<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
August 16, 1996 (August 16, 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
consummated and pending and probable acquisitions as of and for the six months
ended June 30, 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 certain assumptions made by, and information
currently available to managemet. When used in this report, the words
"anticipate," "project," "expect," and similar expressions are intended to
identify forward-looking statements. Although management of the Corporation
believes the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance 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 actions taken by the Federal Reserve for the purpose of managing 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 undisclosed 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
<TABLE>
Index to Unaudited Pro Forma Financial Information Page
--------
<S> <C> <C>
(1) Introduction 1
(2) Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1996 2
(3) Unaudited Pro Forma Consolidated Statement of Earnings for the
six months ended June 30, 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
</TABLE>
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: August 16, 1996 /s/ M. Kirk Walters
--------------------- -------------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting 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 June 30, 1996, and statements of earnings for the
six months ended June 30, 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 six months ended June 30, 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 because the impacts of the
acquisitions of these entities are not considered 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 Quarterly Reports on Form
10-Q dated March 31, 1996 and June 30, 1996. Additionally, the Corporation's
Current Reports on Form 8-K dated March 8, 1996, April 1, 1996, May 21, 1996,
and August 15, 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; (iii) Leader's unaudited consolidated
financial statements as of and for the three months ended March 31, 1996 and
1995; and (iv) Leader's unaudited consolidated financial statements as of and
for the six months ended June 30, 1996 and 1995.
1
<PAGE> 6
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 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 $ 465,555 $ 30,314 $ 0 $ 495,869 $ 34,312 $ 530,181
Interest-bearing deposits at financial
institutions 4,962 930 0 5,892 4,461 10,353
Federal funds sold and securities
purchased under agreements to resell 61,918 82,000 0 143,918 (29,814) 114,104
Trading account assets 134,528 0 0 134,528 0 134,528
Loans held for resale 68,046 18,791 0 86,837 0 86,837
Investment securities
Available for sale, at fair value 3,053,759 717,419 170,370 3,941,548 227,884 4,169,432
Held to maturity, at amortized cost - 169,916 (169,916) 0 0 0
Loans 7,201,771 1,984,425 0 9,186,196 641,820 9,828,016
Less: Unearned income (31,899) (8,323) 0 (40,222) (890) (41,112)
Allowance for losses on loans (136,255) (22,408) 0 (158,663) (8,058) (166,721)
----------- ---------- --------- ----------- --------- -----------
Net loans 7,033,617 1,953,694 0 8,987,311 632,872 9,620,183
Premises and equipment 229,124 19,311 0 248,435 30,288 278,723
Accrued interest receivable 103,009 74,362 0 177,371 7,262 184,633
Goodwill and other intangibles 60,610 0 0 60,610 23,888 84,498
Other assets 152,497 144,327 (177) 296,647 15,437 312,084
----------- ---------- --------- ----------- --------- -----------
Total assets $11,367,625 $3,211,064 $ 277 $14,578,966 $ 946,590 $15,525,556
=========== ========== ========= =========== ========= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 1,392,856 $ 171,560 $ 0 $ 1,564,416 $ 106,413 $ 1,670,829
Certificates of deposit of $100,000
and over 749,833 166,468 0 916,301 106,409 1,022,710
Other interest-bearing 7,201,204 1,231,694 0 8,432,898 632,549 9,065,447
----------- ---------- --------- ----------- --------- -----------
Total deposits 9,343,893 1,569,722 0 10,913,615 845,371 11,758,986
Short-term borrowings 421,061 641,167 0 1,062,228 14,191 1,076,419
FHLB advances 258,269 577,571 0 835,840 13,251 849,091
Long-term debt 214,875 16,743 0 231,618 17,621 249,239
Accrued interest, expenses, and taxes 83,349 33,075 0 116,424 3,782 120,206
Other liabilities 38,570 106,396 0 144,966 11,989 156,955
----------- ---------- --------- ----------- --------- -----------
Total liabilities 10,360,017 2,944,674 0 13,304,691 906,205 14,210,896
----------- ---------- --------- ----------- --------- -----------
Shareholders' equity
Convertible preferred stock 87,233 0 0 87,233 7,936 95,169
Common stock 230,602 10,753 65,102 306,457 5,035 311,492
Additional paid-in capital 123,962 94,627 (81,964) 136,625 19,933 156,558
Net unrealized gain (loss) on available
for sale securities 2,489 5,929 277 8,695 (915) 7,780
Retained earnings 563,322 171,943 0 735,265 8,396 743,661
Treasury stock 0 (16,862) 16,862 0 0 0
----------- ---------- --------- ----------- --------- -----------
Total shareholders' equity 1,007,608 266,390 277 1,274,275 40,385 1,314,660
