<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[x] Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (Fee required).
For the fiscal year ended December 31, 1995
-----------------
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the transition period from ________________ to _________________
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 383-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1995 annexed as
Exhibit A hereto are hereby incorporated by reference herein, and are included
as a part of this Annual Report.
ADDITIONAL EXHIBIT:
B Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan's Administrative Committee has duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 21, 1996
By: /s/ Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/ John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
EXHIBIT A
1
<PAGE> 4
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
DECEMBER 31, 1995 AND DECEMBER 31, 1994
2
<PAGE> 5
UNION PLANTERS COPORATION
401(K) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 4
Financial Statements
Statement of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-19
Additional Information
Schedule of Investments at December 31, 1995 20
Schedule of Reportable Transactions for the Twelve-Month Period
Ended December 31, 1995 21
</TABLE>
All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
3
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan")
at December 31, 1995 and December 31, 1994, and the changes in net assets
available for benefits for the twelve-month period ended December 31, 1995 and
the one-month period ended December 31, 1994, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 1 to the financial statements, various plans were merged
with the Plan during the twelve-month period ended December 31, 1995.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 ("ERISA").
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/Price Waterhouse LLP
Memphis, Tennessee
April 12, 1996
4
<PAGE> 7
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 5,886,793 $ 5,084,861
Common stock 22,407,430 2,740,449
Equity common trust funds 24,802,719 17,798,486
Fixed income common trust funds 18,850,792 19,364,133
Notes receivable from participants 211,139 189,948
----------- -----------
Total investments (cost of $50,980,269 and $42,839,232
at December 31, 1995 and December 31, 1994,
respectively) 72,158,873 45,177,877
Cash 2,589 -
Due from brokers 103,568 1,169,222
Accrued interest and dividends receivable 21,800 3,331
Contributions receivable
Employee 190,472 146,864
Employer 114,225 135,092
----------- -----------
Total assets 72,591,527 46,632,386
----------- -----------
LIABILITIES
Due to brokers 1,145,314 -
Due to Union Planters National Bank - 1,543,779
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $71,446,213 $45,088,607
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 8
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
==============================================================================
<TABLE>
<CAPTION>
FOR THE FOR THE
TWELVE-MONTH ONE-MONTH
PERIOD ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 733,004 $ 28,745
Net realized gain on sale of investments 1,312,915 5,653
Net change in unrealized appreciation
in the fair value of investments 11,002,458 292,817
----------- -----------
Net investment income 13,048,377 327,215
----------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 5,044,314 313,607
Employer contributions 3,725,156 235,908
Rollovers of assets (Note 7) 127,014 1,877
----------- -----------
Total contributions and rollovers 8,896,484 551,392
----------- -----------
Total additions 21,944,861 878,607
DISTRIBUTIONS
Payments to participants (16,752,035) (70,182)
----------- -----------
Net increase 5,192,826 808,425
Mergers of other plans (Note 1) 21,164,780 614,919
Net assets at beginning of period 45,088,607 43,665,263
----------- -----------
NET ASSETS AT END OF PERIOD $71,446,213 $45,088,607
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 9
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation (the
"Corporation") 401(k) Retirement Savings Plan (the "Plan") are prepared
using the accrual basis of accounting.
BASIS OF PRESENTATION
During the year ended December 31, 1995, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ------ --------------
<S> <C> <C>
Bank of Goodlettsville
401(k) Plan January 6, 1995 $ 1,275
Final Transfer of Residual Assets
Mid-South Bancorp, Inc.
401(k) Plan February 27, 1995 371,328
Mid South Bancshares, Inc.
401(k) Plan April 3, 1995 95,361
BNF Bancorp, Inc.
401(k) Plan April 6, 1995 208,430
Mercantile Bank
Profit Sharing Plan April 24, 1995 110,072
Grenada Sunburst System Corp.
401(k) Plan August 22, 1995 19,001,696
First State Bancorporation, Inc.
