<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 22, 1996 (May 22, 1996)
------------------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
------------------------ --------------- -------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
-----------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
Item 7 (b) below presents unaudited pro forma consolidated financial
statements of Union Planters Corporation (the Corporation) reflecting certain
pending and probable acquisitions as of and for the three months ended March
31, 1996 and for the three years ended December 31, 1995.
Certain of the information included in this Current Report on Form 8-K
contains forward-looking statements and information that are based on
management's belief as well as assumptions made by and information currently
available to management. When used in this report, the words "anticipate,"
"project," "expect," and similar expressions are intended to identify
forward-looking statements. Although the Corporation believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurances that such expectations will prove to have been correct.
Such statements are subject to certain risks, uncertainties, and assumptions.
Should one or more of these risks materialize, or should such underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, projected, or expected. Among the key factors that may
have a direct bearing on the Corporation's operating results, particularly
described in Note 3 and Note 4, are fluctuations in the economy, the
Corporation's ability to achieve the anticipated cost savings related to the
pending acquisitions, the ability of the Corporation to achieve the anticipated
revenue enhancements, the assimilation of the acquired operations into the
Corporation's culture, including the ability to instill the Corporation's
credit culture and approach to operating efficiencies to the acquired
operations, the continued growth of the markets in which the Corporation
operates consistent with recent historical experience, the absence of material
contingencies related to the acquired operations, including asset quality and
litigation contingencies, the enactment of federal legislation impacting the
operations of the Corporation, and the Corporation's ability to expand into new
markets and to maintain profit margins in the face of pricing pressure.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(b) Pro Forma Financial Information
Index to Unaudited Pro Forma Financial Information Page
-----
(1) Introduction 1
(2) Unaudited Pro Forma Consolidated Balance Sheet
as of March 31, 1996 2
(3) Unaudited Pro Forma Consolidated Statement of Earnings
for the three months ended March 31, 1996 3
(4) Unaudited Pro Forma Consolidated Statements of Earnings
for the Years Ended December 31, 1995, 1994, and 1993 4 - 6
(5) Notes to Unaudited Pro Forma Consolidated Financial Statements 7
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Union Planters Corporation
----------------------------
Registrant
Date: May 22, 1996 /s/ Jack W. Parker
----------------- -----------------------------
Jack W. Parker
Executive Vice President and
Chief Financial Officer
2
<PAGE> 4
UNION PLANTERS CORPORATION
Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 5
UNION PLANTERS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
The following unaudited pro forma consolidated financial statements
present a balance sheet as of March 31, 1996 and statements of earnings for the
three months ended March 31, 1996 and for each of the three years ended
December 31, 1995, 1994, and 1993. The pro forma balance sheet includes, on a
pro forma basis, the impact of certain pending acquisitions, the consummations
of which are considered by management to be probable, as described in Note 1.
The statements of earnings for the three months ended March 31, 1996, and for
the year ended December 31, 1995 present the pro forma impact of the
acquisitions completed in 1995 and 1996 and the pending acquisitions considered
probable of consummation assuming that all of the acquisitions had been
completed at January 1, 1995, in each case as described in Note 1. Pro forma
statements of earnings are also presented for each of the two years ended
December 31, 1994 and 1993 to reflect only the pending acquisition of Leader
Financial Corporation (Leader) which would constitute a significant subsidiary
and is expected to be accounted for as a pooling of interests. With the
exception of the Leader acquisition, the pro forma impacts of the recently
completed and probable acquisitions are not presented individually since the
impacts of the acquisition of these entities are not considered to be
significant to the consolidated financial condition or results of operations of
Union Planters Corporation (the Corporation or Union Planters). The pro forma
financial statements should be read in conjunction with the audited
consolidated financial statements and the notes thereto included in Exhibit 13
to the Corporation's 1995 Annual Report on Form 10-K and the corresponding
unaudited consolidated financial statements included in the Corporation's
Quarterly Report on Form 10-Q dated March 31, 1996. Additionally, the
Corporation's Current Reports on Form 8-K dated March 8, 1996, April 1, 1996,
and May 21, 1996 include respectively: (i) the definitive Agreement and Plan of
Merger dated as of March 8, 1996, pursuant to which the Leader acquisition
would be effected; (ii) Leader's audited consolidated financial statements as
of December 31, 1995 and 1994 and for each of the three years ended December
31, 1995, 1994, and 1993; and (iii) Leader's unaudited consolidated financial
statements as of and for the three months ended March 31, 1996 and 1995.
