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As filed with the Securities and Exchange Commission on April 9, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
UNION PLANTERS CORPORATION
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-0859007
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 383-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
E. JAMES HOUSE, JR, ESQ.
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT OF
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 383-6584
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable following the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate Amount of
to be registered registered per unit offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 500,000 $30.60 $15,300,000 $5,275.86
par value per share
=============================================================================================================================
Note: Based upon the average of the high and low prices reported on the New York Stock Exchange as of April 5, 1996 pursuant to
the requirements of Section 457(c).
================================================================================================================================
</TABLE>
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PROSPECTUS
(UNION PLANTERS CORPORATION LOGO)
------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
500,000 SHARES OF COMMON STOCK OFFERED
TO SHAREHOLDERS OF THE COMPANY
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Union Planters Corporation (the "Company") is offering by this Prospectus a
maximum of 500,000 shares of its common stock, $5.00 par value (the "Common
Stock"), for sale to shareholders of the Company in accordance with the terms
and conditions of the Dividend Reinvestment and Stock Purchase Plan (the "Plan")
set forth in this Prospectus.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any distribution of
securities made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time subsequent to
the date hereof. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation.
IT IS SUGGESTED THAT THIS PROSPECTUS
BE RETAINED FOR FUTURE REFERENCE.
The date of this Prospectus is April 9, 1996
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STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at regional offices of the Commission located at Room 1228, 75
Park Place, New York, New York 10007 and 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, such reports, proxy statements and
other information about the Company can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has
filed a registration statement with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the shares of the
Company's Common Stock to be issued under the Plan. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
Exhibits thereto. Certain items have been omitted as permitted by the rules and
regulations of the Commission.
For further information regarding the Company and the Company's Common
Stock offered by this Prospectus, reference is made to the complete Registration
Statement, including all amendments thereto and the schedules and exhibits filed
as a part thereof. Statements contained herein concerning provisions of
documents are necessarily summaries of the documents and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
(except as otherwise indicated, under Commission File Number 1-10160) pursuant
to the Exchange Act are hereby incorporated by reference into this Prospectus.
1. the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. the Company's Registration Statement on Form 8-A dated January 19,
1989, filed on February 1, 1989 (Commission File Number 0-6919), in
connection with the Company's designation and authorization of its Series A
Preferred Stock;
3. the Company's Current Reports on Form 8-K dated January 5, 1996 (as
filed on January 5, 1996), March 8, 1996 (as filed on March 13, 1996),
April 1, 1996 (as filed on April 1, 1996) and April 2, 1996 (as filed on
April 2, 1996); and
4. the description of the Common Stock contained in the Company's
Registration Statement under Section 12(b) of the Exchange Act and any
amendment or report filed for the purpose of updating such description.
The Company's Annual Report on Form 10-K for the year ended December 31,
1995, incorporates by reference specific portions of the Company's Annual Report
to Shareholders for that year (the Company's "Annual Report to Shareholders"
which is Exhibit 13 to said Form 10-K) but does not incorporate other portions
of the Annual Report to Shareholders. The portion of the Annual Report to
Shareholders captioned "Letter to Shareholders" and other portions of the Annual
Report to Shareholders not specifically incorpo-
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rated into the Annual Report on Form 10-K are not incorporated herein and are
not a part of the Registration Statement.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares of the
Company's Common Stock offered hereby shall likewise be incorporated herein by
reference and shall become a part hereof from and after the time such documents
are filed. Any statement contained herein or in a document incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently-filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE, ON THE WRITTEN OR
ORAL REQUEST OF EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED. THE COMPANY
WILL PROVIDE, WITHOUT CHARGE, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN OR TELEPHONE
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO E. JAMES HOUSE, JR., SECRETARY,
UNION PLANTERS CORPORATION, POST OFFICE BOX 387, MEMPHIS, TENNESSEE 38147, (901)
383-6584.
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SUMMARY
The Company is a multi-state bank holding company and savings and loan
holding company headquartered in Memphis, Tennessee. The Company's corporate
office is located at 7130 Goodlett Farms Parkway, Memphis, Tennessee 38018, and
its telephone number is (901) 383-6000.
This Prospectus describes the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), which initially became effective in April, 1989. All
holders of record of the Company's Common Stock ("Shareholders") are eligible to
join the Plan. The Plan offers shareholders of the Company the opportunity to
purchase additional shares of the Company's Common Stock without the expense of
brokerage commissions, fees or service charges. Participating shareholders
("Participants") will receive a 5% discount from market value on all purchases
made under the Plan with cash dividends. Any cash dividends used to purchase
additional shares will be reinvested on a quarterly basis if and when cash
dividends are paid.
Shares of Common Stock may also be purchased by Participants with optional
cash payments. Such optional payments may not be less than $100 per payment and
may not total more than $2,000 per calendar quarter. Such payments will be
accumulated during each month and used to purchase shares of Common Stock on the
first business day of the subsequent month. Shares of Common Stock purchased
with optional cash payments will be purchased at the prevailing market rate for
such shares on the date of purchase. There will not be a 5% discount for shares
of Common Stock purchased with optional payments.
As set forth in the Plan, the Company may effect purchases under the Plan
either by selling original issue shares of Common Stock to Participants or by
purchasing shares of Common Stock on the open market for the accounts of
Participants, or by a combination of such methods.
A Shareholder may participate in the Plan, by completing an Authorization
Card and returning it to Union Planters National Bank, Corporate Trust
Operations, 6200 Poplar Avenue, Suite 300, Memphis, Tennessee 38119.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in question and answer form, constitutes the Plan that is
offered by this Prospectus to holders of record of the Company's Common Stock.
Those holders of the Company's Common Stock who do not wish to participate in
the Plan will continue to receive cash dividends, if and when paid, by check.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of the Company's Common Stock with an attractive way of investing cash
dividends and optional cash payments in shares of Common Stock, without payment
of any brokerage commission, service charge or other expense by Participants. In
addition, shares purchased with reinvested dividends (as differentiated from
shares purchased with optional cash payments), will be acquired by Participants
at a price equal to a 5% discount from market value. The Plan provides that the
Company may elect to sell original issue shares of Common Stock to Participants.
Therefore, the Company may, depending on whether or not it chooses to sell
original issue shares, receive additional funds for its general corporate
purposes. (See "Use of Proceeds" for further information regarding the use of
the proceeds.) Alternatively, if the Company does not desire to increase the
number of shares of Common Stock outstanding, the Plan provides that the Company
may make open market purchases of shares of Common Stock for the accounts of
Participants, in which case the Company will contribute 5% of the purchase price
of any such shares which are purchased with reinvested dividends. The Company
may, in its sole and absolute discretion, elect to use a combination of original
issue shares and open market purchases.
2. What are the advantages of the Plan? The Participants in the Plan may:
- Invest cash dividends on all or less than all shares of the Company's
Common Stock registered in their names without any charges for
brokerage commissions or fees.
- Invest cash dividends at a 5% discount from the Average Price (see No.
11 below).
- Invest additional cash, up to specified limits, in Common Stock of the
Company without any charges for brokerage commissions or fees at 100%
of the Average Price.
- Avoid cumbersome safekeeping requirements and recordkeeping costs
through the free custodial service and reporting provisions of the
Plan.
PARTICIPATION
3. Who is eligible to participate? All holders of the Company's Common
Stock are eligible to participate in the Plan. Shareholders may participate with
respect to less than all of their shares, in which case they should enter the
number of shares as to which they wish to participate on the Authorization Card.
Shareholders not wishing to participate in the Plan need take no action to elect
not to participate.
4. How does an eligible shareholder become a Participant? An eligible
shareholder may join in the Plan by signing the Authorization Card and returning
it to the Plan Administrator. A postage-paid envelope is provided for this
purpose. One Authorization Card is enclosed with this Prospectus and additional
forms may be obtained at any time by written request to Union Planters National
Bank, Corporate Trust Operations, 6200 Poplar Avenue, Suite 300, Memphis,
Tennessee 38119.
5. When may a shareholder join the Plan? An eligible shareholder may join
the Plan at any time.
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If an Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator five days before the record date established for
payment of a particular dividend (the "Dividend Record Date"), reinvestment will
commence with that dividend payment. If the Authorization Card is received after
that date, the reinvestment of dividends through the Plan will begin with the
next succeeding dividend.
The dates on which dividends, if any, on the Company's Common Stock will be
paid (the "Dividend Payment Dates") are expected to be approximately the third
Friday of February, May, August and November. The Dividend Record Date for
determining shareholders who receive dividends will probably precede the
Dividend Payment Date by about two weeks.
See Nos. 17 and 18 below for information concerning the investment of
optional cash payments.