401(k) Plan December 18, 1995 1,376,618
-----------
$21,164,780
===========
</TABLE>
7
<PAGE> 10
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for
investments in common trust funds represents the estimated fair value as
determined in good faith by the trustees of the funds. Many factors are
considered in arriving at fair value; however, the realization value is the
primary factor. The Plan recognizes realized gains and losses using the
revalued cost method whereby realized gains and losses are calculated on
sales proceeds less current value at the beginning of the year or
acquisition cost if acquired during the year. Unrealized gains and losses
are calculated as the current value of the investment held at the end of
the year less the current value at the beginning of the year or acquisition
cost if acquired during the year. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis.
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public Accountants
Audit and Accounting Guide, "Audits of Employee Benefit Plans" dated May 1,
1995, benefit payments payable to terminated participants totaling
$3,487,045 and $951,979 at December 31, 1995 and 1994, respectively, have
not been included in the statement of net assets available for benefits.
The following summarizes the fund information for the distributions
payable at December 31, 1995 and 1994.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
FUND INFORMATION 1995 1994
---------------- ---- ----
<S> <C> <C>
Money Market $ 885,400 $ 32,800
Fixed Income 101,701 53,369
Balanced 956,616 832,911
Equity 294,304 22,078
Common Stock 1,249,024 10,821
---------- --------
$3,487,045 $951,979
========== ========
</TABLE>
8
<PAGE> 11
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Beginning with the Plan year ended December 31, 1995, the option to defer
payment of benefits was offered to terminating participants. The following
summarizes, by fund, the amount of deferred benefits allocated to
participants but not yet distributed at December 31, 1995:
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1995
---------------- ------------
<S> <C>
Money Market $ 120,067
Fixed Income 299,711
Balanced 1,353,091
Equity 743,498
Common Stock 2,463,130
----------
$4,979,497
==========
</TABLE>
2. PLAN DESCRIPTION
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1, 1986 to maintain
compliance with certain legislative requirements which had been revised.
Effective January 1, 1989, the Union Planters Corporation Thrift and
Savings Plan was converted into the Union Planters Corporation 401(k)
Retirement Savings Plan. In July 1994, the Plan was amended to permit
each participant in the Plan to elect among five investment fund options,
including shares of Union Planters Corporation Common Stock having a par
value of $5.00 per share, commencing December 1, 1994. Before this
amendment, the participants were permitted no such investment choices
under the Plan. Accordingly, on December 1, 1994, certain investments
held by the Plan were transferred at fair value to certain common trust
funds managed by Union Planters National Bank in exchange for equivalent
value interests in the common trust funds.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by a 401(k) Retirement Savings Plan Administrative Committee
(the "Committee") composed of certain Corporation affiliated members
appointed by the Corporation's Board of Directors (the "Board"). In 1986,
the Board appointed Union Planters National Bank as Trustee of the Plan.
The Trustee receives all contributions and pays benefits in accordance
with instructions given by the Committee. The Plan sponsor is the
Corporation.
9
<PAGE> 12
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
2. PLAN DESCRIPTION (CONTINUED)
The Plan is available to all employees of the Corporation and its
participating subsidiaries who complete one year of service and work 1,000
or more hours per year. Participation may be elected by the employee the
first day of any month following the satisfaction of the eligibility
requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary
up to $150,000 or Base Pay if Base Pay is greater than $150,000. The
maximum contributions allowable by law were $9,500 and $9,240 for the
twelve-month period ended December 31, 1995 and the one-month period ended
December 31, 1994, respectively. The amount is increased each year based
on the cost of living index. This contribution is made through pretax
payroll deductions and is matched by the Corporation up to 6% of
compensation based on a percentage determined by the employee's length of
service as follows: 50% for employees with up to 10 years of
participating service, 75% for employees with 10 to 25 years of
participating service and 100% for employees with 25 or more years of
participating service. The matching percentage for employees who have
participated in the Plan since its inception is determined based on their
years of total service rather than their participating service.
Once the Member Basic Contribution has been elected, the employee may
elect several additional contribution options (none of which are
matched by the Corporation) as follows:
Flex dollar contribution - an employee may elect to have all or a portion
of Corporation provided flexible benefit dollars invested in their Plan
account.
Rollover contribution - an employee receiving a lump sum distribution from
a qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution
in prior periods is not required to make a rollover contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made during the
twelve-month period ended December 31, 1995 or the one-month period ended
December 31, 1994.