1
<PAGE> 6
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
UNION OTHER
PLANTERS PROBABLE
UNION PRO FORMA AND PENDING PRO FORMA
PLANTERS LEADER ADJUSTMENTS LEADER ACQUISITIONS* CONSOLIDATED
----------- ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 475,211 $ 28,969 $ 0 $ 504,180 $ 25,095 $ 529,275
Interest-bearing deposits at financial
institutions 3,820 459 0 4,279 689 4,968
Federal funds sold and securities
purchased under agreements to resell 182,199 93,000 0 275,199 20,394 295,593
Trading account assets 134,926 0 0 134,926 0 134,926
Loans held for resale 91,007 30,139 0 121,146 0 121,146
Investment securities
Available for sale, at fair value 2,951,092 576,711 179,280 3,707,083 123,833 3,830,916
Held to maturity, at amortized cost - 177,629 (177,629) 0 0 0
Loans 7,123,637 2,076,712 0 9,200,349 432,035 9,632,384
Less: Unearned income (31,900) (9,141) 0 (41,041) (1,576) (42,617)
Allowance for losses on loans (136,277) (23,127) 0 (159,404) (4,169) (163,573)
----------- ---------- --------- ----------- -------- -----------
Net loans 6,955,460 2,044,444 0 8,999,904 426,290 9,426,194
Premises and equipment 229,725 19,274 0 248,999 19,904 268,903
Accrued interest receivable 100,811 74,408 0 175,219 4,177 179,396
Goodwill and other intangibles 62,141 0 0 62,141 8,736 70,877
Other assets 182,290 132,779 (644) 314,425 6,324 320,749
----------- ---------- --------- ----------- -------- -----------
Total assets $11,368,682 $3,177,812 $ 1,007 $14,547,501 $635,442 $15,182,943
=========== ========== ========= =========== ======== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 1,364,399 $ 201,522 $ 0 $ 1,565,921 $ 63,466 $ 1,629,387
Certificates of deposit of $100,000
and over 784,327 160,083 0 944,410 67,948 1,012,358
Other interest-bearing 7,374,150 1,221,086 0 8,595,236 424,960 9,020,196
----------- ---------- --------- ----------- -------- -----------
Total deposits 9,522,876 1,582,691 0 11,105,567 556,374 11,661,941
Short-term borrowings 236,220 589,120 0 825,340 7,093 832,433
FHLB advances 256,178 580,578 0 836,756 10,854 847,610
Long-term debt 216,288 12,182 0 228,470 13,834 242,304
Accrued interest, expenses, and taxes 104,846 37,858 0 142,704 3,283 145,987
Other liabilities 39,409 120,212 0 159,621 3,214 162,835
----------- ---------- --------- ----------- -------- -----------
Total liabilities 10,375,817 2,922,641 0 13,298,458 594,652 13,893,110
----------- ---------- --------- ----------- -------- -----------
Shareholders' equity
Preferred stock
Convertible 91,810 0 0 91,810 6,452 98,262
Nonconvertible 0 0 0 0 0 0
Common stock 228,012 10,753 64,917 303,682 4,763 308,445
Additional paid-in capital 117,044 94,454 (82,281) 129,217 19,813 149,030
Net unrealized gain (loss) on available
for sale securities 19,145 7,348 1,007 27,500 (336) 27,164
Retained earnings 536,854 159,980 0 696,834 10,098 706,932
Treasury stock 0 (17,364) 17,364 0 0 0
----------- ---------- --------- ----------- -------- -----------
Total shareholders' equity 992,865 255,171 1,007 1,249,043 40,790 1,289,833
----------- ---------- --------- ----------- -------- -----------
Total liabilities and
shareholders' equity $11,368,682 $3,177,812 $ 1,007 $14,547,501 $635,442 $15,182,943
=========== ========== ========= =========== ======== ===========
</TABLE>
* Net of pro forma adjustments
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-2-
<PAGE> 7
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
UNION OTHER
PLANTERS PROBABLE
UNION PRO FORMA AND PENDING PRO FORMA
PLANTERS LEADER ADJUSTMENTS LEADER ACQUISITIONS * CONSOLIDATED
--------- ------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $164,033 $46,311 $ 0 $210,344 $10,335 $220,679
Interest on investment securities