6. What does the Authorization Card provide? The Authorization Card allows
the Participant to indicate the manner of participation in the Plan by checking
the appropriate box. A form of the Authorization Card is attached to the
Prospectus as Exhibit A. The Participant may indicate whether he or she wishes
to reinvest any cash dividends paid on all or some portion of the shares of the
Company's Common Stock registered in the Participant's name. A Participant also
has the option of purchasing additional shares of Common Stock with optional
cash payments as well as with dividends, or a Participant may participate in the
Plan by making optional cash payments only.
Any dividends on all shares of Common Stock purchased for each
Participant's account under the Plan, whether through dividend reinvestment or
optional cash payments, will be automatically reinvested in additional shares of
Common Stock, unless and until the Participant withdraws whole shares from the
Plan. (See Nos. 16, 22 and 23, below.)
7. What additional steps must a Participant take in order to invest any
dividends received with respect to less than all of the shares of Common Stock
held in his or her name? In order to facilitate the recordkeeping required by
the Plan, shareholders wishing to invest only part of the dividends they receive
may be required to deliver the certificates representing their shares to the
Plan Administrator. Separate certificates would then be issued for those shares
as to which any dividends are to be invested pursuant to the Plan, and separate
certificates would be issued for those shares as to which the shareholder will
continue to receive any dividends directly.
8. May a Participant change the method of participation after enrollment?
If a Participant elects to participate only in the optional cash payment feature
but later decides to enroll in the dividend reinvestment feature, an additional
Authorization Card must be executed and returned to the Plan Administrator (as
described in Nos. 4 and 6 above). If a Participant elects to participate through
the reinvestment of dividends on a specified portion of the shares registered in
the Participant's name, but later decides either to participate with respect to
a different portion of the shares registered in the Participant's name or to
participate in the optional cash payment feature only, the Participant must
notify the Plan Administrator in writing to that effect, but such notification
must be received no later than fifteen (15) days before a particular Dividend
Record Date in order to make the Participant's new instructions effective with
respect to reinvestment of that dividend. (See No. 21 below.)
9. Who administers the Plan for Participants? Union Planters National Bank,
Corporate Trust Operations (the "Plan Administrator"), administers the Plan for
Participants, arranges for the custody of share certificates, keeps records,
sends statements of account to Participants and performs other administrative
duties relating to the Plan. Shares of Common Stock purchased under the Plan
will be held by the Plan Administrator and registered in the name of a nominee
as agent for the Participants in the Plan.
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COSTS
10. Are there any expenses to Participants in connection with purchases
under the Plan? No. Participants will incur no brokerage commissions, fees,
safekeeping costs or service charges for the purchases made under the Plan. All
costs of the administration of the Plan will be paid by the Company. (See No. 23
below concerning the liquidation of fractional interests.)
PURCHASES
11. What will be the price of shares of Common Stock purchased under the
Plan? If the Company elects to sell original issue shares to Participants, the
price at which shares of the Company's Common Stock will be sold to them will be
based on a price (the "Formula Price") which is (a) the mean between the highest
and lowest selling prices of the Company's Common Stock as reported on the New
York Stock Exchange (the "NYSE") on the Dividend Payment Date in the case of
purchases with reinvested dividends and/or on the Investment Date (as defined in
No. 14 below) in the case of purchases with optional cash payments, or (b) if
shares of the Company's Common Stock are not traded on such dates, the "fair
market value for tax purposes" of the shares (as defined in No. 26 below).
Purchases with reinvested cash dividends will be at a price equal to 95% of the
Formula Price, and purchases with optional cash payments will be at a price
equal to 100% of the Formula Price. No purchases of original issue shares may be
made in the event that the Formula Price is less than the par value of the
Company's Common Stock ($5.00 per share).
In the event that the Company elects to purchase shares in the open market
for the account of Participants, such purchases will be made at prevailing open
market prices, and the price to each Participant's account will be based on the
average price of all shares so purchased (the "Average Price"). (See No. 13
below.) Purchases with reinvested cash dividends will be at a price equal to 95%
of the Average Price, and the purchases with optional cash payments will be at a
price equal to 100% of the Average Price. The Company will contribute funds
equal to 5% of the purchase price of shares of the Company's Common Stock
purchased in the open market with reinvested dividends pursuant to this Plan.
12. How many shares of Common Stock will be purchased for Participants? If
you become a Participant in the Plan, the number of shares to be purchased
depends on the amount of your dividends, your total optional cash payments, or
both, and on the Average Price of the Common Stock. Your account will be
credited with that number of shares, including fractions computed to four
decimal places, equal to the total amount invested, divided by the purchase
price per share.
13. Will all shares of Common Stock purchased under the Plan be original
issue shares? The Company may either issue as many original issue shares of its
Common Stock as the dividends and optional cash payments of Participants will
purchase, or the company may direct the Plan Administrator or an independent
purchasing agent of its choosing to purchase all of such shares on the open
market for the accounts of Plan Participants, subject to applicable regulatory
restrictions, or the Company may employ a combination of such methods.
14. If the Company elects to sell original issue shares to Participants,
when will such shares of Common Stock be purchased under the Plan? On the first
business day of each month (the "Investment Date"), any uninvested optional cash
payments which have been received from a Participant prior to five days before
the Investment Date will be used to purchase additional shares of Common Stock
for the Participant. Any cash dividends on shares of Common Stock will be
applied to the purchase of additional shares of Common Stock on the Dividend
Payment Date. Participants will become owners of the shares purchased for them
under the
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Plan on the Dividend Payment Date (in the case of purchases with reinvested
dividends) and on the Investment Date (in the case of purchases with optional
cash payments) on which such shares are purchased; however, for Federal income
tax purposes, the holding period will commence on the day following either the
Dividend Payment Date in the case of purchases with reinvested dividends or the
Investment Date in the case of purchases with optional cash payments. (See No.
26 below.)
15. If the Company elects to make open market purchases for the Plan, when
will such shares of Common Stock be purchased? Shares will normally be purchased
in the open market on the Investment Date in the case of purchases with optional
cash payments and on the Dividend Payment Date in the case of purchases with
reinvested dividends, subject to applicable regulatory restrictions on such
purchases. Participants will become the owners of shares purchased for their
account under the Plan on such dates.
16. Will certificates be issued for shares of Common Stock under the Plan?
Unless otherwise requested by a participant in writing, certificates for shares
of Common Stock purchased under the Plan will be held by a nominee for the
benefit of Plan Participants. The number of shares purchased for each
Participant's account under the Plan will be shown on a statement of account.
This feature protects against loss, theft or destruction of stock certificates.
Certificates representing fractional shares will not be issued under any
circumstances. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued without charge upon the
Participant's written request. (See No. 22 below for instructions on certificate
issuance.) Any such whole shares may be withdrawn from the Plan. If the
Participant remains in the Plan, any other whole shares, and any fractional
shares, credited to the Participant's account will continue to be so credited.
Shares credited to the account of a Participant under the Plan may not be
pledged as collateral security for a loan or other obligation of a Participant.
A Participant who wishes to pledge such shares must request that certificates
for such shares be issued in the Participant's name and must receive such
certificates before any such pledge may be made.
17. Who will be eligible to make optional cash payments? Shareholders of
the Company who have submitted a signed Authorization Card are eligible to make
optional cash payments at any time. The Company will apply any optional cash
payment received five days before an Investment Date to the purchase on that
Investment Date of shares of Common Stock for the account of the Participant.
Any optional cash payments received less than five days before an Investment
Date will be invested on the next succeeding Investment Date.
An initial optional cash payment may be made by a Participant when
enrolling by enclosing a check or money order with the Authorization Card.
Checks or money orders should be made payable to "UPNB, Dividend Plan
Administrator", and returned along with the Authorization Card in the envelope
provided. Thereafter, optional cash payments may be made at any time by sending
them to Union Planters National Bank, Corporate Trust Operations, 6200 Poplar
Avenue, Suite 300, Memphis, Tennessee 38119. Participants should include their
Plan account number on the check or money order and in any other correspondence
with respect to the Plan. While optional cash payments may be made at any time,
the Company recommends that they be sent so as to be received at least 10 days
before an Investment Date. No interest will be paid on such payments. A
Participant may obtain the return of any optional cash payment at any time prior
to five days before the Investment Date.
18. What are the limitations on making optional cash payments? The option
to make cash payments is available at any time. The same amount of money need
not be sent each month or quarter and Participants are
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under no obligation to make an optional cash payment in any month or quarter.
Any optional cash payments made must not be less than $100 per payment nor may
payments on behalf of any owner aggregate more than $2,000 in any calendar
quarter.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to Participants in the Plan? As soon
as practicable after each share purchase, Participants will receive a statement
of account showing the total number of shares held in their account, the amount
invested, the number of shares purchased, the price per share and the date of
purchase. In addition, each Participant will receive copies of the Company's
annual and quarterly reports to shareholders, proxy statements, and information
for income tax reporting purposes.
