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As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-
================================================================================
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 1,000,000 $34.63 $34,630,000 $11,941.38
par value per share
=============================================================================================================================
Note: Based upon the average of the high and low prices reported on the New York Stock Exchange as of September 10, 1996
pursuant to the requirements of Section 457(c).
================================================================================================================================
</TABLE>
<PAGE> 2
PROSPECTUS
[LOGO] UNION
PLANTERS
CORPORATION
------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 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 1,000,000 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 SEPTEMBER 12, 1996
<PAGE> 3
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, is required to file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Copies of such
reports, proxy statements and other information can be obtained, at prescribed
rates, from the Commission by addressing written requests for such copies to the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, such reports, proxy statements, and
other information can be inspected at the public reference facilities referred
to above, at the regional offices of the Commission at Room 1024, 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, or, if such reports or
proxy statements have been filed electronically, through the Internet Web site
maintained by the Commission at (http://www.sec.gov.). 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 Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 and June 30, 1996;
3. the Company's Current Reports on Form 8-K dated January 5, 1996;
March 8, 1996; April 1, 1996; and April 2, 1996; April 18, 1996; May 21,
1996; May 22, 1996; July 18, 1996; August 15, 1996; and August 16, 1996;
4. 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; and
5. 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.
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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 incorporated 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)
580-6584.
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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) 580-6000.
This Prospectus describes the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), which initially became effective in April, 1989 when
the Company registered 500,000 shares of its Common Stock for purchase under the
Plan. In April, 1996, the Company registered an additional 500,000 shares under
the Plan. The additional 1,000,000 shares to which this Prospectus relates would
increase the total number of shares available under the Plan to an aggregate of
2,000,000 shares, 856,781 of which have been issued as of September 12, 1996.
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 Enrollment
Authorization Form (the "Authorization Card") and returning it to Union Planters
National Bank, Corporate Trust Operations, P.O. Box 387, Memphis, Tennessee
38147 (physical address 6200 Poplar Avenue, Suite 300, Memphis, Tennessee
38119).
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
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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 direct registered holders
(excluding holders in street name and holders through depositories and nominees)
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, P.O. Box 387, Memphis, Tennessee 38147
(physical address 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.
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 middle
of the months 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
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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.
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
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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 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
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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? Direct
registered shareholders of the Company (excluding holders in street name and
holders through depositories and nominees) 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, P.O. Box 387,
Memphis, Tennessee 38147 (physical address 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 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. Participants should retain statements of account in their
files to determine Participants' cost basis in such shares. 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
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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, specifying the Plan account number(s). 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, P.O. Box 387, Memphis,
Tennessee 38147 (physical address 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
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 as reported on the NYSE 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.
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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 NYSE 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.
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
10
<PAGE> 12
Company. Participants should retain their regular statement of Account in their
files to determine the Participants' cost basis in the shares.
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 Planters National
Bank, Corporate Trust Operations, P.O. Box 387, Memphis, Tennessee 38147
(physical address 6200 Poplar Avenue, Suite 300, Memphis, Tennessee 38119). The
telephone number of the Plan Administrator is (901) 580-5522.
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.
11
<PAGE> 13
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.
EXPERTS
The consolidated financial statements of Union Planters Corporation
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 certified public accountants, 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.
The report of KPMG Peat Marwick LLP refers to changes in the 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 Financial Accounting Standards Board's Statement 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.
12
<PAGE> 14
LEGAL MATTERS
The validity of the shares of the Company's Common Stock offered hereby
will be passed upon by E. James House, Jr., Secretary and Manager of the Legal
Department of the Company. E. James House, Jr. is an officer of, and receives
compensation from the Company.
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. 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
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 Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
13
<PAGE> 15
EXHIBIT A
ENROLLMENT AUTHORIZATION FORM
(For more information see reverse)
FRONT OF CARD:
SIGNATURE(S) OF REGISTERED OWNER(S):
- ------------------------------------------------------
(Name) (Date)
- ------------------------------------------------------
(Name) (Date)
PLEASE PRINT NAME, ADDRESS, TAXPAYER IDENTIFICATION NUMBER AND DAYTIME TELEPHONE
NUMBER IN THE SPACE BELOW:
- ------------------------------------------------------
(Name)
- ------------------------------------------------------
(Address)
- ------------------------------------------------------
(City) (State) (Zip)
- ------------------------------------------------------
(Tax ID number)
- ------------------------------------------------------
(Daytime telephone number)
UNION PLANTERS CORPORATION
DIVIDEND REINVESTMENT PLAN
PLEASE ENROLL MY ACCOUNT AS FOLLOWS:
PLACE AN "X" IN ONE OF THE BOXES ONLY.
1. / / FULL DIVIDEND REINVESTMENT -- Reinvest any dividends that may become
payable to me on all Common Stock now or hereafter registered to me and
any voluntary cash payments I may choose to send.
2. / / PARTIAL DIVIDEND REINVESTMENT -- Reinvest any dividends that may become
payable to me on the following shares of my Common Stock and any
voluntary cash payments I may choose to send. ________ shares (number of
shares, not percentage)
3. / / VOLUNTARY CASH PAYMENTS ONLY -- Invest the attached cash payment and any
future voluntary cash payments I may choose to send (minimum $100 per
payment and maximum $2,000 per calendar quarter).
I understand that I may change or revoke this authorization at any time by
notifying Union Planters National Bank, in writing, of my desire to change or
terminate my participation.
NOTE: Voluntary cash payments may be made with all enrollment options. A
separate enrollment authorization form must be submitted for each account.