Taxable 35,735 13,811 0 49,546 2,029 51,575
Tax-exempt 7,550 116 0 7,666 0 7,666
Interest on deposits at financial institutions 57 5 0 62 29 91
Interest on federal funds sold and securities
purchased under agreements to resell 4,818 1,351 0 6,169 159 6,328
Interest on trading account assets 2,387 0 0 2,387 0 2,387
Interest on loans held for resale 1,427 366 0 1,793 0 1,793
-------- ------- ------ -------- ------- --------
Total interest income 216,007 61,960 0 277,967 12,552 290,519
-------- ------- ------ -------- ------- --------
Interest expense
Interest on deposits 89,994 18,925 0 108,919 5,391 114,310
Interest on short-term borrowings 2,934 8,369 0 11,303 50 11,353
Interest on FHLB advances and long-term debt 7,606 8,459 0 16,065 462 16,527
-------- ------- ------ -------- ------- --------
Total interest expense 100,534 35,753 0 136,287 5,903 142,190
-------- ------- ------ -------- ------- --------
Net interest income 115,473 26,207 0 141,680 6,649 148,329
Provision for losses on loans 7,981 1,511 0 9,492 470 9,962
-------- ------- ------ -------- ------- --------
Net interest income after provision
for losses on loans 107,492 24,696 0 132,188 6,179 138,367
Noninterest income
Service charges on deposit accounts 16,641 1,129 0 17,770 640 18,410
Bank card income 5,159 230 0 5,389 0 5,389
Mortgage servicing income 2,443 3,037 2,563 8,043 30 8,073
Trust service income 2,290 0 0 2,290 0 2,290
Profits and commissions from trading activities 2,207 0 0 2,207 0 2,207
Investment securities gains (losses) 60 0 0 60 (3) 57
Other income 11,397 1,789 0 13,186 744 13,930
-------- ------- ------ -------- ------- --------
Total noninterest income 40,197 6,185 2,563 48,945 1,411 50,356
-------- ------- ------ -------- ------- --------
Noninterest expense
Salaries and employee benefits 43,428 7,149 0 50,577 2,709 53,286
Net occupancy expense 6,816 829 0 7,645 820 8,465
Equipment expense 7,260 1,115 0 8,375 0 8,375
Other expense 31,648 3,949 2,563 38,160 1,984 40,144
-------- ------- ------ -------- ------- --------
Total noninterest expense 89,152 13,042 2,563 104,757 5,513 110,270
-------- ------- ------ -------- ------- --------
Earnings before income taxes 58,537 17,839 0 76,376 2,077 78,453
Applicable income taxes 19,393 6,379 0 25,772 897 26,669
-------- ------- ------ -------- ------- --------
Net earnings $ 39,144 $11,460 $ 0 $ 50,604 $ 1,180 $ 51,784
======== ======= ====== ======== ======= ========
Earnings per common share
Primary $ 0.82 $ 0.79 $ 0.79
Fully diluted 0.78 0.76 0.76
Weighted average shares outstanding
(in thousands)
Primary 45,752 61,494 62,994
Fully diluted 50,463 66,258 68,081
</TABLE>
* Net of pro forma adjustments
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-3-
<PAGE> 8
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
OTHER
CONSUMMATED
UNION AND
PLANTERS PROBABLE
UNION PRO FORMA AND PENDING PRO FORMA
PLANTERS LEADER ADJUSTMENTS LEADER ACQUISITIONS* CONSOLIDATED
-------- ------- ----------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $636,769 $167,651 $ 0 $ 804,420 $48,725 $ 853,145
Interest on investment securities
Taxable 137,453 39,819 0 177,272 11,464 188,736
Tax-exempt 31,816 497 0 32,313 263 32,576
Interest on deposits at financial institutions 1,910 26 0 1,936 131 2,067
Interest on federal funds sold and securities
purchased under agreements to resell 12,095 4,946 0 17,041 462 17,503
Interest on trading account assets 12,774 0 0 12,774 0 12,774
Interest on loans held for resale 3,865 1,453 0 5,318 0 5,318
-------- -------- ------- ---------- ------- ----------
Total interest income 836,682 214,392 0 1,051,074 61,045 1,112,119
-------- -------- ------- ---------- ------- ----------
Interest expense