DIVIDENDS
20. Will Participants be credited with any dividends on shares held in
their account under the Plan? Yes. The Plan Administrator will receive any
dividends for all shares held in the Plan, and will credit such dividends pro
rata to each Participant's account. Such dividends will be automatically
reinvested in additional shares of Common Stock.
DISCONTINUANCE OF DIVIDEND REINVESTMENT
21. How does a Participant discontinue the reinvestment of dividends under
the Plan? A Participant may discontinue the reinvestment of dividends under the
Plan on all or part of the shares with respect to which he or she has elected to
participate in the Plan by notifying the Plan Administrator in writing to that
effect. To be effective for any given Dividend Payment Date, notice of
withdrawal must be received 15 days before the Dividend Record Date. Any notice
of withdrawal received less than 15 days prior to a Dividend Record Date will
not be effective until dividends paid for such record date have been reinvested
and the shares credited to the Participant's Plan account. Automatic
reinvestment of dividends on shares held in a Participant's Plan account may be
ended only by withdrawing the shares from the Plan account. (See Nos. 22 and 23,
below.)
Options open to Participants who wish to discontinue participation are: (a)
total or partial withdrawal from the automatic dividend reinvestment feature,
while continuing to participate in the optional cash payment feature, or (b)
partial withdrawal from the automatic dividend reinvestment feature without
continuing to participate in the optional cash payment feature, or (c) complete
withdrawal from the Plan (dividend reinvestment and optional cash payments). In
the event that a Participant withdraws from the automatic dividend reinvestment
portion of the Plan without withdrawing from the optional cash payment feature,
dividends on shares which are held in the Participant's account will continue to
be reinvested until the Participant withdraws from both the automatic dividend
reinvestment and the optional cash payment features of the Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
22. How may a Participant withdraw shares purchased under the Plan? A
shareholder who has purchased shares of the Company's Common Stock under the
Plan may withdraw all or a portion of such shares from his or her account by
notifying the Plan Administrator in writing to that effect and specifying in the
notice the number of shares to be withdrawn. This notice should be mailed to:
Union Planters National Bank, Corporate Trust Operations, 6200 Poplar Avenue,
Suite 300, Memphis, Tennessee 38119. Certificates for whole shares of Common
Stock so withdrawn will be registered in the name of and issued to the
Participant. In no case will
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certificates representing fractional shares be issued. Any notice of withdrawal
received less than 15 days prior to a Dividend Record Date will not be effective
until any dividends paid on the Dividend Payment Date have been reinvested and
the shares credited to the Participant's Plan account, otherwise, the date of
receipt is the effective date.
23. What happens to any fractional shares when a Participant withdraws all
shares from the Plan? In lieu of a certificate for any fractional share, a
Participant will receive cash in an amount equal to the closing price per share
of the Common Stock on the last trading date prior to the effective date of the
withdrawal multiplied by the fractional interest. The amount of cash for any
fractional share, together with a certificate for all whole shares, will be
mailed directly to the withdrawing Participant by the Plan Administrator.
24. How may a Participant transfer shares held in his or her account under
the Plan? A Participant who wishes to transfer shares held in the Participant's
account under the Plan must first withdraw those shares from the Plan, following
the procedure set out in No. 22 above. Upon receipt of certificates for such
shares, the Participant may then transfer such shares.
25. What happens when a Participant who is reinvesting cash dividends on
all or part of the shares registered in the Participant's name sells or
transfers a portion of such shares? If a Participant who is reinvesting any cash
dividends on all or part of the shares of Common Stock registered in his or her
name disposes of a portion of those shares with respect to which he or she is
participating in the Plan, the Company will continue to reinvest the dividends
on the remainder of such Participant's shares. Reinvestment of dividends on the
shares disposed of will be governed by the directions of the new record owner.
If a Participant disposes of all shares of the Company's Common Stock
registered in his or her name, the Plan Administrator will, unless the
Participant also withdraws all shares held in his or her account under the Plan,
continue to reinvest the dividends on the shares held in his or her Plan
account.
FEDERAL INCOME TAX CONSEQUENCES
26. What are the federal income tax consequences of Participation in the
Plan? One feature of the Plan is a 5% discount for Common Stock purchased with
reinvested dividends. In the case of any plan which provides for purchases of
original issue shares at a discount from the fair market value, the amount of
the distribution for Federal income tax purposes is the "fair market value" as
of the Dividend Payment Date of shares purchased for a Participant with
reinvested distributions -- not the discounted price paid for such shares. The
"fair market value for tax purposes" of the shares is the mean between the
highest and lowest selling prices of the Company's Common Stock as reported on
the New York Stock Exchange for the Dividend Payment Date (in the case of
purchases with reinvested dividends) or the Investment Date (in the case of
purchases with optional cash payments). If the shares are not traded on such
dates, their "fair market value for tax purposes" is the weighted average of the
means between the highest and lowest selling prices on the nearest trading dates
before and after such dates.
In the case of purchases with reinvested dividends on the open market, the
amount of the distribution to a Participant for federal income tax purposes will
be the total amount paid by the Company for such shares, including any brokerage
commission paid by the Company.
In the case of shares purchased on the open market with optional cash
payments, the Company will pay any brokerage commission. Any such brokerage
commission paid by the Company will be deemed a distribution by the Company to
the Participant.
10
<PAGE> 12
To the extent distributions by the Company to its shareholders are treated
as made from the Company's earnings and profits, the distributions will be
dividends taxable as ordinary income. The Company has sufficient earnings and
profits that Participants can expect that the full amount of any distribution
under the Plan will be taxable as dividends.
The full amount of the distribution will be eligible, in the case of
corporate shareholders, for the 70% dividends received deduction available under
the Internal Revenue Code of 1986, as amended.
In the case of foreign or other shareholders whose taxable income under the
Plan is subject to Federal income tax withholding, the Company will make
reinvestments net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for such Participants will
indicate the amount of any tax withheld.
The basis, for federal income tax purposes, of any original issue shares
acquired through the Plan will be their "fair market value for tax purposes" as
of the Investment Date for any purchases made with optional cash payments, and
their "fair market value for tax purposes" as of the Dividend Payment Date for
any purchases made with dividends. The basis, for federal income tax purposes,
of shares purchased on the open market will be their purchase price plus any
brokerage commission paid by the Company.
The holding period for shares acquired through the Plan will begin on the
day after the Investment Date for purchases made with optional cash payments, or
the day after the Dividend Payment Date for purchases made with cash dividends.
The Company is not seeking a letter ruling from the Internal Revenue
Service, or an opinion of counsel, regarding the federal income tax consequences
of the Plan.
The foregoing summarizes the federal income tax consequences of the Plan to
Participants, and does not include a discussion of state and local income tax
consequences (if any) of participation in the Plan and does not purport to
address the particular circumstances of individual Participants. Participants
should consult their own tax advisors for further information with regard to the
federal, state and local tax consequences of their participation in the Plan.
OTHER INFORMATION
27. What happens if the Company has a Common Stock rights offering, issues
a stock dividend or declares a stock split? Participation in any rights offering
will be based upon both the shares registered in Participants' names and the
shares (including fractional interests) credited to the Participants' Plan
accounts. Any stock dividend or shares resulting from stock splits with respect
to whole shares and fractional interests credited to the Participants' Plan
accounts will be credited to such accounts.
28. How will a Participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to the Participant's account
under the Plan will be voted as the Participant directs. If on the record date
for a meeting of shareholders there are shares credited to the Participant's
account under the Plan, the Participant will be sent the proxy material for such
meeting. When the Participant returns an executed proxy in a timely fashion, it
will be voted with respect to all shares credited to the Participant. If the
Participant prefers, all such shares may be voted in person rather than by
proxy.
29. What is the responsibility of the Plan Administrator? Union Planters
National Bank, Corporate Trust Operations is the Plan Administrator. All
communications regarding the Plan should be addressed to Union
11
<PAGE> 13
Planters National Bank, Corporate Trust Operations, 6200 Poplar Avenue, Suite
300, Memphis, Tennessee 38119. The telephone number of the Plan Administrator is
(901) 383-6960.
The Plan Administrator receives any dividend payments and optional cash
payments for Participants, invests such amounts in additional shares of the
Company's Common Stock, maintains continuing records of each Participant's
account, and advises Participants as to all transactions in, and the status of,
their accounts. The Plan Administrator acts in the capacity of agent for the
Participants.
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants should promptly notify the Plan Administrator in writing
of any change of address.
