UNION PLANTERS CORP
8-K, 1996-04-18
NATIONAL COMMERCIAL BANKS
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<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




                                 April 18, 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

     On April 18, 1996, Union Planters Corporation announced operating results
for the first quarter of 1996. A copy of the Corporation's press release
announcing the results is attached as Exhibit 99(a) and is incorporated by
reference herein.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS

     C. Exhibits

        99(a) Union Planters Corporation Press Release dated
              April 18, 1996, announcing operating results
              for the first quarter of 1996.







                                      -2-

<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:      April 18, 1996                    /s/ M. Kirk Walters
     -----------------------           ---------------------------------
                                                 M. Kirk Walters
                                       Senior Vice President, Treasurer,
                                          and Chief Accounting Officer





                                     -3-



<PAGE>   1


                                EXHIBIT 99(A)



                    Union Planters Corporation Press Release
             dated April 18, 1996, announcing operating results for
                           the first quarter of 1996


<PAGE>   2
                      [UNION PLANTERS CORPORATION LOGO]

                                 NEWS RELEASE


APRIL 18, 1996



                  UNION PLANTERS CORPORATION ANNOUNCES RECORD
                             FIRST QUARTER EARNINGS



     Memphis, Tennessee -- Union Planters Corporation today announced record
net earnings of $39.1 million for the first quarter of 1996, an increase of 10%
from $35.7 million for the first quarter of 1995.  On a per share basis, fully
diluted earnings were $.78 compared to $.72 for the same period in 1995, an
increase of 8%.  The record earnings level resulted in a return on average
assets of 1.40% and a return on average common equity of 17.35%.  These ratios
compare to 1.33% and 18.16%, respectively, for the first quarter last year.
     Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said, "We
are pleased to report a record quarter.  All of our community banks continue to
work hard on customer service and profitability.  We will continue our focus on
loan growth, noninterest income, and control of operating expenses."
     Net interest income for the first quarter of 1996 was $115.5 million
compared to $108.8 million for the same period in 1995.  This resulted in a net
interest margin of 4.61% which was slightly higher than 4.57% for the first
quarter of 1995.  The increase is due primarily to loan growth and an increase
in the yields on average earning assets.


                                     -MORE-
<PAGE>   3
     The provision for losses on loans was $8.0 million for the first quarter
of 1996, or .45% of average loans.  This compares to $12.4 million for the
fourth quarter of 1995, which included approximately $5.8 million related to
the Capital Bancorporation year end acquisition, and to $2.2 million for the
first quarter of 1995.  The increase for the first quarter of 1996 over the
first quarter of 1995 relates primarily to the credit card portfolio.  Net
charge-offs for the first quarter of 1996 were $5.8 million compared to $12.9
million and $1.3 million, respectively, for the fourth and first quarters of
1995.
     At March 31, 1996, the allowance for losses on loans was $136.3 million,
or 1.92% of loans and 387% of nonperforming loans.  Nonperforming assets at
March 31, 1996 were $42.0 million, or .59% of loans and foreclosed properties.
This compares to $42.0 million, or .59% of loans and foreclosed properties at
December 31, 1995, and $32.6 million, or .48% of loans and foreclosed
properties at March 31, 1995.
     Noninterest income for the first quarter of 1995 was $40.2 million, an
increase of $4.1 million over the same period in 1995. The year-to-year growth
is attributable to increased broker/dealer volume and growth in bank cards,
mortgage servicing, and trust income.  Partially offsetting these items was a
decline in service charges on deposit accounts.
     Noninterest expense for the first quarter of 1996 was $89.2 million, a
decline of $1.5 million from the first quarter of 1995.  The decline is
attributable primarily to the reduction in FDIC

                                     -MORE-
<PAGE>   4
deposit insurance assessments.
     Union Planters Corporation ended the quarter with total assets of $11.4
billion, total loans of $7.1 billion, and total deposits of $9.5 billion.
Shareholders' equity at March 31, 1996 was $993 million and the equity to total
assets and leverage ratios were 8.73% and 8.22%, respectively.
     Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 38 banking subsidiaries and 404 banking
locations in Tennessee, Mississippi, Missouri, Arkansas, Louisiana, Alabama,
and Kentucky.