VESTING
Plan participants are 100% vested in their contributions and the flex
dollar contributions made on their behalf, including earnings through
the most recent Plan year end. Earnings become vested interests in the
Plan quarterly. Any non-vested earnings accruing during the year in which
an employee terminates are forfeited by the employee. Additionally,
vesting in Corporation contributions and related earnings commences after
five years of participating service with 100% vesting. Total vesting also
occurs upon total disability, death, retirement or other events as defined
10
<PAGE> 13
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
2. PLAN DESCRIPTION (CONTINUED)
by the Plan. As of each Plan year-end, any amounts which have been
forfeited during the Plan year are first made available to reinstate
previously forfeited balances of former participants. Remaining
forfeitures, if any, are allocated at the sole discretion of the
Corporation. Upon retirement, total disability or death, participants or
their beneficiaries become eligible for distribution within 60 days
following the Plan year-end. Upon termination, participants become
eligible for distribution within 60 days following the end of the month of
such termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for
purposes Of purchasing a primary residence or for post-secondary
education of an immediate family member.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the
right Under the terms of the Plan to discontinue its contributions
and terminate the Plan subject to the provisions of ERISA. In such event,
Plan participants would become 100% vested in all contributions and
earnings.
All necessary expenses of the Plan may be paid by the Plan; however, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following five investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities.
Typically, these investments are U.S. Treasury Bills and short-term U.S.
Treasury notes maturing in six months or less.
Fixed Income Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Fixed Income Fund of Union Planters National
Bank and the Westport Bank & Trust Company Managed Guaranteed Investment
Contract Fund. These funds invest in a wide range of high-quality,
intermediate-term bonds and investment contracts. Issuers include the
U.S. Government, U.S. Government agencies and well-known corporations,
banks and insurance companies.
11
<PAGE> 14
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
2. PLAN DESCRIPTION (CONTINUED)
Balanced Option - Participant directed funds are primarily invested in the
Employee Benefit Trust's Equity Fund of Union Planters National Bank and
the Employee Benefit Trust's Fixed Income Fund of Union Planters National
Bank which provide a balanced portfolio of bonds and stocks. This option
has a long-term goal of investing 60% in fixed income securities and 40%
in equity securities.
Equity Option - Participant directed funds are invested in the Employee
Benefit Trust's Equity Fund of Union Planters National Bank which invests
in a broad mix of growth and income-oriented stocks and mutual funds,
including securities from international and global markets.
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
If a participant does not make a timely investment election with respect
to their entire account balance, their account balance (or undirected
portion thereof) will automatically be invested in the Balanced Option.
3. FUND INFORMATION
The following summarizes the fund information for the statement of net
assets available for benefits and the statement of changes in net
assets available for benefits:
12
<PAGE> 15
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
--------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
----------- ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short term investments $ $ 3,764,291 $ $ $ 1,110,909 $ 1,011,234
Common stock 22,407,430
Equity common trust funds 10,821,977 13,980,742
Fixed income common trust funds 4,304,595 14,546,197
Notes receivable from participants 211,139
-------- ----------- ----------- ----------- ----------- ------------
Total investments 211,139 3,764,291 4,304,595 25,368,174 15,091,651 23,418,664
Cash 100 100 2,289
Due from brokers 103,568
Accrued interest and dividends receivable 129 17,780 221 161 2,185 592
Contributions receivable
Employee
Employer
-------- ----------- ----------- ----------- ----------- ------------
Total assets 211,268 3,782,171 4,304,816 25,471,903 15,093,936 23,421,545
LIABILITIES
Due to brokers 89,314 1,056,000
-------- ----------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $211,268 $ 3,782,171 $ 4,215,502 $25,471,903 $14,037,936 $ 23,421,545
======== =========== =========== =========== =========== ============
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
--------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------
OTHER TOTAL
------- -----------
