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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
October 7, 1996 (October 1, 1996)
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Union Planters Corporation (the Corporation) consummated the
acquisition of Leader Financial Corporation (Leader) on October 1, 1996,
through merger of a newly formed, wholly owned subsidiary of UPC with and into
Leader, with Leader as the surviving entity. Prior to the merger, Leader was a
publicly traded savings and loan holding company headquartered in Memphis,
Tennessee and the parent company of Leader Federal Bank for Savings (Leader
Federal) as its sole first-tier subsidiary. At June 30, 1996, Leader had total
assets of $3.2 billion, total loans of $2.0 billion, total deposits of $1.6
billion, and total shareholders equity of $266 million.
Reference is made to the Corporations Quarterly Report on Form 10-Q
dated June 30, 1996 and the Corporations Current Reports on Form 8-K dated
March 8, 1996, April 1, 1996, May 21, 1996, August 15, 1996, and August 16,
1996 for additional information regarding this acquisition.
In determining the amount of consideration paid in the transaction, the
Corporation took into account the factors described in the subsections headed
Background of and Reasons for the Merger and Opinion of UPCs Financial Advisor
found on pages 27 and 36, respectively, of the Joint Proxy Statement dated
August 8, 1996 included in the Corporations Registration Statement on Form S-4
(Registration No. 333-09015) which disclosure is hereby incorporated by
reference as part of this Report.
The merger of the Corporation and Leader was consummated by the
Corporation issuing 1.525 shares of its $5 par value Common Stock in exchange
for each outstanding common share of Leader. The total number of shares of
Union Planters Corporations $5 par value Common Stock issued in the transaction
was 15.3 million and the approximate value of the transaction was $541 million
based on the October 1, 1996 NYSE closing price of the Corporations Common
Stock, $35.375 per share.
Immediately following its acquisition of Leader, the Corporation
contributed to Leader all of the outstanding shares of its principal
subsidiary, Union Planters National Bank (UPNB) headquartered in Memphis,
Tennessee, as well as all of the outstanding shares of Union Planters Bank of
Middle Tennessee, National Association (UPBMT) headquartered in
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Nashville, Tennessee. Leader Federal was then merged with and into UPNB which
survived the merger. UPNB thereby acquired all of the assets, including the
branch banking offices of Leader Federal. UPBMT thereafter purchased from UPNB
all of the assets and assumed all of the liabilities associated with four
branch offices formerly operated by Leader Federal in the Corporations Middle
Tennessee Region. UPNB retained 16 branches formerly operated by Leader Federal
in the Memphis area and four operated in northeast Tennessee. Both UPNB and
UPBMT are in the process of eliminating, where appropriate, overlapping branch
coverage resulting from their acquisition of Leader Federals branches. This is
being effected primarily through identifying the most suitable branch facility
located in the geographical area being served and consolidating into it the
operations of those branches serving that area.
In addition to the acquisition of Leader, the Corporation also
consummated on October 1, 1996 the acquisitions of: (i) Valley Federal Savings
Bank in Sheffield, Alabama, a savings bank with total assets of approximately
$118 million; (ii) Franklin Financial Group, Inc. in Morristown, Tennessee and
its subsidiary, Franklin Federal Savings Bank, with total assets of
approximately $138 million; and (iii) BancAlabama, Inc. in Huntsville, Alabama
and its subsidiary, BankAlabama-Huntsville, with total assets of approximately
$99 million. In these three acquisitions, the Corporation issued approximately
1.6 million shares of its $5 par value Common Stock for all of the outstanding
common shares of the three entities.
All of the acquisitions were accounted for as poolings of interests.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements of Business Acquired
(1) Leader Financial Corporation and Subsidiary Consolidated
Financial Statements for the years ended December 31,
1995, 1994, and 1993 required by this item are incorporated
herein by reference to Exhibit 99(a) of Union Planters
Corporations Current Report on Form 8-K dated April 1, 1996.
(2) Leader Financial Corporation and Subsidiary Unaudited Interim
Consolidated Financial Statements as of and for the
three and six months ended June 30, 1996 and 1995 required by
this item are incorporated herein by reference to Exhibit 99(a)
of Union Planters Corporations Current Report on Form 8-K dated
August 15, 1996.
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(b) Pro Forma Financial Information
Union Planters Corporations unaudited pro forma consolidated
financial statements as of and for the six months ended June 30,
1996 and for the three years ended December 31, 1995 required by this
item are incorporated herein by reference to Item 7(b) of Union
Planters Corporations Current Report on Form 8-K dated August 16, 1996.
(c) Exhibits
(2) Plan of acquisition, reorganization, arrangement, liquidation,
or succession
Agreement and Plan of Merger dated as of March 8, 1996 by and between
Union Planters Corporation and Leader Financial Corporation is
incorporated herein by reference to Exhibit 2.1 of Union Planters
Corporations Current Report on Form 8-K dated March 8, 1996.
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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
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Registrant
Date: October 7, 1996 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