Neither the Plan Administrator, the Participants' nominee or nominees, nor
the Company shall have any liability for actions taken or omitted in good faith
pursuant to the Plan including, without limitation, any claim for liability
arising out of failure to terminate a Participant's account upon such
Participant's death or adjudicated incompetency prior to receipt of notice in
writing of such death or adjudicated incompetency, nor shall they have any
duties, responsibilities or liabilities except such as are expressly set forth
in the Plan.
The Participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock purchased
under the Plan will, at any particular time, be worth more or less than their
purchase price.
30. What laws govern the Plan? All transactions in connection with the
Plan, including the optional cash payments feature, are governed by the laws of
the State of Tennessee. The registration of original issue shares, if any, will
be governed by the Securities Act of 1933, as amended, and the securities laws
of the states in which Participants reside.
31. May the Plan be extended, changed or discontinued? While the Company
currently expects to continue the Plan indefinitely, the Company reserves the
right to suspend or terminate the Plan at any time and for any reason. It also
reserves the right to modify and interpret the Plan at any time and for any
reason. Participants will be notified of any such suspension or termination, and
of any modification which materially affects their rights under the Plan.
USE OF PROCEEDS
The net proceeds from the sale of shares of original issue Common Stock
will be used for general corporate purposes, including the Company's working
capital needs, possible additional contributions to the capital of the Company's
subsidiaries, possible acquisitions of other financial institutions or their
assets, possible acquisitions of, or investments in, other businesses of a type
eligible for bank holding companies and possible reduction of outstanding
indebtedness of the Company. Pending such use, the Company may temporarily
invest the net proceeds in investment-grade securities. The Company, from time
to time, may engage in additional capital financings of a character and in
amounts to be determined by the Company in light of its needs at such time or
times and in light of prevailing market conditions.
12
<PAGE> 14
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Union Planters Corporation for
the year ended December 31, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated statements of financial position of Leader Financial
Corporation and its subsidiary as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1995,
incorporated in this Prospectus by reference to the Current Report on Form 8-K,
dated April 1, 1996 of Union Planters Corporation have been audited by KPMG
Peat Marwick LLP, independent auditors, as stated in their report which is
incorporated herein by reference and in reliance on the report of such firm
given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of the UPC Common Stock offered hereby will be
passed upon by E. James House, Jr., Secretary and Manager of the Legal
Department of UPC. E. James House, Jr. is an officer of, and receives
compensation from UPC.
13
<PAGE> 15
INDEMNIFICATION OF OFFICERS, DIRECTORS AND AFFILIATES
FOR SECURITIES ACT LIABILITIES
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation
Act authorize a corporation to provide for the indemnification of corporate
officers, directors, employees and agents in certain circumstances, which
circumstances could include indemnification for expenses and liabilities
incurred in connection with claims arising under the Securities Act of 1933, as
amended. The Company's Charter and Bylaws have adopted the provisions of
Tennessee law to their fullest extent.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities Act Registration Fee . . . . . . . . . . . . . . . . $ 5,275.86
Printing and Engraving Expenses . . . . . . . . . . . . . . . . 7,500.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . 5,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . 2,500.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 3,500.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $28,775.86
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Charter of the Registrant provides as follows:
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.
The Bylaws of the Registrant provide as follows:
Article V, INDEMNIFICATION:
The Corporation does hereby indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Tennessee and by
ARTICLE TWELFTH of its Charter. The Corporation may indemnify any
other person to the extent permitted by the Charter and by applicable
law.
Indemnification of corporate directors and officers is governed by Sections
48-18-501 through 48-18-509 of the Tennessee Business Corporation Act (the
"Act"). Under the Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) actually and necessarily incurred by him in connection with
any threatened or pending suit or proceeding or any appeal thereof (other than
an action by or in the right of the corporation), whether civil or criminal, by
reason of the fact that he is or was a director or officer of the corporation
or is or was serving at the request of the corporation as a director or
officer, employee or agent of another corporation of any type of kind, domestic
or foreign, if such director or officer acted in good faith for a purpose which
he reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee corporation may indemnify a
director or officer thereof in a suit by or in the right of the corporation
against amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such suit
unless such director or officer did not act in good faith or with the degree of
diligence, care and skill which ordinarily prudent men exercise under similar
circumstances and in like positions.
A person who has been wholly successful, on the merits or otherwise, in the
defense of any of the foregoing types of suits or proceedings is entitled to
indemnification for the foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified only upon the
order of a court or a finding that the director or officer met the required
statutory
<PAGE> 17
standard of conduct by (i) a majority vote of a disinterested quorum of the
Board of Directors, (ii) the Board of Directors based upon the written opinion
of independent legal counsel to such effect or (iii) a vote of the
shareholders.
The Registrant has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity as such resulted in liability
and the Registrant fails to reimburse such director or officer pursuant to the
terms set forth above, or to the Registrant, in the event it has indemnified
the director or officer and made such payments. Major exclusions from coverage
include libel, slander, personal profit based on inside information, illegal
payments, dishonesty, accounting of securities profits in violation of Section
16(b) of the Exchange Act and acts within the scope of the Pension Reform Act
of 1974.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C> <C>
3 -- Amended and Restated Bylaws of the Company, as amended March 8, 1996.
4(a) -- Articles Sixth, Eighth, Ninth, Tenth and Fourteenth of the Charter of Union Planters Corporation
defining the rights of holders of shares of the Company's Common Stock (incorporated by reference to
the description of the Company's Common Stock contained in the Company's Registration Statement under
Section 12(b) of the Exchange Act and any amendments or supplements thereto).
5 -- Form of Opinion of E. James House, Jr. regarding the legality of the Common Stock to be offered.
23(a) -- Consent of Price Waterhouse LLP.
23(b) -- Consent of KPMG Peat Marwick LLP.
24 -- Power of Attorney (included on the signature page to this Registration Statement).
99 -- Form of Authorization Card
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in response to Item 15 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes: (1) that, for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the
Securities Act
II-2
<PAGE> 18
of 1933 shall be deemed to be part of this Registration Statement as of the
time it was declared effective; (2) that, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; (3) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (3)(i) and 3(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement; and (4) to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on this 18th day
of January, 1996.
UNION PLANTERS CORPORATION
By:/s/ Benjamin W. Rawlins, Jr.
-----------------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints E. James House, Jr. and M. Kirk Walters, or
either of them, his true and lawful attorneys in fact and agents, with full
power in any and all capacities, to sign any and all amendments and supplements
to this Registration Statement and any registration statement or amendment
thereto that is to become effective upon filing pursuant to Rule 462(b) under
the Securities Act, and to file such registration statements, amendments or
supplements, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys in fact and agents, and unto each of them, full power and authority
to do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys in fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, January 18, 1996
- ---------------------------------- Chief Executive Officer
Benjamin W. Rawlins, Jr. and Director (Principal
Executive Officer)
/s/ John W. Parker Executive Vice President January 18, 1996
- ---------------------------------- and Chief Financial
John W. Parker Officer (Principal
Financial Officer)
/s/ M. Kirk Walters Senior Vice President, January 18, 1996
- ---------------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
/s/ Albert M. Austin Director January 18, 1996
- ----------------------------------
Albert M. Austin
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Marvin E. Bruce Director January 18, 1996
- ----------------------------------
Marvin E. Bruce
Director January 18, 1996
- ----------------------------------
George W. Bryan
/s/ Robert B. Colbert, Jr. Director January 18, 1996
- ----------------------------------
Robert B. Colbert, Jr.
/s/ C. J. Lowrance, III Director January 18, 1996
- ----------------------------------
C. J. Lowrance, III
/s/ Jackson W. Moore President and Director January 18, 1996
- ----------------------------------
Jackson W. Moore
/s/ Stanley D. Overton Director January 18, 1996
- ----------------------------------
Stanley D. Overton
Director January 18, 1996
- ----------------------------------
V. Lane Rawlins
Director January 18, 1996
- ----------------------------------
Mike P. Sturdivant
/s/ Richard A. Trippeer, Jr. Director January 18, 1996
- ----------------------------------
Richard A. Trippeer, Jr.
Director January 18, 1996
- ----------------------------------
Milton J. Womack
</TABLE>
II-5
<PAGE> 1
Exhibit 3
AMENDED AND RESTATED BYLAWS
OF
UNION PLANTERS CORPORATION
(A TENNESSEE CORPORATION)
_______________________________________
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the
Corporation for the election of Directors and for the transaction of such other
business as may come before the meeting shall be held on the fourth Thursday in
April of each year (subsequent to the year 1972) if not a legal holiday, and if
a legal holiday at such time as shall be designated by the Board. If the
annual meeting shall not be held on the day hereinabove provided for, the Board
shall call a special meeting for the election of Directors as soon thereafter
as convenient, and in any event not later than 30 days after said day.