Interest on deposits 347,859 74,501 0 422,360 26,822 449,182
Interest on short-term borrowings 12,825 21,031 0 33,856 220 34,076
Interest on FHLB advances and long-term debt 28,567 30,350 0 58,917 3,032 61,949
-------- -------- ------- ---------- ------- ----------
Total interest expense 389,251 125,882 0 515,133 30,074 545,207
-------- -------- ------- ---------- ------- ----------
Net interest income 447,431 88,510 0 535,941 30,971 566,912
Provision for losses on loans 22,231 5,150 0 27,381 3,517 30,898
-------- -------- ------- ---------- ------- ----------
Net interest income after provision
for losses on loans 425,200 83,360 0 508,560 27,454 536,014
Noninterest income
Service charges on deposit accounts 71,611 4,083 0 75,694 3,889 79,583
Bank card income 20,103 637 0 20,740 0 20,740
Mortgage servicing income 9,835 13,904 12,906 36,645 0 36,645
Trust service income 8,010 0 0 8,010 0 8,010
Profits and commissions from trading activities 10,441 0 0 10,441 0 10,441
Investment securities gains (losses) 476 (67) 0 409 (36) 373
Other income 37,176 4,934 0 42,110 3,375 45,485
-------- -------- ------- ---------- ------- ----------
Total noninterest income 157,652 23,491 12,906 194,049 7,228 201,277
-------- -------- ------- ---------- ------- ----------
Noninterest expense
Salaries and employee benefits 171,325 26,530 0 197,855 14,249 212,104
Net occupancy expense 27,192 3,255 0 30,447 3,597 34,044
Equipment expense 30,156 4,249 0 34,405 0 34,405
Other expense 153,491 14,101 12,906 180,498 13,014 193,512
-------- -------- ------- ---------- ------- ----------
Total noninterest expense 382,164 48,135 12,906 443,205 30,860 474,065
-------- -------- ------- ---------- ------- ----------
Earnings before income taxes 200,688 58,716 0 259,404 3,822 263,226
Applicable income taxes 65,286 21,363 0 86,649 2,818 89,467
-------- -------- ------- ---------- ------- ----------
Net earnings $135,402 $ 37,353 $ 0 $ 172,755 $ 1,004 $ 173,759
======== ======== ======= ========== ======= ==========
Earnings per common share
Primary $ 2.82 $ 2.72 $ 2.65
Fully diluted 2.70 2.64 2.57
Weighted average shares outstanding
(in thousands)
Primary 45,008 60,384 61,879
Fully diluted 49,618 64,994 67,053
</TABLE>
* Net of pro forma adjustments
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-4-
<PAGE> 9
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
UNION PRO FORMA PRO FORMA
PLANTERS LEADER ADJUSTMENTS CONSOLIDATED
-------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $517,032 $127,658 $ 0 $644,690
Interest on investment securities
Taxable 162,012 31,264 0 193,276
Tax-exempt 32,999 416 0 33,415
Interest on deposits at financial institutions 734 14 0 748
Interest on federal funds sold and securities
purchased under agreements to resell 4,472 2,390 0 6,862
Interest on trading account assets 9,143 0 0 9,143
Interest on loans held for resale 1,573 823 0 2,396
-------- -------- ------- --------
Total interest income 727,965 162,565 0 890,530
-------- -------- ------- --------
Interest expense
Interest on deposits 262,572 55,149 0 317,721
Interest on short-term borrowings 21,300 6,977 0 28,277
Interest on FHLB advances and long-term debt 20,979 17,948 0 38,927
-------- -------- ------- --------
Total interest expense 304,851 80,074 0 384,925
-------- -------- ------- --------
Net interest income 423,114 82,491 0 505,605
Provision for losses on loans 4,894 4,767 0 9,661
-------- -------- ------- --------
Net interest income after provision
for losses on loans 418,220 77,724 0 495,944
Noninterest income
Service charges on deposit accounts 55,551 4,013 0 59,564
Bank card income 10,953 433 0 11,386
Mortgage servicing income 9,621 9,176 12,263 31,060
Trust service income 7,990 0 0 7,990