REVERSE OF CARD:
I hereby appoint Union Planters Corporation and Union Planters National Bank,
Corporate Trust Department, as my agent under the terms and conditions of the
Dividend Reinvestment and Stock Purchase Plan as described in the Prospectus
which accompanies this Enrollment Authorization Form.
INSTRUCTIONS
A. Please check ONLY ONE of the 3 boxes (No. 1 or No. 2 or No. 3). If you do
not check any box, then Box 1 -- FULL DIVIDEND REINVESTMENT will be assumed.
B. If you checked Box 2, and:
If you wish to reinvest cash dividends on all of the shares now
-- registered in your name but not on any additional shares that may be
registered in your name in the future, write the total number of shares
now registered in your name in the space provided.
If you wish to reinvest cash dividends on less than all of the shares now
-- registered in your name and continue to receive a check for cash
dividends on the remaining shares, write the number of shares on which
you do wish dividends reinvested in the space provided.
C. Under each of the 3 options, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be reinvested.
D. Be sure to date and sign this form and return it to Union Planters National
Bank, Corporate Trust Operations, P.O. Box 387, Memphis, Tennessee 38147
(physical address 6200 Poplar Avenue, Suite 300, Memphis, Tennessee 38119).
Be sure to include a separate enrollment authorization form for each
account.
<PAGE> 16
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Statement of Available Information.... 2
Incorporation of Certain Documents by
Reference........................... 2
Summary............................... 4
Dividend Reinvestment and Stock
Purchase Plan....................... 4
Purpose............................. 4
Participation....................... 5
Costs............................... 6
Purchases........................... 6
Reports to Participants............. 8
Dividends........................... 8
Discontinuance of Dividend
Reinvestment..................... 9
Withdrawal of Shares in Plan
Accounts......................... 9
Federal Income Tax Consequences..... 10
Other Information................... 11
Use of Proceeds....................... 12
Experts............................... 12
Legal Matters......................... 13
Indemnification of Officers, Directors
and Affiliates for Securities Act
Liabilities......................... 13
</TABLE>
[LOGO] UNION
PLANTERS
CORPORATION
----------------------------
DIVIDEND
REINVESTMENT AND
STOCK PURCHASE
PLAN
----------------------------
September 12, 1996
<PAGE> 17
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 . . . . . . . . . . . . . . . . $11,941.38
Printing and Engraving Expenses . . . . . . . . . . . . . . . . 5,000.00
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 . . . . . . . . . . . . . . . . . . . . . . . . . $32,941.38
</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> 18
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>
4(a) -- Restated Charter of Union Planters Corporation
(incorporated by reference to Exhibit 3 to the Registration Statement
on Form S-4 filed on August 23, 1996 (Registration No. 333-10787)).
4(b) -- Amended and Restated Bylaws of the Company, as amended March 8, 1996
(incorporated by reference to Exhibit 3 to the Registration Statement
of Form S-3 filed April 8, 1996).
4(c) -- Rights Agreement, dated January 19, 1989 between the Company and Union
Planters National Bank, including form of Rights Certificate (Exhibit A)
and a form Summary of Rights (Exhibit B) (incorporated by reference to the
Registration Statement on Form 8-A dated January 19, 1989, as filed on
February 1, 1989 (Commission File No. 0-6919)).
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 Enrollment Authorization Form (included as Exhibit A to the Prospectus included
as part of this Registration Statement).
</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> 19
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> 20
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 4th day
of September, 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, September 4, 1996
- ---------------------------------- Chief Executive Officer
Benjamin W. Rawlins, Jr. and Director (Principal
Executive Officer)
/s/ John W. Parker Executive Vice President September 4, 1996
- ---------------------------------- and Chief Financial
John W. Parker Officer (Principal
Financial Officer)
/s/ M. Kirk Walters Senior Vice President, September 4, 1996
- ---------------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
/s/ Albert M. Austin Director September 4, 1996
- ----------------------------------
Albert M. Austin
</TABLE>
II-4
<PAGE> 21
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Marvin E. Bruce Director September 4, 1996
- ----------------------------------
Marvin E. Bruce
/s/ George W. Bryan Director September 4, 1996
- ----------------------------------
George W. Bryan
/s/ Robert B. Colbert, Jr. Director September 4, 1996
- ----------------------------------
Robert B. Colbert, Jr.
/s/ C. J. Lowrance, III Director September 4, 1996
- ----------------------------------
C. J. Lowrance, III
/s/ Jackson W. Moore President and Director September 4, 1996
- ----------------------------------
Jackson W. Moore
Director
- ----------------------------------
Stanley D. Overton
/s/ V. Lane Rawlins Director September 4, 1996
- ----------------------------------
V. Lane Rawlins
Director
- ----------------------------------
Mike P. Sturdivant
Director
- ----------------------------------
Richard A. Trippeer, Jr.
Director
- ----------------------------------
Milton J. Womack
</TABLE>
II-5
<PAGE> 1
Exhibit 5
September 12, 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 1,000,000 shares (the
"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 (the
"Plan").
For purposes of rendering the opinion expressed herein, the undersigned has
examined the Corporation's corporate charter and all amendments thereto; the
Corporation's bylaws and amendments 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 duplicates 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 Plan pursuant to the requirements of the
Securities Act of 1933, as amended (the "Prospectus"), the pertinent
provisions of any applicable state securities laws and the Plan, 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 the Corporation
and therefore is not independent from the Corporation.
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
September 12, 1996
<PAGE> 1
Exhibit 23(b)
ACCOUNTANTS' CONSENT
We consent to incorporation by reference in the registration statement (No.
33-________) on Form S-3 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
September 11, 1996