Section 2. Special Meetings. Special meetings of the shareholders,
unless otherwise prescribed by law, may be called for any purpose or purposes
whatsoever at any time by the Chairman of the Board, the President, the
Secretary or the holders of not less than one tenth (1/10) of the shares
entitled to vote at such meeting.
Section 3. Notice of Meeting; Waiver of Notice. Written or printed
notice stating the place, day, hour, purpose or purposes for which the meeting
is called and the person or persons calling the meeting shall be delivered
either personally or by mail or at the direction of the Chairman of the Board,
the President, the Secretary or other person or persons calling the meeting to
each shareholder entitled to vote at the meeting. If mailed, such notice shall
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting and shall be deemed to be delivered when deposited in the
United States Mail addressed to the shareholder at his address as it appears on
the stock transfer records of the Corporation, with postage thereon prepaid.
If delivered personally, such notice shall be delivered not less than five (5)
nor more than sixty (60) days before the date of the meeting and shall be
deemed delivered when actually received by the shareholder. A certificate of
the Secretary or other person giving the notice, or of a transfer agent of the
Corporation, that the notice required by this Section has been given, in the
absence of fraud, shall be prima facie evidence of the facts therein stated.
Whenever the shareholders
1
<PAGE> 2
of this Corporation are authorized to take any action after notice or after the
lapse of a prescribed period of time, such action may be taken without notice
and without the lapse of such period of time, if at any time before or after
such action is completed each shareholder entitled to such notice or entitled
to participate in the action to be taken, (or his attorney-in-fact or proxy
holder), shall submit a signed waiver of notice of such requirement. When a
meeting is adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. However, if after the
adjournment the Board shall fix a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record on
the new record date entitled to vote at the meeting.
Section 4. Place of Meetings. Meetings of the shareholders may be held
at such place, either within or without the State of Tennessee, as may be set
by the Board. If the Board shall fail to set the place of the meeting, the
meeting shall be held at the principal office of the Corporation.
Section 5. Quorum. At all meetings of the shareholders, the holders of a
majority of the shares of stock of the Corporation entitled to vote, present in
person or by proxy, shall constitute a quorum for the transaction of any
business, except as otherwise provided by statute or by the Charter or these
Bylaws. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any of those present. A meeting may be
adjourned despite the absence of a quorum. The absence from any meeting of
holders of the number of shares of stock of the Corporation in excess of a
majority thereof which may be required by the laws of the State of Tennessee or
other applicable statute, the Charter, or these Bylaws, for action upon any
given matter, shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be present
thereat, in person or by proxy, holders of the number of shares of stock of the
Corporation required for action in respect of such other matter or matters.
Section 6. Organization. At each meeting of the shareholders, the
Chairman of the Board or in his absence or inability to act, the Vice chairman,
or in the absence or inability to act of the Chairman of the Board and the Vice
Chairman, the President, shall act as Chairman of the meeting. The Secretary,
or in his absence or inability to act, any person appointed by the Chairman of
the meeting shall act as Secretary of the meeting and keep the minutes thereof.
2
<PAGE> 3
Section 7. Order of Business. The order of business at all meetings of
the shareholders shall be as determined by the Chairman of the meeting.
Section 8. Voting; Consent of Shareholders in lieu of Meeting. Except as
otherwise provided by statute or the Charter, each holder of record of shares
of stock of the Corporation having voting power shall be entitled at each
meeting of the shareholders to one vote upon each matter submitted to a vote
for every share of such stock standing in his name on the record of
shareholders of the Corporation:
a. On the date fixed by the Board in accordance with Section 6 of
Article VI hereof as the record date for the determination of the
shareholders who shall be entitled to notice of and to vote at such
meeting; or
b. If such record date shall not have been fixed for the
determination of shareholders entitled to notice of or entitled to vote
at a meeting of shareholders, the date on which notice of the meeting is
mailed shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy. Every proxy must be signed by the shareholder
or his attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable prior to its use at the pleasure of the
shareholder executing it, except as otherwise provided in this Section or by
law. The authority of the holder of a proxy to act shall not be revoked by the
incompetence or the death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or the death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or written notice of such death is received by the corporate
officer responsible for maintaining the list of shareholders. A proxy
authorized by a shareholder which is entitled "irrevocable proxy" an which
states it is irrevocable is irrevocable when it is held by one of the following
or a nominee of any of the following:
(a) a pledge;
(b) a person who has purchased or agreed to purchase the shares;
3
<PAGE> 4
(c) a person designated by or under an agreement comporting with the
law.
Notwithstanding a provision in a proxy stating that it is irrevocable, the
proxy becomes revocable after the pledge is redeemed or such agreement has
terminated.
A proxy may be revoked notwithstanding a provision making it irrevocable,
by a purchaser of shares without knowledge of the existence of the provision
unless the existence of the proxy and its irrevocability is noted conspicuously
on the face or back of the certificate representing such shares.
Whenever 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.
If a vote shall be taken on any question, then unless required by statute,
or determined by the Chairman of the meeting to be advisable, any such vote
need not be by ballot. On a vote by ballot, each ballot shall be signed by the
shareholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted.
Section 9. List of Shareholders. A list of shareholders of the
Corporation as of the record date, certified by the officer responsible for the
preparation or by the Corporation's transfer agent, shall be open for
inspection at any meeting of the shareholders. If the right to vote at any
meeting is challenged, the Chairman of the meeting may rely on such list as
evidence of the right of the persons challenged to vote at such meeting.
Section 10. Inspectors of Election. The Board may, in advance of any
meeting of shareholders, appoint two or more inspectors to act at such meeting
or at any adjournment thereof. If the inspectors shall not be so appointed, or
if any of them shall fail to appear or act, the Chairman of the meeting may,
and on request of any shareholder entitled to vote thereat shall, appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the Chairman
of the meeting or any shareholder
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entitled to vote thereat, the inspectors shall make a report in writing of any
challenge, request or matter determined by them, and shall execute a
certificate of the facts found by them. No director or candidate for the
office of director shall act as inspector of an election of directors.
Inspectors need not be shareholders of the Corporation.
Section 11. Examination of Corporate Records by Shareholders. Any person
who shall have been a shareholder of record for at least six (6) months
immediately preceding his demand, or who shall be the holder of record of at
least five percent (5%) of all of the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the right to
examine, in person, or by agent or attorney, at any reasonable time or times,
for any proper purpose, the Corporation's books and records of account and the
minutes and records of meetings of shareholders, the Board and the Committees o
the Board, and to make extracts therefrom. Notwithstanding the foregoing, upon
proof of proper purpose by a shareholder of the Corporation, irrespective of
the period of time during which such shareholder shall have been a shareholder
of record and irrespective of the percentage of outstanding shares held by him,
a court having equity jurisdiction in Shelby County, Tennessee, may compel the
production for examination by such shareholder of the books, documents and
records of the Corporation. By resolution the Board may adopt further policies
in respect of the right of the shareholders of the Corporation to inspect said
books and records provided that said policies shall not be more restrictive
than the provisions of applicable law at the time.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. Except as otherwise provided by law or by the
Charter, the business and affairs of the Corporation shall be managed by the
Board of Directors. The Board may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are not by statute or
the charter directed or required to be exercised or done by the shareholders.
Section 2. Number, Classification, Election, etc. The number of
directors of the corporation shall be twelve (12) who shall be divided into
three classes designated Class I, Class II and Class III as follows:
Class I consists of four (4) directors elected to hold office for a term
expiring at the 1997 Annual Meeting of Shareholders at which their respective
successors are to be elected for a term expiring at the 2000 Annual Meeting;
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Class II consists of four (4) directors elected to hold office for a term
expiring at the 1995 Annual Meeting of Shareholders at which their respective
successors are to be elected for a term expiring at the 1998 Annual Meeting;
and
Class III consists of four (4) directors elected to hold office for a term
expiring at the 1996 Annual Meeting of shareholders at which their respective
successors are to be elected for a term expiring at the 1999 Annual Meeting.
Thereafter, each class of directors shall be elected to hold office for
terms expiring on the third annual meeting succeeding the annual meeting at
which they were last elected. The successor to any director who shall have
been elected by the directors to fill a vacancy on the Board shall serve only
until the next annual meeting of shareholder for a term expiring at the same
time as the terms of the other members of the same class. 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. No amendment of the Bylaws decreasing the number of directors shall
have the effect of shortening the term of any director. All directors shall be
at least 21 years of age. Except as to persons who were Directors on February
21, 1985, mandatory retirement is established at age 70, to be effective at the
regular Annual Shareholders Meeting following the 70th birthday; provided,
however, a Director who is elected to the Board in connection with an
acquisition by the Corporation and is 70 years of age or reaches his 70th
birthday during said initial term as a member of the Board shall serve until
the expiration of the term of the Class in which he was elected. Directors need
not be shareholders of the Corporation or need they be residents of Tennessee.