----------- ---------- --------- ----------- --------- -----------
Total liabilities and
shareholders' equity $11,367,625 $3,211,064 $ 277 $14,578,966 $ 946,590 $15,525,556
=========== ========== ========= =========== ========= ===========
</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 SIX MONTHS ENDED JUNE 30, 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 $ 327,252 $ 91,272 $ 0 $ 418,524 $ 29,425 $ 447,949
Interest on investment securities
Taxable 74,982 30,835 0 105,817 7,186 113,003
Tax-exempt 14,991 229 0 15,220 0 15,220
Interest on deposits at financial institutions 98 11 0 109 110 219
Interest on federal funds sold and securities
purchased under agreements to resell 6,140 2,367 0 8,507 (392) 8,115
Interest on trading account assets 5,115 0 0 5,115 0 5,115
Interest on loans held for resale 2,838 867 0 3,705 0 3,705
--------- --------- --------- --------- --------- ---------
Total interest income 431,416 125,581 0 556,997 36,329 593,326
--------- --------- --------- --------- --------- ---------
Interest expense
Interest on deposits 177,253 37,756 0 215,009 16,429 231,438
Interest on short-term borrowings 6,663 16,493 0 23,156 200 23,356
Interest on FHLB advances and long-term debt 15,184 17,037 0 32,221 1,034 33,255
--------- --------- --------- --------- --------- ---------
Total interest expense 199,100 71,286 0 270,366 17,663 288,049
--------- --------- --------- --------- --------- ---------
Net interest income 232,316 54,295 0 286,611 18,666 305,277
Provision for losses on loans 15,851 2,921 0 18,772 1,964 20,736
--------- --------- --------- --------- --------- ---------
Net interest income after provision
for losses on loans 216,465 51,374 0 267,639 16,702 284,541
Noninterest income
Service charges on deposit accounts 34,111 2,376 0 36,487 1,828 38,315
Bank card income 10,287 460 0 10,747 0 10,747
Mortgage servicing income 4,872 6,984 5,426 17,282 48 17,330
Trust service income 5,772 0 0 5,772 0 5,772
Profits and commissions from trading activities 3,104 0 0 3,104 0 3,104
Investment securities gains (losses) 66 0 0 66 (36) 30
Other income 23,258 3,606 0 26,864 1,734 28,598
--------- --------- --------- --------- --------- ---------
Total noninterest income 81,470 13,426 5,426 100,322 3,574 103,896
--------- --------- --------- --------- --------- ---------
Noninterest expense
Salaries and employee benefits 85,806 14,201 0 100,007 8,177 108,184
Net occupancy expense 13,565 1,599 0 15,164 2,117 17,281
Equipment expense 14,391 2,222 0 16,613 0 16,613
Other expense 64,600 7,725 5,426 77,751 8,219 85,970
--------- --------- --------- --------- --------- ---------
Total noninterest expense 178,362 25,747 5,426 209,535 18,513 228,048
--------- --------- --------- --------- --------- ---------
Earnings before income taxes 119,573 39,053 0 158,626 1,763 160,389
Applicable income taxes 39,786 13,909 0 53,695 1,758 55,453
--------- --------- --------- --------- --------- ---------
Net earnings $ 79,787 $ 25,144 $ 0 $ 104,931 $ 5 $ 104,936
========= ========= ========= ========= ========= =========
Earnings per common share
Primary $ 1.66 $ 1.65 $ 1.60
Fully diluted 1.58 1.59 1.54
Weighted average shares outstanding
(in thousands)
Primary 45,940 61,520 63,036
Fully diluted 50,533 66,139 68,052
</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 $ $ 804,420 $ 65,524 $ 869,944
Interest on investment securities
Taxable 137,453 39,819 0 177,272 16,480 193,752
Tax-exempt 31,816 497 0 32,313 905 33,218
Interest on deposits at financial institutions 1,910 26 0 1,936 215 2,151
Interest on federal funds sold and securities
purchased under agreements to resell 12,095 4,946 0 17,041 (1,096) 15,945
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 82,028 1,133,102
----------- ------------ ------------ ------------ ------------ ------------
Interest expense
Interest on deposits 347,859 74,501 0 422,360 37,129 459,489
Interest on short-term borrowings 12,825 21,031 0 33,856 385 34,241
Interest on FHLB advances and long-term debt 28,567 30,350 0 58,917 3,397 62,314
----------- ------------ ------------ ------------ ------------ ------------
Total interest expense 389,251 125,882 0 515,133 40,911 556,044
----------- ------------ ------------ ------------ ------------ ------------
Net interest income 447,431 88,510 0 535,941 41,117 577,058
Provision for losses on loans 22,231 5,150 0 27,381 5,195 32,576
----------- ------------ ------------ ------------ ------------ ------------
Net interest income after provision
for losses on loans 425,200 83,360 0 508,560 35,922 544,482
Noninterest income
Service charges on deposit accounts 71,611 4,083 0 75,694 4,955 80,649
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 (67) 342
Other income 37,176 4,934 0 42,110 3,709 45,819
----------- ------------ ------------ ------------ ------------ ------------
Total noninterest income 157,652 23,491 12,906 194,049 8,597 202,646
----------- ------------ ------------ ------------ ------------ ------------
Noninterest expense
Salaries and employee benefits 171,325 26,530 0 197,855 18,965 216,820