Profits and commissions from trading activities 6,639 0 0 6,639
Investment securities losses (20,298) (2,217) 0 (22,515)
Other income 30,349 12,016 0 42,365
-------- -------- ------- --------
Total noninterest income 100,805 23,421 12,263 136,489
-------- -------- ------- --------
Noninterest expense
Salaries and employee benefits 175,218 26,314 0 201,532
Net occupancy expense 28,041 3,597 0 31,638
Equipment expense 28,698 3,920 0 32.618
Other expense 195,740 13,045 12,263 221,048
-------- -------- ------- --------
Total noninterest expense 427,697 46,876 12,263 486,836
-------- -------- ------- --------
Earnings before income taxes 91,328 54,269 0 145,597
Applicable income taxes 25,467 19,707 0 45,174
-------- -------- ------- --------
Net earnings $ 65,861 $ 34,562 $ 0 $100,423
======== ======== ======= ========
Earnings per common share
Primary $ 1.28 $ 1.52
Fully diluted 1.28 1.52
Weighted average shares outstanding
(in thousands)
Primary 43,741 59,587
Fully diluted 44,083 59,929
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-5-
<PAGE> 10
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
UNION PRO FORMA PRO FORMA
PLANTERS LEADER ADJUSTMENTS CONSOLIDATED
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $425,967 $105,450 $ 0 $531,417
Interest on investment securities
Taxable 157,403 29,563 0 186,966
Tax-exempt 30,507 89 0 30,596
Interest on deposits at financial institutions 1,862 22 0 1,884
Interest on federal funds sold and securities
purchased under agreements to resell 6,175 2,394 0 8,569
Interest on trading account assets 6,194 0 0 6,194
Interest on loans held for resale 7,438 725 0 8,163
-------- -------- ------- --------
Total interest income 635,546 138,243 0 773,789
-------- -------- ------- --------
Interest expense
Interest on deposits 238,019 60,293 0 298,312
Interest on short-term borrowings 8,203 0 0 8,203
Interest on FHLB advances and long-term debt 14,291 13,693 0 27,984
-------- -------- ------- --------
Total interest expense 260,513 73,986 0 334,499
-------- -------- ------- --------
Net interest income 375,033 64,257 0 439,290
Provision for losses on loans 17,950 4,710 0 22,660
-------- -------- ------- --------
Net interest income after provision
for losses on loans 357,083 59,547 0 416,630
Noninterest income
Service charges on deposit accounts 49,490 4,233 0 53,723
Bank card income 10,393 491 0 10,884
Mortgage servicing income 9,595 (528) 19,199 28,266
Trust service income 7,643 0 0 7,643
Profits and commissions from trading activities 13,787 0 0 13,787
Investment securities gains (losses) 4,506 (998) 0 3,508
Other income 32,148 7,803 0 39,951
-------- -------- ------- --------
Total noninterest income 127,562 11,001 19,199 157,762
-------- -------- ------- --------
Noninterest expense
Salaries and employee benefits 163,711 22,992 0 186,703
Net occupancy expense 25,393 3,083 0 28,476
Equipment expense 25,989 4,356 0 30,345
Other expense 131,357 12,808 19,199 163,364
-------- -------- ------- --------
Total noninterest expense 346,450 43,239 19,199 408,888
-------- -------- ------- --------
Earnings before income taxes, extraordinary
items, and accounting changes 138,195 27,309 0 165,504
Applicable income taxes 41,168 10,696 0 51,864
-------- -------- ------- --------
Earnings before extraordinary items
and accounting changes $ 97,027 $ 16,613 $ 0 $113,640
======== ======== ======= ========
Earnings per common share before extraordinary items
and accounting changes
Primary $ 2.24 $ 2.17
Fully diluted 2.18 2.11
Weighted average shares outstanding
(in thousands)
Primary 38,914 43,192
Fully diluted 43,144 47,422
</TABLE>
See the accompanying notes to the unaudited pro forma consolidated financial
statements.