Except as otherwise provided by law or by the Charter, the directors shall be
elected by written ballot at annual meetings of shareholders. Article NINE of
the Corporation's Charter, as amended by the shareholders on April 16, 1981,
provides that the number of directors of the Corporation shall be as provided
in these Bylaws from time to time but shall not be less than 7 nor more than 25
and establishes guidelines for increasing the number of directors by amendment
of the Bylaws by two-thirds vote of the directors then in office.
Section 3. Place of Meeting. Regular meetings of the Board shall be held
at such place within or without the State of Tennessee as the Board may from
time to time determine. Special meetings may be held at such place in Shelby
County, Tennessee, as may be determined by the person calling said meeting. In
all cases the place of the meeting shall be specified in the notice thereof.
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Section 4. Organization Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers, and the transaction of
other business as soon as practicable after each annual meeting of the
shareholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given if held at said time
and place. Such meeting may be held at any other time or place (within or
without the State of Tennessee) which shall be specified in a notice thereof
given as hereinafter provided in Section 7 of this ARTICLE II.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
of this Corporation shall be held on the third Thursday of each month at 9:30
a.m., in the Fourth Floor Executive Conference Room, Union Planters
Administrative Center, 7130 Goodlett Farms Parkway, Memphis, Tennessee. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which otherwise would be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board need not be given except as otherwise required
by law.
Section 6. Special Meetings. Special meetings of the Board may be called
by the Chairman of the Board, the President, Executive Vice President, the
Secretary or any three or more Directors of the Corporation.
Section 7. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the Secretary or by or under the supervision of the persons calling
the meeting as hereinafter provided in this Section 7, in which notice shall be
stated the time and place of the meeting. Notice of each such meeting shall be
delivered to each director, either personally or by telephone, telegraph, cable
or other method of communication, at least 24 hours before the time at which
such meeting is to be held, or by first-class mail, postage prepaid, addressed
to him at his residence or usual place of business, and deposited in the mail
at least two days before the day on which the meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting (other than for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened). Neither
the business to be transacted at, nor the purpose of any regular or special
meeting of the Board, need be specified in the notice or waiver of notice of
such meeting unless otherwise required by law of the Bylaws.
Section 8. Quorum and Manner of Acting. A majority of the entire Board
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of
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business at such meeting, and except as otherwise expressly required by the
Charter, these Bylaws or any applicable statute, the act of a majority of the
directors present at any meeting at which a quorum is present shall be act of
the Board. In the absence of a quorum at any meeting of the Board, a majority
of the directors present thereat may adjourn such meeting to another time and
place until a quorum shall be present thereat. Notice of the time and place of
any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless such time and place were
announced at the meeting at which the adjournment was taken, to the other
directors. At any adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally
called.
Section 9. Organization. At each meeting of the Board, the Chairman of
the Board, or, in his absence or inability to act, the Vice Chairman, or, in
his absence or inability to act, the President, or in his absence or inability
to act, another director chosen by a majority of the directors present shall
act as Chairman of the meeting and preside thereat. The Secretary or, in his
absence or inability to act, any person appointed by the Chairman shall act as
Secretary of the meeting and keep the minutes thereof.
Section 10. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or to the
Chairman of the Board, the Vice Chairman or to the President or to the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 11. Vacancies. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board for
any reason (other than the removal of directors without cause or for cause) may
be filled by vote of a majority of the directors then in office, although less
than a quorum exists. Vacancies occurring on the Board by reason of the
removal of directors without cause or for cause may be filled for the duration
of the term of the class by vote of the shareholders, provided, however, if the
shareholders shall fail to fill a vacancy so created, the vacancy shall be
filled by the directors in the manner specified in the preceding sentence. No
person who has attained the age of seventy (70) years shall be appointed to
fill any vacancy.
Section 12. Removal of Directors. Any or all of the directors of the
Corporation may be removed with or without cause by vote of the holders of
sixty-six and two-thirds percent (66
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2/3%) or more of the outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors.
Section 13. Action by Written Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting on written consent, setting forth the action so taken, signed by all of
the directors entitled to vote thereon. The instrument of consent shall be
filed with the minutes of the proceedings of the Board of Directors.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive Committee. The Board may, by resolution adopted by
a majority of the entire Board, designate an Executive Committee consisting of
five (5) or more of the directors of the Corporation, which Committee shall
have and may exercise all of the authority of the Board of Directors with
respect to all matters other than:
(a) The adoption, amendment or repeal of any Bylaw;
(b) The submission to shareholders of any action requiring
shareholders' authorization;
(c) The filling of vacancies in the Board of Directors or in any
committee thereof;
(d) The declaration of dividends or making of other corporate
distributions;
(e) The issuance of Common Stock, Preferred Stock or any other
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; or
(f) The removal or replacement of any officer elected by the Board
or appointed by the Chairman of the Board or President pursuant to
authority conferred upon them or either of them by the Board.
The Board may designate one or more directors as alternate members of the
Executive Committee, who may replace any absent member or members at any
meeting of such committee. The Executive Committee shall serve at the pleasure
of the Board. The Executive Committee shall keep written minutes of its
proceedings and shall report such minutes to the Board. All such proceedings
shall be subject to revision or alteration by the Board; provided, however,
that third parties shall not be prejudiced by such revision or alteration.
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Section 2. Other Committees. The Board may, by resolution adopted by a
majority of the entire Board, designate other Committees, each consisting of
three or more of the directors of the Corporation, which Committees, except as
otherwise proscribed by statute, shall have and may exercise the authority of
the Board to the extent that such authority shall be conferred by resolutions
designating such Committee or Committees adopted by vote of a majority of the
entire Board.
Section 3. General. A majority of any committee may determine its action
and fix the time and place of its meetings, unless the Board shall otherwise
provide. In the absence or disqualification of any member of any committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place and
stead of any such absent or disqualified member. In determining the existence
of a quorum, the Secretary of the Corporation shall not be counted unless he
shall be a director of the Corporation and shall have been duly appointed as a
member of such committee. The Board shall have the power at any time to change
the membership of any committee, to fill all vacancies, to designate alternate
members to replace any absent or disqualified member, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee shall
have or may exercise any authority or power of the Board in the management of
the business or affairs of the Corporation.
ARTICLE IV
OFFICERS
Section 1. Number and Qualifications. The officers of the Corporation
shall include the Chairman of the Board, the Vice Chairman, the President, one
or more Executive Vice Presidents, one or more Vice Presidents, the Treasurer
and the Secretary. Any two or more offices may be held by the same person,
except the offices of President and Secretary. Such officers shall be elected
by the Board of Directors each year at the organizational meeting held after
the Annual Meeting of shareholders, each to hold office until the meeting of
the Board following the next Annual Meeting of the shareholders and until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned or have been removed in the manner
provided by law and these Bylaws. The Board may from time to time elect, or
delegate to the Chairman of the Board the power to appoint such other officers
(including one or more Assistant Vice Presidents, one or more Assistant
Treasurers, and one or more Assistant Secretaries) and such agents, as may be
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necessary or desirable to carry on the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for
such terms as may be prescribed by the Board or by the appointing authority.
Section 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the Vice Chairman, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3. Removal. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board, or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of the
Board or the President.
Section 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled by the Board at
any regular or special meeting for the unexpired portion of the term of the
office which shall be vacant, in the manner prescribed in these Bylaws for the
regular election or appointment to such office.
Section 5. The Chairman. The Chairman of the Board shall be the Chief
Executive Officer of the Corporation and shall have the general and active
management of the business of the Corporation and shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers, agents and employees, subject, however, to the
control of the Board. He shall, if present, preside at each meeting of the
Shareholders and of the Board. He shall perform all duties incident to the
office of the Chairman of the Board and such other duties as may, from time to
time, be assigned to him by the Board. The Chairman of the Board shall be
authorized to do or cause to be done all things appropriate, including
preparation, execution and filing of any Registration Statements or other
documents to effectuate the registration of the Corporation's securities (when
necessary or desirable) with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended,
and to effectuate the registration of the Corporation's securities as may be
necessary or desirable pursuant to the securities laws of any state. The
Chairman is also authorized to execute and cause to be filed on behalf of the
Corporation any reports which may be required by the securities laws or other
laws of the United States or of any state pursuant to any regulations adopted
with respect thereto.