                                     -o0o-
FOR ADDITIONAL INFORMATION:
     Jack W.Parker, CFO
     (901) 383-6781


                    [Two Page Financial Attachment Follows]

<PAGE>   5
                           Union Planters Corporation
                        Financial Highlights (Unaudited)
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                                                                   MARCH 31,
                                                                                               1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>          <C>
INCOME STATEMENT AMOUNTS
   Net interest income
     Actual                                                                                $   115,473   $  108,839
     Taxable-equivalent basis                                                                  119,503      113,228
   Provision for losses on loans                                                                 7,981        2,222
   Noninterest income                                                                                     
     Investment securities gains (losses)                                                           60          (21)
     Other                                                                                      40,137       36,100
   Noninterest expense                                                                          89,152       90,665
   Earnings before income taxes                                                                 58,537       52,031
   Applicable income taxes                                                                      19,393       16,374
   Net earnings                                                                                 39,144       35,657
                                                                                             
- -------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA                                                                                     
   Net earnings - primary                                                                  $       .82    $     .75
                       - fully diluted                                                             .78          .72
   Cash dividends                                                                                  .27          .23
   Book value                                                                                    19.76        17.13
                                                                                             
- -------------------------------------------------------------------------------------------------------------------
BALANCES AT END OF PERIOD                                                                                 
   Loans, net of unearned income                                                           $ 7,091,737   $6,797,363
   Allowance for losses on loans                                                               136,277      135,410
   Nonperforming assets
      Nonaccrual loans                                                                          33,759       23,711
      Restructured loans                                                                         1,495        2,259
      Foreclosed properties                                                                      6,714        6,662
   Loans 90 days past due                                                                       19,903        9,662
   Investment securities
       Held to maturity  -  Amortized cost                                                          -     1,124,011
                                 -  Fair value                                                      -     1,129,936
       Available for sale - Amortized cost                                                   2,919,840    1,725,056
                                  - Fair value                                               2,951,092    1,712,766
       Unrealized gain (loss) on available for sale securities, net of taxes                    19,145       (7,825)
   Total assets                                                                             11,368,682   10,784,332
   Total deposits                                                                            9,522,876    9,133,076
   Total shareholders' equity                                                                  992,865      860,488
   Total common equity                                                                         901,055      759,390
   Tier 1 capital                                                                              922,188      822,872
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   6


                           Union Planters Corporation
                        Financial Highlights (Unaudited)
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                               1996              1995
- ----------------------------------------------------------------------------------------
<S>                                                       <C>                <C>
AVERAGE BALANCES
   Loans, net of unearned income                          $  7,167,990       $ 6,804,632      
   Investment securities                                     2,792,793         3,008,845      
   Earning assets                                           10,427,695        10,055,105      
   Total assets                                             11,275,752        10,853,933      
   Total deposits                                            9,477,406         9,145,397      
   Interest-bearing liabilities                              8,837,222         8,559,281      
   Demand deposits                                           1,343,150         1,334,968      
   Shareholders' equity                                        956,499           850,666      
   Common equity                                               864,689           749,568
      
- ----------------------------------------------------------------------------------------
OTHER SUPPLEMENTAL INFORMATION                                                                
   Return on average assets                                       1.40 %            1.33%    
   Return on average common equity                               17.35             18.16      
   Expense ratio                                                  1.75              2.04      
   Efficiency ratio                                              55.85             60.72      
   Allowance for losses on loans to                                                           
      loans (end of period)                                       1.92              1.99      
   Nonperforming loans to loans                                    .50               .38      
   Nonperforming assets to loans and                                                          
       foreclosed properties                                       .59               .48      
   Net charge-offs of loans                               $      5,806       $     1,265      
   Net charge-offs as a percentage of                                                         
      average loans                                                .33%              .08%     
   Common shares outstanding (end of                                                          
      period, in thousands)                                     45,602            44,340      
   Weighted average shares outstanding                                                        
      (in thousands)                                                                          
         Primary                                                45,752            44,515      
         Fully diluted                                          50,463            48,995      
   Yield on earning assets (taxable-equivalent                                                
      basis)                                                      8.49%             8.17%     
   Rate on interest-bearing liabilities                           4.58              4.23      
   Interest rate spread (taxable-equivalent                                                   
       basis)                                                     3.91              3.94      
   Net interest income as a percentage of                                                     
      average earning assets (taxable-equivalent                                              
      basis)                                                      4.61              4.57      
   Shareholders' equity to assets                                 8.73              7.98      
   Leverage ratio                                                 8.22              7.61      
- ----------------------------------------------------------------------------------------
</TABLE>


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