<S> <C> <C>
ASSETS
Investments, at fair value
Short term investments $ 359 $ 5,886,793
Common stock 22,407,430
Equity common trust funds 24,802,719
Fixed income common trust funds 18,850,792
Notes receivable from participants 211,139
-------- -----------
Total investments 359 72,158,873
Cash 100 2,589
Due from brokers 103,568
Accrued interest and dividends receivable 732 21,800
Contributions receivable
Employee 190,472 190,472
Employer 114,225 114,225
-------- -----------
Total assets 305,888 72,591,527
LIABILITIES
Due to brokers 1,145,314
-------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $305,888 $71,446,213
======== ===========
</TABLE>
13
<PAGE> 16
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
--------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED EQUITY COMMON
LOANS MARKET INcome Balanced Investment Stock
----------- ------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short term investments $ 99 $ 3,838,002 $274,594 $ $ 362,221 $ 609,945
Common stock 2,740,449
Equity common trust funds 10,457,789 7,340,697
Fixed income common trust funds 4,040,742 15,323,391
Notes receivable from participants 189,948
--------- ----------- ----------- ------------ ---------- -----------
Total investments 190,047 3,838,002 4,315,336 25,781,180 7,702,918 3,350,394
Due from brokers 545 17,135 496 1,149,479 1,211 100
Accrued interest and dividends receivable 1,356 86 113 606
Contributions receivable
Employee
Employer
--------- ----------- ----------- ------------ ---------- -----------
Total assets 191,948 3,855,137 4,315,918 26,930,659 7,704,242 3,351,100
LIABILITIES
Due to Union Planters National Bank 13,780 269,999 900,000 360,000
--------- ----------- ----------- ------------ ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 178,168 $ 3,855,137 $ 4,045,919 $ 26,030,659 $7,344,242 $ 3,351,100
========= =========== =========== ============ ========== ===========
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
--------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------
OTHER TOTAL
------- -----------
<S> <C> <C>
ASSETS
Investments, at fair value
Short term investments $ $ 5,084,861
Common stock 2,740,449
Equity common trust funds 17,798,486
Fixed income common trust funds 19,364,133
Notes receivable from participants 189,948
-------- -----------
Total investments 45,177,877
Due from brokers 256 1,169,222
Accrued interest and dividends receivable 1,170 3,331
Contributions receivable
Employee 146,864 146,864
Employer 135,092 135,092
-------- -----------
Total assets 283,382 46,632,386
LIABILITIES
Due to Union Planters National Bank 1,543,779
-------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $283,382 $45,088,607
======== ===========
</TABLE>
14
<PAGE> 17
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
----- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 20,758 $ 196,275 $ 7,512 $ 9,694 $ 12,543 $ 455,750
Net realized gain on sale of
investments 91,486 513,616 76,772 631,041
Net change in unrealized appreciation
in the fair value of investments 359,587 3,952,883 2,554,105 4,135,883
-------- ---------- ---------- ----------- ----------- -----------
Net investment income 20,758 196,275 458,585 4,476,193 2,643,420 5,222,674
-------- ---------- ---------- ----------- ----------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 380,319 446,449 1,664,672 1,125,198 1,237,204
Employer contributions 327,665 350,369 1,224,165 812,644 896,088
Rollovers of assets 1,068 1,068 2,136 85,003
-------- ---------- ---------- ----------- ----------- -----------
Total contributions and rollovers - 709,052 797,886 2,888,837 1,939,978 2,218,295
-------- ---------- ---------- ----------- ----------- -----------
Total additions 20,758 905,327 1,256,471 7,365,030 4,583,398 7,440,969
DISTRIBUTIONS
Payments to participants (429) (2,699,182) (1,442,012) (6,719,568) (1,561,348) (4,328,517)
-------- ---------- ---------- ----------- ----------- -----------
Net increase (decrease) 20,329 (1,793,855) (185,541) 645,462 3,022,050 3,112,452
Mergers of other plans 1,892,110 1,256,569 1,552,118 14,558,219
Net transfers 12,771 (171,221) (901,445) (1,204,218) 2,119,526 2,399,774
Net assets available for benefits:
Beginning of period 178,168 3,855,137 4,045,919 26,030,659 7,344,242 3,351,100
-------- ---------- ---------- ----------- ----------- -----------
End of period $211,268 $3,782,171 $4,215,502 $25,471,903 $14,037,936 $23,421,545
======== ========== ========== =========== =========== ===========
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------
OTHER TOTAL
------- -----------
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 30,472 $ 733,004
Net realized gain on sale of
investments 1,312,915
Net change in unrealized appreciation
in the fair value of investments 11,002,458
---------- -----------
Net investment income 30,472 13,048,377
---------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 190,472 5,044,314