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Section 5(a). The Vice Chairman. The Vice Chairman shall have those
duties assigned to him by the Chairman or the Board. In the case of the
absence of the Chairman or his inability to act, the Vice Chairman shall
perform the duties of the Chairman, and when so acting shall have all of the
powers of, and be subject to all the restrictions upon, the Chairman.
Section 6. The President. The President shall have general and active
supervision and direction over the other officers, agents and employees and
shall see that their duties are properly performed, subject, however, to the
control of the Board. Concurrently with the Chairman of the Board, the
President is hereby authorized to do or cause to be done all things
appropriate, including preparation, execution and filing of the registration of
the Corporation's securities (when necessary or desirable) with the Securities
and Exchange Commission pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended, and to effectuate registration of
the Corporation's Securities as may be necessary or desirable pursuant to the
securities laws of any state. The President is also authorized to execute and
cause to be filed on behalf of the Corporation any reports which may be
required by the securities laws or other laws of the United States or any state
or pursuant to any regulations adopted with respect thereto. In the case of
the absence of the Chairman of the Board and the Vice Chairman or their
inability to act, the President shall perform the duties of the Chairman of the
Board, and when so acting, shall have all the powers of, and be subject to all
the restrictions upon, the Chairman of the Board. He shall perform all duties
incident to the office of the Chairman of the Board and such other duties as,
from time to time, may be assigned to him by the Board or these Bylaws.
Section 7. Executive Vice-President. At the request of the Chairman of
the Board, the Vice Chairman and the President, or in the case of their absence
or inability to act, the Executive Vice-President shall perform the duties of
the Chairman of the Board, the Vice Chairman and the President, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the Chairman of the Board, the Vice Chairman and the President. The
Executive Vice-President shall perform all duties incident to the office of
Executive Vice-President and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board, the Vice Chairman, the
President, or by these Bylaws. One Executive Vice-President shall be the chief
financial officer of the Corporation.
Section 8. Vice Presidents. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board, the Chairman
of the Board, the Vice Chairman or the President. Vice-Presidents shall have
seniority based upon length of service as Vice-President. Unless the Board
shall
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otherwise provide, the Senior Vice-President shall perform the duties of
the Executive Vice-President in case of his absence or inability to act, or if
an Executive Vice-President shall not have been appointed by the Board.
Section 9. The Treasurer. The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) Keep full and accurate records of receipts and disbursements in
books belonging to the Corporation.
(c) Cause all monies and other valuables to be deposited to the
credit of the Corporation;
(d) Receive, and give receipts for, monies due and payable to the
Corporation from any source whatsoever;
(e) Disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the proper vouchers
therefor; and
(f) In general, perform all the duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned to
him by the Board, the President, the Vice Chairman or the Chairman of the
Board.
Section 10. The Secretary. The Secretary shall:
(a) Keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the committees of the
Board and the shareholders;
(b) See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) Be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation
(unless the seal of the Corporation on such certificates shall be
facsimile as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its
seal;
(d) See that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed;
(e) In general, perform all the duties incident to the office of
Secretary and such other duties as from time
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to time may be assigned to him by the Board, the Chairman of the Board,
the Vice Chairman or the President.
Section 11. Officers' Bond or Other Security. If required by the Board,
any officer of the Corporation shall give a bond or other security for the
faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.
ARTICLE V
INDEMNIFICATION
The Corporation does hereby indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Tennessee and by ARTICLE
TWELVE of its Charter. The Corporation may indemnify any other person to the
extent permitted by the Charter and by applicable law.
ARTICLE VI
SHARES, ETC.
Section 1. Stock Certificates. Each shareholder of the Corporation shall
be entitled upon request to have a certificate in such form conforming to law
as shall be approved by the Board, representing the number of shares of stock
of the Corporation owned by him. The certificates representing shares of stock
shall be signed in the name of the Corporation by the Chairman of the Board or
the President or a Vice-President or an Assistant Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and sealed with the seal of the Corporation (which seal may be a facsimile
engraved or printed); provided, however, that where any such certificate is
countersigned by a transfer agent and/or a registrar (other than the
Corporation or one of its employees), the signatures of the Chairman of the
Board, President, Vice-President, Secretary, or Treasurer upon such
certificates may be facsimiles, engraved or printed. In case any officer who
shall have signed such certificate shall have ceased to be such officer before
such certificates shall be issued, they may nevertheless be issued by the
Corporation with the same effect as if such officer were still in office at the
date of their issue.
Section 2. Books of Account and Record of Shareholders. There shall be
kept correct and complete books and records of account, minutes of the
proceedings of its shareholders, Board of Directors and the committees of the
Board, and of all the business and transactions of the Corporation. There
shall also be kept at the office of its transfer agent or at both, a record
containing the names and addresses of all shareholders of the Corporation, the
number of shares of stock held by each, and the
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dates when they became the owners of record thereof. Such shareholder records
may be in written form, on magnetic tape, disk pack storage, or in any other
form capable of being converted into written form within a reasonable time for
visual inspection.
Section 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all applicable taxes with
respect to the transfer. Except as otherwise provided by law, the Corporation
shall be entitled to recognize the exclusive right of a person in whose name
any share or shares stand on the record of shareholders as the owner of such
shares or shares for all purposes, including, without limitation, the right to
receive dividends or other distributions, and to vote as such owner, and the
Corporation shall not be bound to recognize any equitable or legal claim to or
interest in any such share or shares on the part of any other person. Whenever
any transfers of shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to the Secretary or to
such transfer agent or transfer clerk, such facts shall be stated in the entry
of the transfer.
Section 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with applicable law, the Charter or these Bylaws,
as it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of stock of the Corporation. It may appoint one or
more transfer agents or one or more transfer clerks and one or more registrars,
and may require all certificates for shares of stock to bear the signature or
signatures of any of them.
Section 5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate(s) representing shares of the Corporation shall immediately notify
the Corporation of any loss, destruction or mutilation of such certificate(s),
and the corporation may issue a new certificate or certificates of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated. As a
condition precedent to the issuance of replacement certificates, such owner or
his legal representative as principal shall give to the Corporation a bond with
"open" (unlimited) penalty and in such form and with such surety or sureties as
the person designated by the Board in his absolute discretion shall determine
to be sufficient to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss or destruction of any such
certificate,
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or the issuance of a new certificate. Any transfer agent which may be
appointed by the Corporation shall be and is hereby designated as the person to
make the determination whether the bond furnished meets the requirements of
this Section 5 unless the Board, by resolution, shall designate some other
person to do so. Anything herein to the contrary notwithstanding, the Board,
in its absolute discretion, may refuse to issue any such new certificate,
except pursuant to legal proceedings under the laws of the State of Tennessee.
Section 6. Fixing of Record Dates. The Board may fix, in advance, a date
not less than ten (10) days prior to the date then fixed for the holding of any
meeting of the shareholders as the time as of which the shareholders entitled
to notice of and to vote at such meeting or whose consent or dissent is
required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who as holders or record of voting stock at such
time, and no others, shall be entitled to such notice of, and to vote at such
meeting or to express their consent or dissent, as the case may be. The Board
may fix in advance a date not more than sixty (60) days and not less than ten
(10) days prior to the date fixed for the payment of any dividends; or for the
making of any distribution; or for the allotment of rights to subscribe for
securities of the Corporation; or for the delivery of evidences of rights or
evidence of interests arising out of any change, conversion or exchange of
capital stock or other securities; as the record date for the determination of
shareholders entitled to receive any such dividend, distribution, allotment,
rights or interests, and in such case only the shareholders of record at the
time so fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
ARTICLE VII
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be at 7130 Goodlett Farms Parkway, Memphis, Tennessee 38018, County of
Shelby, and State of Tennessee, or at such other address as may be fixed by the
Board.
Section 2. Other Offices. The Corporation may also have an office or
offices other than said principal office at such place or places, either within
or without the State of Tennessee, as the Board shall from time to time
determine or the business of the Corporation may require.
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ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE IX
SEAL
The form of seal of the Corporation shall be determined by the Board of
Directors.
ARTICLE X
MISCELLANEOUS
Section 1. Reports to Shareholders. The books of account of the
Corporation shall be examined by an independent firm of public accountants at
the close of each annual period of the Corporation and at such other times, if
any, as may be directed by the Board. A report to the shareholders based upon
such examination shall be mailed to each shareholder of the Corporation of
record on such date with respect to each report as may be determined by the
Board, at his address as the same appears on the stock transfer records of the
Corporation. Each such report shall show the assets and liabilities of the
Corporation as of the close of the annual or other period covered by the
report. This report shall also show the Corporation's income and expenses from
the period from the end of the Corporation's preceding fiscal year to the close
of the annual or other period covered by the report, any other information which
may be required by law or regulation lawfully adopted and shall set forth such
other matters as the Board or such independent firm of public accountants shall
determine.
