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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
January 5, 1996 (December 31, 1995)
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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) 383-6000
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
Union Planters Corporation (the Corporation) consummated the acquisition
of Capital Bancorporation, Inc. (CBI) on December 31, 1995 when CBI was merged
with and into a newly organized, wholly owned subsidiary of the Corporation. A
publicly owned, multi-bank holding company headquartered in Missouri, CBI had
approximately $1.1 billion of total assets. CBI was the holding company for the
following institutions headquartered in Missouri and Arkansas with the
approximate amounts of total assets and deposits at December 31, 1995 of each
shown:
<TABLE>
<CAPTION>
INSTITUTION TOTAL ASSETS TOTAL DEPOSITS
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(DOLLARS IN MILLIONS)
<S> <C> <C>
Capital Bank of Cape Girardeau County in
Cape Girardeau, Missouri $ 461 $399
Capital Bank of Southwest Missouri in
Springfield, Missouri 209 188
Capital Bank and Trust in Clayton, Missouri 151 134
Capital Bank of Columbia in Columbia, Missouri 86 77
Capital Bank of Perryville, National Association,
in Perryville, Missouri 80 72
Capital Bank of Sikeston in
Sikeston, Missouri 69 63
Capital Bank, a Federal Savings Bank, in
Jonesboro, Arkansas 68 63
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Total $1,124 $996
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Reference is made to the Corporation's Quarterly Report on Form 10-Q dated
September 30, 1995 and the Corporation's Current Reports on Form 8-K dated June
27, 1995, August 21, 1995, November 16, 1995, and December 8, 1995 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 "Fairness Opinion of Financial
Advisor" found on pages 35 through 42 of the Proxy Statement/Prospectus dated
October 31, 1995 included in the Corporation's Registration Statement on Form
S-4 (Registration No. 33-63319) which disclosure is incorporated by reference
as part of this Report.
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The merger of the Corporation and CBI was consummated by the Corporation
issuing 1.185 shares of its $5 par value Common Stock for each outstanding
common share of CBI. The total number of shares of Union Planters Corporation's
$5 par value Common Stock issued in the transaction was 4,087,124. (Approximate
value of the transaction is $130 million based on the December 31, 1995 stock
price of $31.875.) The acquisition of CBI was approved by the holders of more
than two-thirds of the outstanding common shares of CBI.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
(a) Financial Statements of Business Acquired
(1) Capital Bancorporation, Inc. and Subsidiaries Audited Consolidated
Financial Statements for the years ended December 31, 1994 and 1993
required by this item are incorporated herein by reference to Exhibit
99(b) of Union Planters Corporation's Current Report on Form 8-K
dated August 21, 1995.
(2) Capital Bancorporation, Inc. and Subsidiaries Unaudited Interim
Consolidated Financial Statements as of and for the Three and Nine
Months ended September 30, 1995 and 1994 required by this item are
incorporated herein by reference to Exhibit 99(a) of Union Planters
Corporation's Current Report on Form 8-K dated November 16, 1995.
(b) Pro Forma Financial Information
Union Planters Corporation's unaudited pro forma consolidated
financial statements as of and for the nine months ended September
30, 1995, and for the three years ended December 31, 1994 required by
this item are incorporated herein by reference to Item 7(b) of Union
Planters Corporation's Current Report on Form 8-K dated December 8,
1995.
(c) Exhibits
(2) Plan of acquisition, reorganization, arrangement, liquidation,
or succession
Agreement and Plan of Reorganization dated as of June 20, 1995 (as
amended and restated June 22, 1995), between Union Planters
Corporation, CBI Acquisition Company, Inc., and Capital
Bancorporation, Inc. is incorporated herein by reference to Exhibit
2(a) of Union Planters Corporation's Current Report on Form 8-K dated
June 27, 1995.
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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: January 5, 1996 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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