-6-
<PAGE> 11
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CONSUMMATED AND PENDING ACQUISITIONS
The unaudited pro forma consolidated balance sheet and statements of
earnings reflect the recently completed acquisitions and those pending
acquisitions, consummation of which management deems probable, which are listed
below. The unaudited pro forma consolidated balance sheet gives effect to the
pending transactions at March 31, 1996 as if they had been consummated on that
date and the unaudited pro forma consolidated statements of earnings reflect
the impact of the consummated and pending transactions as if they had been
consummated January 1, 1995, with the exception of the acquisition of Leader
which is presented assuming the transaction had been consummated January 1,
1993.
The unaudited pro forma consolidated results shown are not necessarily
indicative of future operating results, nor can there be any assurance that the
pending transactions will be consummated.
UNION PLANTERS CORPORATION ACQUISITIONS COMPLETED IN 1996 AND ACCOUNTED FOR AS
PURCHASES
<TABLE>
<CAPTION>
PURCHASE RESULTING APPROXIMATE
INSTITUTION ACQUIRED CONSIDERATION PRICE INTANGIBLES TOTAL ASSETS
- -------------------------------------- ------------ ---------------- ------ ------------ ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
First Bancshares of Eastern 1/2/96 Cash $10.9 $ 3.2 $ 60
Arkansas, Inc., West Memphis,
Arkansas, and its subsidiary,
First National Bank of West Memphis
First Bancshares of N. E. Arkansas, 1/2/96 Cash 9.2 2.4 62
Inc., Osceola, Arkansas, and its ----- ----- ----
subsidiary, First National Bank
of Osceola
Total $20.1 $ 5.6 $122
===== ===== ====
</TABLE>
7
<PAGE> 12
UNION PLANTERS CORPORATION PROBABLE PENDING ACQUISITIONS AT APRIL 30, 1996
<TABLE>
<CAPTION>
ANTICIPATED
METHOD OF APPROXIMATE
INSTITUTION CONSIDERATION ACCOUNTING TOTAL ASSETS
- ------------------------ ---------------- ------------ ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Eastern National Bank in Approximately $4.5 Purchase $ 280
Miami, Florida million in cash, up
to 317,458 Shares
of Series E Preferred Stock
and the Corporation's
promissory notes in face
amount of $14.5 million
Valley Federal Savings Bank in Approximately 403,000 Pooling of 119
Sheffield, Alabama shares of Common Stock Interests
Franklin Financial Group, Inc., Approximately 740,000 Pooling of 137
Parent Company of Franklin shares of Common Stock Interests
Federal Savings Bank in
Morristown, Tennessee
Leader Financial Corporation, Approximately 16,600,000 Pooling of 3,178
Parent Company of shares of Common Stock Interests
Leader Federal Bank for Savings (including estimated shares
in Memphis, Tennessee to be issued from exercise
of outstanding options)
BancAlabama, Inc. Approximately 415,000 Pooling of 99
Parent Company of shares of Common Stock Interests
BankAlabama-Huntsville, Alabama
------
Total $3,813
======
</TABLE>
NOTE 2. UNAUDITED PRO FORMA ADJUSTMENTS
The following summarizes the unaudited pro forma adjustments which are
necessary to reflect the Leader transaction described previously. The
adjustments are based on currently available information and could change
significantly upon consummation. Pro forma adjustments necessary to reflect the
other probable pending acquisitions, described previously, have been made but
are not presented separately because they are, in the aggregate, not
significant to the Corporation. Not all purchase accounting adjustments have
been reflected because certain information is not available, however, the
amounts not reflected are not expected to be material.