Section 2. Selection and Termination of Firm of Independent Public
Accountants. The independent auditors and accountants for the Corporation
shall be selected by the Board at a meeting held within thirty (30) days before
the beginning of the fiscal year and before the Annual Meeting of Shareholders
except that any vacancy occurring between Annual Meetings as a result of the
resignation of the accountants may be filled by the vote of a majority of those
members of the entire Board who are not salaried officers or employees of the
Corporation or of any affiliate of the Corporation. Such selection shall be
submitted for ratification or rejection at the next succeeding Annual Meeting
of Shareholders if such meeting be held, or at the next succeeding Special
Meeting of Shareholders in said fiscal year if the Annual Meeting shall not be
held on the date designated in the Bylaws therefor; provided, however, that a
Special Meeting of Shareholders
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need not be called to ratify or reject the selection by the Board of
independent auditors and accountants in the above manner to fill a vacancy
occurring between Annual Meeting as a result of the resignation of said
auditors and accountants. The employment of such accountants shall be
conditioned upon the right of the Corporation, either by the unanimous vote of
the entire Board of Directors or by vote of a majority of the outstanding
voting securities at any meeting called for the purpose, to terminate such
employment without penalty. If the selection of accountants shall be rejected
by the Shareholders or their employment be terminated by the Shareholders in
the manner provided above, the vacancy so occurring may be filled by the vote
of a majority of the outstanding voting securities either at the meeting at
which the rejection or termination by the Shareholders occurred or, if not so
filled, at a subsequent meeting which shall be called for the purpose.
ARTICLE XI
AMENDMENTS
These Bylaws may be amended or repealed, in whole or in part, or new
Bylaws may be adopted, by the Board of Directors at any meeting thereof by vote
of a majority of the entire Board, unless a greater affirmative vote is
required by the Charter; provided, however, that notice of such meeting shall
have been given as provided in these Bylaws, which notice shall mention that
amendment or repeal of the Bylaws, or the adoption of new Bylaws, is one of the
purposes of the meeting. Any such Bylaws adopted by the Board may be amended
or repealed, or new Bylaws may be adopted by vote of the shareholders of the
Corporation, at any annual or special meeting thereof; provided, however, that
notice of such meeting shall have been given as provided in these Bylaws, which
notice shall mention that amendment or repeal of these Bylaws, or the adoption
of new Bylaws, is one of the purposes of such meeting.
ARTICLE XII
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT ANNUAL MEETINGS
Any proposal of a shareholder which is to be presented at any annual
meeting of shareholders shall be sent so as to be received by the Corporation
at its principal offices not less than one hundred twenty (120) days in advance
of the date of the Corporation's proxy statement issued in connection with the
previous year's annual meeting of shareholders.
Updated March 7, 1996
18
<PAGE> 1
Exhibit 5
April 8, 1996
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Gentlemen:
The undersigned has participated in the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to 500,000 shares of common
stock, $5.00 par value per share (the "Common Stock") of Union Planters
Corporation (the "Corporation") which may be issued by the Corporation pursuant
to its Dividend Reinvestment and Stock Purchase Plan.
For purposes of rendering the opinion expressed herein, the undersigned has
examined the Corporation's corporate charter and all amendements thereto; the
Corporation's bylaws and amendents thereto; the Plan; and such of the
Corporation's corporate records as the undersigned has deemed necessary and
material to rendering the undersigned's opinion. The undersigned has relied
upon certificates of public officials and representations of the Corporation's
officers, and has assumed that all documents examined by the undersigned as
originals are authentic, that all documents submitted to the undersigned as
photocopies are exact ducplicates of original documents, and that all
signatures on all documents are genuine.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, I am of the opinion that the Shares are duly authorized and, when issued
and sold in accordance with the Registration Statement, the prospectus
delivered to participants in the Plans pursuant to the requirements of the Act
(the "Prospectus"), the pertinent provisions of any applicable state securities
laws and the Plans, will be duly and validly issued, fully paid and
nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions.
<PAGE> 2
(a) The undersigned is licensed to practice law only in the State of
Tennessee and expresses no opinion with respect to the effect of any laws other
than those of the State of Tennessee and of the United States of America.
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to
update or supplement said opinion in the event of or in response to any
subsequent changes in the law or said authorities, or upon the occurrence after
the date hereof of events or circumstances that, if occurring prior to the date
hereof, might have resulted in a different opinion.
(c) This opinion has been rendered solely for the benefit of Union
Planters Corporation and no other person or entity shall be entitled to rely
hereon without the express written consent of the undersigned.
(d) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
The undersigned hereby consents to the undersigned being named as party
rendering a legal opinion under Item 5 of the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as well as
all state regulatory bodies and jurisdictions where qualification is sought
for the sale of the subject securities.
The undersigned is an officer of and receives compensation from UPC and
therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ E. James House, Jr.
---------------------------------
E. James House, Jr.
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 18, 1996, which appears on page 33 of the 1995 Annual Report to
Shareholders of Union Planters Corporation, which is incorporated by reference
in Union Planters Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Memphis, Tennessee
April 8, 1996
<PAGE> 1
Exhibit 23(b)
ACCOUNTANTS' CONSENT
We consent to incorporation by reference in the registration statements
(No. 33-________) on Form S-3 and (No. 33-________) on Form S-8 of Union
Planters Corporation of our report dated February 2, 1996, to the consolidated
statements of financial position of Leader Financial Corporation and subsidiary
as of December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995, which report appears in the Current
Report on Form 8-K dated April 1, 1996 of Union Planters Corporation.
Our report refers to changes in accounting principles related to the adoption
in 1994 of the provisions of the American Institute of Certified Public
Accountants' Statement of Position 93-6, Employers' Accounting for Employee
Stock Ownership Plans, and in 1993 of the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
106, Employers' Accounting for Postretirement Benefits Other than Pensions, and
No. 115, Accounting for Certain Investments in Debt and Equity Securities.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
April 8, 1996
<PAGE> 1
EXHIBIT 99
FORM OF AUTHORIZATION CARD
Front of Card:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
To: Shareholders of Union Planters Corporation 1. [ ] I wish to reinvest my cash dividends on all of
shares of Common Stock.
By signing the authorization on the other side of this card
and returning it to us, you may participate in the Union 2. [ ] I wish to reinvest my cash dividends on
Planters Dividend Reinvestment and Stock Purchase Plan as ------
described in the accompanying Prospectus. You may elect by my shares of Common Stock.
checking the appropriate box or boxes to reinvest all or
some portion of the cash dividends on your shares of Common 3. [ ] I wish to make optional cash payments, and enclose
Stock of the Company, or to make voluntary cash payments to a check for my initial voluntary cash payment
purchase more shares, or do both. $ (minimum $100 per payment and maximum
---------
$2,000 per calendar quarter).
(This is not a Proxy. Please make your election above and sign the Authorization Card on the reverse side.)
Reverse of Card:
AUTHORIZATION
---------------------------------------
Taxpayer Identification Number (if any)
</TABLE>
To: Union Planters Corporation and Union Planters National Bank, Corporate
Trust Operations, as Plan Administrator, or its duly appointed successor:
Upon my election to reinvest all or some portion of my cash dividends as I have
indicated on the reverse side (if applicable), I hereby authorize and direct
Union Planters Corporation (the "Company") to pay to Union Planters National
Bank, Corporate Trust Operations ("Plan Administrator") for my account cash
dividends payable to me on Common Stock of the Company registered in my name.
I hereby appoint the Plan Administrator or its duly appointed successor as my
agent, subject to the Terms and Conditions set forth in the Prospectus covering
the Union Planters Corporation Dividend Reinvestment and Stock Purchase Plan, a
copy of which I have received and read. I hereby authorize the Plan
Administrator, to the extent I have indicated on the reverse side or may
properly indicate hereafter, to take all actions necessary to apply cash
dividends payable on shares of Common Stock of the Company registered in my
name and/or all my voluntary cash payments made in accordance with the Plan to
the purchase of whole and fractional shares of Common Stock of the Company.
In the event that the certificates representing shares purchased by me are held
by the Plan Administrator or its nominee, I hereby authorize the Plan
Administrator or its nominee to merge such certificates into one or more
certificates of larger denominations.
This authorization and appointment is given with the understanding that I may
terminate it at any time by notifying the Plan Administrator in writing at
least fifteen (15) days before the Record Date for any dividend payment or
before any Investment Date.
Signature:
-------------------------------
Printed or Typed Name:
-------------------
Signature:
-------------------------------
Printed or Typed Name:
-------------------
Date:
Please sign exactly as your name(s)
appears on your stock certificate. This
authorization is invalid unless signed by
all persons whose names appear on your
stock certificate.