Employer contributions 114,225 3,725,156
Rollovers of assets 37,739 127,014
---------- -----------
Total contributions and rollovers - 342,436 8,896,484
---------- -----------
Total additions 372,908 21,944,861
DISTRIBUTIONS
Payments to participants (979) (16,752,035)
---------- -----------
Net increase (decrease) 371,929 5,192,826
Mergers of other plans 1,905,764 21,164,780
Net transfers (2,255,187) -
Net assets available for benefits:
Beginning of period 283,382 45,088,607
---------- -----------
End of period $ 305,888 $71,446,213
========== ===========
</TABLE>
15
<PAGE> 18
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE ONE-MONTH PERIOD ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED EQUITY COMMON
LOANS MARKET INCOME BALANCED INVESTMENT STOCK OTHER TOTAL
----- ------ ------ -------- ---------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 1,511 $ 25,104 $ 86 $ $ 113 $ 605 $ 1,326 $ 28,745
Net realized gain on sale of
investments 5,653 5,653
Net change in unrealized appreciation
in the fair value of investments 11,004 169,096 79,904 32,813 292,817
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
Net investment income 1,511 25,104 11,090 174,749 80,017 33,418 1,326 327,215
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 15,048 15,171 96,392 27,539 12,593 146,864 313,607
Employer contributions 9,099 9,173 58,280 16,651 7,613 135,092 235,908
Rollovers of assets 1,877 1,877
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
Total contributions and rollovers - 24,147 24,344 154,672 46,067 20,206 281,956 551,392
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
Total additions 1,511 49,251 35,434 329,421 126,084 53,624 283,282 878,607
DISTRIBUTIONS
Payments to participants (7,422) (1,910) (50,522) (5,915) (4,413) (70,182)
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
Net increase 1,511 41,829 33,524 278,899 120,169 49,211 283,282 808,425
Mergers of other plans 55,225 138,408 223,805 123,436 74,045 614,919
Net assets available for benefits:
Beginning of period 176,657 3,758,083 3,873,987 25,527,955 7,100,637 3,227,844 100 43,665,263
-------- ---------- ---------- ----------- ---------- ---------- -------- -----------
End of period $178,168 $3,855,137 $4,045,919 $26,030,659 $7,344,242 $3,351,100 $283,382 $45,088,607
======== ========== ========== =========== ========== ========== ======== ===========
</TABLE>
16
<PAGE> 19
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
4. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of net
assets available for benefits at December 31, 1995:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---------- ----------
<S> <C> <C> <C>
SHORT TERM INVESTMENTS
----------------------
Federated Treasury Obligations Fund 3,764,291 $3,764,291 $3,764,291
COMMON STOCK
------------
Union Planters Corporation Common
Stock 702,978 9,884,919 22,407,430
COMMON TRUST FUNDS
------------------
Employee Benefit Trust's Equity Fund of
Union Planters National Bank 247,630 19,571,872 24,802,719
Employee Benefit Trust's Fixed Income
Fund of Union Planters National Bank 146,483 10,680,363 12,145,933
Westport Bank & Trust Company
Managed Guaranteed Investment
Contract Fund 317,616 4,745,183 6,581,859
</TABLE>
5. REALIZED GAIN ON SALE OF INVESTMENTS
The net realized gain on sale of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
TWELVE-MONTH ONE-MONTH
PERIOD ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
Common stock $ 631,041 $ -
Common trust funds 673,147 5,653
Mutual funds 15,329 -
---------- ------
Net realized gain on sale of investments $1,319,517 $5,653
========== ======
</TABLE>
17
<PAGE> 20
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
6. UNREALIZED APPRECIATION
The net change in unrealized appreciation in the fair value of investments
is summarized as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
TWELVE-MONTH ONE-MONTH
PERIOD ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
Common stock $ 4,135,884 $ 32,812
Common trust funds 6,866,574 251,973
Other 8,032
----------- --------
Net change in unrealized appreciation
in the fair value of investments $11,002,458 $292,817
=========== ========
</TABLE>
7. ROLLOVERS OF ASSETS
During the twelve-month period ended December 31, 1995 and the one-month
period ended December 31, 1994, the Plan received rollovers of account
balances from various participants in retirement and benefit plans of
various subsidiaries of the Corporation along with individual rollovers
totaling $127,014 and $1,877, respectively.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by Union
Planters National Bank and common trust funds of Union Planters National
Bank. Union Planters National Bank is the trustee as defined by the Plan;
therefore, these transactions qualify as party-in-interest transactions. As
previously noted, all necessary expenses of the Plan have been customarily
paid by the Corporation.
9. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal Revenue
Service dated April 5, 1986 indicating that the Plan is qualified under
Internal Revenue Code Section 401(a) and, therefore, not subject to tax
under Section 501(a). A determination letter has been requested regarding
the amendments to the Plan relative to qualification under Section 401(k)
and the Tax Reform Act of 1986. The Corporation believes the amendments to
the Plan qualify under the Internal Revenue Code of 1986.
18
<PAGE> 21
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
10. SUBSEQUENT EVENTS
Subsequent to December 31, 1995, several additional plans of the
Corporation's subsidiaries were merged with the Plan by transferring
approximately $3,820,000 of net assets.
19
<PAGE> 22
UNION PLANTERS CORPORATION SCHEDULE 1
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
- ----------------------
AIM Institutional Prime Fund 2,122,143 $ 2,122,143 $ 2,122,143
Federated Treasury Obligations Fund 3,764,291 3,764,291 3,764,291
* Union Planters National Bank
Hi-Yield Masternote 359 359 359
--------- ----------- -----------
Total short-term investments 5,886,793 5,886,793 5,886,793
COMMON STOCK
- ------------
* Union Planters Corporation Common Stock 702,978 9,884,919 22,407,430
--------- ----------- -----------
EQUITY COMMON TRUST FUNDS
- -------------------------
* Employee Benefit Trust's Equity Fund
of Union Planters National Bank 247,630 19,571,872 24,802,719
--------- ----------- -----------
FIXED INCOME COMMON TRUST FUNDS
- -------------------------------
* Employee Benefit Trust's Fixed Income Fund
of Union Planters National Bank 146,483 10,680,363 12,145,933
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund (Trust Employer Identification
Number 62-0859006) 317,616 4,745,183 6,704,859
--------- ----------- -----------
Total fixed income common trust funds 464,099 15,425,546 18,850,792
--------- ----------- -----------
Total common trust funds 711,729 34,997,418 43,653,511
--------- ----------- -----------
NOTES RECEIVABLE FROM PARTICIPANTS
- ----------------------------------
Notes receivable from participants, secured by
vested interests in plan assets, interest at
8.5% to 9% (Union Planters National Bank
floating consumer prime rate), with original
maturities of one to seven years 211,139 211,139 211,139
--------- ----------- -----------
Total investments 7,512,639 $50,980,269 $72,158,873
========= =========== ===========
</TABLE>
* Represents an investment with a party-in-interest. See Note 8.
20
<PAGE> 23
UNION PLANTERS CORPORATION SCHEDULE II
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SALES COST OF VALUE AT DATE GAIN ON
NAME OF INVESTMENT PROCEEDS(2) ASSETS OF TRANSACTION SALE(2)
----------- ---------- -------------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust's Fixed
Income Fund of Union Planters
National Bank
Various purchases - $1,595,996 $1,595,996
Various sales $3,144,315 2,922,595 3,144,315 $ 221,720
Employee Benefit Trust's Equity
Fund of Union Planters National
Bank
Various purchases - 5,056,995 5,056,995
Various sales 3,580,504 3,124,883 3,580,504 455,671
Vanguard Index 500
Various purchases - 1,550,000 1,550,000
Various sales 1,565,329 1,550,000 1,565,329 15,329
Union Planters Corporation
Common Stock
Various purchases - 4,998,428 4,998,428
Various sales 2,531,456 1,210,082 2,531,456 1,321,374
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions
as defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no expenses incidental to these transactions.
21
<PAGE> 24
EXHIBIT B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-55257) of Union Planters Corporation of our
report dated April 12, 1996 appearing on page 4 of Exhibit A of the Annual
Report of the Union Planters Corporation 401(k) Retirement Savings Plan on Form
11-K for the year ended December 31, 1995.
/s/Price Waterhouse LLP
Memphis, Tennessee
June 21, 1996