8
<PAGE> 13
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED ADJUSTMENTS
LEADER
<TABLE>
<CAPTION>
BALANCE SHEET
MARCH 31, 1996
DEBIT (CREDIT)
----------------------
(Dollars in thousands)
<S> <C> <C> <C>
(1) INVESTMENT SECURITIES AVAILABLE FOR SALE
TO TRANSFER HELD TO MATURITY SECURITIES TO AVAILABLE FOR SALE $177,629
TO RECORD UNREALIZED GAIN ON SECURITIES TRANSFERRED 1,651
--------
TOTAL $179,280
(2) INVESTMENT SECURITIES HELD TO MATURITY
TO TRANSFER HELD TO MATURITY SECURITIES TO AVAILABLE FOR SALE (177,629)
(3) OTHER ASSETS
TO RECORD TAX EFFECT OF UNREALIZED GAIN ON SECURITIES TRANSFERRED (644)
(4) COMMON STOCK
TO RETIRE TREASURY STOCK 829
TO ELIMINATE COMMON STOCK OF LEADER 9,924
ISSUANCE OF COMMON STOCK OF UNION PLANTERS CORPORATION (75,670)
-------
TOTAL (64,917)
(5) ADDITIONAL PAID-IN CAPITAL
TO RETIRE TREASURY STOCK 16,535
TO ELIMINATE SURPLUS OF LEADER 77,919
EXCESS OF TOTAL EQUITY OVER PAR/STATED VALUE OF ISSUED STOCK
OF UNION PLANTERS CORPORATION (12,173)
--------
TOTAL 82,281
(6) NET UNREALIZED GAIN (LOSS) ON AVAILABLE FOR SALE SECURITIES
TO RECORD NET UNREALIZED GAIN ON SECURITIES TRANSFERRED
FROM HELD TO MATURITY TO AVAILABLE FOR SALE (1,007)
(7) TREASURY STOCK
TO RETIRE TREASURY STOCK (17,364)
--------
TOTAL $ 0
========
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF EARNINGS
THREE
MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, -----------------------------------
1996 1995 1994 1993
-------- ------- ------- --------
DEBIT (CREDIT)
(Dollars in thousands)
<S> <C> <C> <C> <C>
MORTGAGE SERVICING INCOME (2,563) (12,906) (12,263) (19,199)
OTHER EXPENSE 2,563 12,906 12,263 19,199
TO RECLASS AMORTIZATION OF MORTGAGE SERVICING
RIGHTS TO OTHER EXPENSE TO CONFORM TO UNION
PLANTERS CLASSIFICATION
</TABLE>
-9-
<PAGE> 14
NOTE 3. EARNINGS CONSIDERATIONS RELATED TO PENDING ACQUISITIONS
Note 1 to the unaudited pro forma consolidated financial statements
presents the Corporation's pending acquisitions which management deems probable
of consummation. It is expected that the Corporation or the institutions to be
acquired will incur charges related to such acquisitions and to the
assimilation of those institutions into the Corporation's organization.
Anticipated charges would arise from matters such as, but not limited to, legal
and accounting fees, financial advisory fees, consulting fees, payment of
contractual benefits triggered by a change of control, early retirement and
involuntary separation and related benefits, costs associated with elimination
of duplicate facilities and branch closures, data processing charges,
cancellation of vendor contracts, the potential for additional provisions for
loan losses and similar costs which normally arise from the consolidation of
operational activities.
