE> 13
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
5. UNREALIZED (DEPRECIATION) APPRECIATION
The net change in unrealized (depreciation) appreciation in the fair
value of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
NOVEMBER 30,
1994 1993
---- ----
<S> <C> <C>
U.S. Treasury securities $ (90,156) $ 113,854
U.S. Government agency securities (108,433) (26,689)
Municipal obligations (7,400) 5,485
Corporate notes (320,931) 119,370
Mutual funds (1,524,697) 809,616
Equity in common trust fund 437,631 429,111
----------- ----------
Net change in unrealized (depreciation)
appreciation in the fair value of investments $(1,613,986) $1,450,747
=========== ==========
</TABLE>
6. ROLLOVERS OF ASSETS
During 1994 and 1993, the Plan received rollovers of account balances from
various participants in retirement and benefit plans of various
subsidiaries of the Corporation along with individual rollovers totaling
$1,105,992 and $1,688,068, respectively.
7. RELATED PARTY TRANSACTIONS
Certain plan investments are shares of a money market fund managed by Union
Planters National Bank. Union Planters National Bank is the trustee as
defined by the Plan; therefore, these transactions qualify as
party-in-interest. As previously noted, all necessary expenses of the Plan
have been customarily paid by the Corporation.
8. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated April 5, 1986 indicating that the Plan is qualified
under Internal Revenue Code Section 401(a) and therefore not subject to
tax under Section 501(a). A determination letter has been requested
regarding the amendments to the Plan relative to qualification under
Section 401(k) and the Tax Reform Act of 1986. The Corporation believes
the amendments to the Plan qualify under the Internal Revenue Code of 1986.
11
<PAGE> 14
UNION PLANTERS CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
9. SUBSEQUENT EVENTS
Effective December 1, 1994, the Plan was amended to allow participants to
self-direct investments into five different funds. The Plan's assets were
allocated to the five investment funds in accordance with participants'
directions.
Also, subsequent to November 30, 1994, several additional plans of the
Corporation's subsidiaries were merged with the Plan by transferring
approximately $1,290,000 of net assets.
12
<PAGE> 15
UNION PLANTERS CORPORATION SCHEDULE I
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
- ----------------------
AIM Institutional Prime Fund 3,627,860 $3,627,860 $3,627,860
* Union Planters National Bank
Hi-Yield Masternote 100,000 100,000 100,000
--------- ---------- ----------
Total Short-Term Investments 3,727,860 3,727,860 3,727,860
--------- ---------- ----------
U. S. TREASURY SECURITIES
- -------------------------
7.875%, due 1/15/98 250,000 256,563 251,093
6.75%, due 6/30/99 800,000 794,000 768,248
7.5%, due 11/15/2001 500,000 509,062 490,935
7.25%, due 5/15/2016 475,000 455,423 434,772
--------- ---------- ----------
Total U.S. Treasury securities 2,025,000 2,015,048 1,945,048
--------- ---------- ----------
U. S. GOVERNMENT AGENCY SECURITIES
- ----------------------------------
Federal Home Loan Mortgage Corporation
CMO, 7.5%, due 8/15/2002 750,000 795,703 715,312
Federal Home Loan Mortgage Corporation MBS,
7.0%, due 12/15/2019 459,493 468,395 445,134
Federal Home Loan Mortgage Corporation Notes,
8.44%, due 10/27/2004 750,000 737,988 738,090
United States of America GSA Participation
Certificate, 7.9%, due 11/15/2003 500,000 493,750 491,250
United States Government GTD Development
SBA Certificate, 7.45%, due 12/01/2012 638,069 621,697 599,785
--------- ---------- ----------
Total U. S. Government agency securities 3,097,562 3,117,533 2,989,571
--------- ---------- ----------
</TABLE>
* Represents an investment with a party-in-interest. See Note 7.