Aggregate charges expected to arise from the pending acquisitions have
been preliminarily estimated to be in the range of $17 million to $22 million
after taxes, which does not include a potential after-tax charge of
approximately $6.0 million for the recapture of Leader's thrift bad debt
reserve which, under existing law, would be triggered by the assimilation of
Leader's branches into Union Planters National Bank, the Corporation's
principal subsidiary, and certain of its other banking subsidiaries. If enacted
by the Congress, pending legislation would eliminate this charge. Moreover, the
estimated range of charges does not take into account any potential assessment
for recapitalization of the Savings Association Insurance Fund (Note 4). To the
extent that any of these charges should be contingent upon consummation of a
particular transaction, those charges would be recognized in the period in
which such transaction closes. This estimated range of potential charges is
based on currently available information as well as preliminary estimates and
is subject to change. The range is provided as a preliminary estimate of the
significant charges which may in the aggregate be required and should be viewed
accordingly. These charges are not reflected in the pro forma consolidated
financial statements.
NOTE 4. SPECIAL REGULATORY ASSESSMENT
There are several proposals currently under consideration by Congress, the
purpose of which is to provide additional financing for the Savings Association
Insurance Fund (SAIF) and to provide interest payments on Financing Corporation
(FICO) bonds issued in connection with earlier efforts to
10
<PAGE> 15
support the then failing thrift industry. A common feature of the proposals is
a one-time special assessment ranging from 85 to 90 basis points on all
deposits insured by the SAIF ($.85 to $.90 per $100 of covered deposits). The
special assessment may be less for SAIF-insured deposits held by banks
(sometimes referred to as "Oakar Deposits"). In addition to the special
assessment on SAIF deposits, the proposals also contemplate a special
assessment on deposits which are insured by the Bank Insurance Fund (BIF). This
assessment on BIF-insured deposits presumably would be to provide financial
support to pay interest on FICO bonds. At March 31, 1996, the Corporation's
subsidiaries held approximately $1.4 billion in SAIF-insured deposits,
approximately $1.0 billion of which were Oakar Deposits; Leader had
approximately $1.6 billion of SAIF-insured deposits; and the pending
acquisitions had $217 million of SAIF-insured deposits. As of May 20, 1996,
there were no bills proposed, and based on currently available information,
management does not expect any legislation to pass in 1996. Should the proposed
legislation be adopted at the levels indicated and the pending acquisitions are
consummated, the Corporation would be required to recognize as an expense
aggregate SAIF assessments at the time the legislation is passed.
NOTE 5. EARNINGS PER SHARE CALCULATION FOR 1993
Leader was organized on March 18, 1993 in connection with the conversion
of its principal subsidiary, Leader Federal Bank for Savings and subsidiaries,
from a federal mutual savings bank to a federally-chartered capital stock
savings bank. Accordingly, the calculation of 1993 earnings per share on a
pooled basis includes only Leader's fourth quarter net income, since the stock
conversion occurred on September 30, 1993.
11
<PAGE> 16
NOTE 6. UNAUDITED PRO FORMA CAPITAL RATIOS
The following table summarizes the Corporation's capital ratios as of
March 31, 1996 and the pro forma capital ratios assuming consummation of all
recently completed and probable acquisitions as of March 31, 1996.
<TABLE>
<CAPTION>
AS ADJUSTED FOR THE
ACTUAL ACQUISITIONS
------- ----------------------
<S> <C> <C>
Shareholders' Equity
to Assets 8.73% 8.50%
Leverage Ratio 8.22 8.00
Tier 1 Capital to
Risk-Weighted Assets* 12.89 13.43
Total Capital to
Risk-Weighted Assets* 16.58 16.63
</TABLE>
- -------------------
*Based on estimated risk-weighted assets of all pending acquisitions.
12