13
<PAGE> 16
UNION PLANTERS CORPORATION SCHEDULE I
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
MUNICIPAL OBLIGATIONS
- ---------------------
Texas Public Finance Authority,
dated 12/01/91, 6.45%, due
12/01/94 500,000 500,000 500,000
------- ------- -------
CORPORATE NOTES
- ---------------
Carco Autoloan Master Trust 91-3, dated 8/8/91,
7.875%, due 3/15/98 500,000 506,797 501,550
Countrywide Credit Floating Rate Note,
dated 4/22/94, 6.53%, due 7/22/99 500,000 499,750 494,688
Ford Capital, dated 8/15/91, 9.0%, due 8/15/98 325,000 323,606 332,670
Ford Motor Credit Corporation Floating Rate
Notes, dated 2/15/94, 6.07%, due 2/15/99 500,000 500,000 492,500
GMAC Medium Term Note, dated 2/19/93,
6.9%, due 2/19/98 600,000 586,902 575,400
Morgan Stanley, Inc. Floating Rate Note,
dated 3/22/94, 6.35%, due 3/22/99 500,000 500,000 493,750
Second Attransco Tanker Corporation, dated 8/21/86,
8.5%, due 6/15/2002 250,000 250,625 250,000
Shipco Inc. Title XI, dated 12/8/77, 8.1%, due
5/12/2002 515,000 527,587 508,562
Sony Capital Corporation Medium Term Note,
dated 4/15/92, 8.02%, due 4/15/99 650,000 650,000 636,974
Standard Credit Card Trust 1990-1-A, dated
2/26/90, 9.0%, due 3/10/95 350,000 348,040 352,520
Sulphur Carriers Inc., dated 10/26/94, 8.3%,
due 10/15/2009 400,000 400,000 396,500
</TABLE>
14
<PAGE> 17
UNION PLANTERS CORPORATION SCHEDULE I
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
Sun America Inc. Medium Term Note, dated
1/13/94, 6.58%, due 1/15/2002 600,000 607,458 536,880
Tandy Master Trust Series A, dated 6/18/91,
8.25%, due 4/15/99 648,253 643,594 653,310
--------- ---------- ----------
Total corporate notes 6,338,253 6,344,359 6,225,304
--------- ---------- ----------
MUTUAL FUNDS
- ------------
AIM Equity Funds, Inc. - AIM
Weingarten Fund 103,799 1,670,000 1,763,538
Federated Growth Trust 150,265 3,051,618 3,074,421
Fidelity Advisor Equity Portfolio Income 163,469 2,225,000 2,610,595
Fidelity Magellan Fund, Inc. 50,286 3,286,756 3,312,353
MEDA Inc. Common Stock 125 1 125
Federated Mini Cap Index Fund 35,797 420,000 399,857
Scudder Capital Growth Fund 129,404 2,647,610 2,476,791
Scudder Development Fund 55,560 1,915,000 1,620,692
Scudder Global Fund 31,345 800,000 733,470
--------- ---------- ----------
Total mutual funds 720,050 16,015,985 15,991,842
--------- ---------- ----------
EQUITY IN COMMON TRUST FUND
- ---------------------------
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund (Trust Employer Identification
Number 62-0859006) 434,196 6,066,786 8,458,320
--------- ---------- ----------
</TABLE>
15
<PAGE> 18
UNION PLANTERS CORPORATION SCHEDULE I
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
NOTES RECEIVABLE FROM PARTICIPANTS
- ----------------------------------
Notes receivable from participants, secured by
vested interests in plan assets, interest at
7.0% to 9.5% (Union Planters National Bank
floating consumer prime rate), with maturities
of one to five years 177,234 177,234 177,234
---------- ----------- -----------
Total investments 17,020,155 $37,964,805 $40,015,179
========== =========== ===========
</TABLE>
16
<PAGE> 19
UNION PLANTERS CORPORATION SCHEDULE II
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION PURCHASE/
NAME OF INVESTMENT OF TRANSACTIONS SALES PRICE(2) MARKET VALUE
------------------ --------------- -------------- ------------
<S> <C> <C> <C>
AIM Institutional Prime Fund Various Deposits $13,604,301 $13,604,301
Various Withdrawals 14,319,695 14,319,695
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions as
defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no net gains or losses on the transactions nor any expenses
incidental to these transactions.
17
<PAGE> 20
EXHIBIT B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the previously filed
Registration Statement on Form S-8 (No. 33-55257) of Union Planters
Corporation of our report dated May 19, 1995 appearing on page 4 of Exhibit A
of this Annual Report on Form 11-K of the Union Planters Corporation 401(k)
Retirement Savings Plan for the year ended November 30, 1994.
/s/Price Waterhouse LLP
Memphis, Tennessee
May 25, 1995