Net occupancy expense 27,192 3,255 0 30,447 4,314 34,761
Equipment expense 30,156 4,249 0 34,405 852 35,257
Other expense 153,491 14,101 12,906 180,498 17,463 197,961
----------- ------------ ------------ ------------ ------------ ------------
Total noninterest expense 382,164 48,135 12,906 443,205 41,594 484,799
----------- ------------ ------------ ------------ ------------ ------------
Earnings before income taxes 200,688 58,716 0 259,404 2,925 262,329
Applicable income taxes 65,286 21,363 0 86,649 1,461 88,110
----------- ------------ ------------ ------------ ------------ ------------
Net earnings $ 135,402 $ 37,353 $ $ 172,755 $ 1,464 $ 174,219
=========== ============ ============ ============ ============ ============
Earnings per common share
Primary $ 2.82 $ 2.72 $ 2.66
Fully diluted 2.70 2.64 2.57
Weighted average shares outstanding
(in thousands)
Primary 45,008 60,385 61,893
Fully diluted 49,618 64,995 67,141
</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 $ $ 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 $ $ 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 $ $ 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 $ $ 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 June 30, 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, Inc., 1/2/96 Cash $ 9.2 $2.4 $ 62
----- ---- ----
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 AUGUST 15, 1996
<TABLE>
<CAPTION>
ANTICIPATED APPROXIMATE
APPROXIMATE METHOD OF TOTAL ASSETS
INSTITUTION CONSIDERATION (1) ACCOUNTING AT JUNE 30, 1996
------------------ -------------------- -------------- ---------------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Eastern National Bank in $4.5 million in cash, Purchase $ 286
Miami, Florida (2) up to 317,458 shares of
Series E Preferred Stock
and the Corporation's
promissory notes in face
amount of up to $14.5 million
Valley Federal Savings Bank in 435,000 shares of Pooling of 118
Sheffield, Alabama Common Stock Interests
Franklin Financial Group, Inc., 738,000 shares of Pooling of 138
Parent Company of Franklin Common Stock Interests
Federal Savings Bank in
Morristown, Tennessee
Leader Financial Corporation, 16,600,000 shares of Pooling of 3,211
Parent Company of Common Stock Interests
Leader Federal Bank for Savings
in Memphis, Tennessee
BancAlabama, Inc., 415,000 shares of Pooling of 99
Parent Company of Common Stock Interests
BankAlabama-Huntsville, Alabama
Financial Bancshares, Inc., 1,220,000 shares of Purchase 324
St. Louis, Missouri, and Common Stock (3)
its subsidiaries: First Financial
Bank of St. Louis, Missouri;
Citizens First Financial Bank of
Dexter, Missouri; First Financial
Bank of Southeast Missouri of
Sikeston, Missouri; First Financial
Bank of Mississippi County of
East Prairie, Missouri; and
First Financial Bank of Ste. Genevieve,
Missouri
------
Total $4,176
======
</TABLE>
(1) Includes estimated shares to be issued for outstanding stock options of the
institutions to be acquired.
(2) It is expected that this acquisition will be completed on or before
December 31, 1996, provided that disputes between ENB's shareholders and
agencies of the Republic of Venezuela and others pending in United States
District Court for the Southern District of Florida shall have been
resolved to the satisfaction of the Corporation by that date.
(3) The Corporation plans to purchase, in the open market, 1,220,000 shares
of the Corporation's Common Stock to be issued in this transaction.
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, such amounts are not
expected to be material.
8
<PAGE> 13
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED ADJUSTMENTS
LEADER
BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, 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 $169,916
TO RECORD UNREALIZED GAIN ON SECURITIES TRANSFERRED 454
--------
TOTAL $170,370
(2) INVESTMENT SECURITIES HELD TO MATURITY
TO TRANSFER HELD TO MATURITY SECURITIES TO AVAILABLE FOR SALE (169,916)
(3) OTHER ASSETS
TO RECORD TAX EFFECT OF UNREALIZED GAIN ON SECURITIES TRANSFERRED (177)
(4) COMMON STOCK
TO RETIRE TREASURY STOCK 805
TO ELIMINATE COMMON STOCK OF LEADER 9,948
ISSUANCE OF COMMON STOCK OF UNION PLANTERS CORPORATION (75,855)
--------
TOTAL (65,102)
(5) ADDITIONAL PAID-IN CAPITAL
TO RETIRE TREASURY STOCK 16,057
TO ELIMINATE SURPLUS OF LEADER 78,570
EXCESS OF TOTAL EQUITY OVER PAR/STATED VALUE OF ISSUED STOCK
OF UNION PLANTERS CORPORATION (12,663)
--------
TOTAL 81,964
(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 (277)
(7) TREASURY STOCK
TO RETIRE TREASURY STOCK (16,862)
--------
TOTAL $ 0
========
</TABLE>
STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, ---------------------------------------------
1996 1995 1994 1993
-------- -------- -------- --------
DEBIT (CREDIT)
(Dollars in thousands)
<S> <C> <C> <C> <C>
MORTGAGE SERVICING INCOME (5,426) (12,906) (12,263) (19,199)
OTHER EXPENSE 5,426 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 by it will incur charges related to such acquisitions and to the
assimilation of those institutions into the Corporation's organization.
Anticipated charges would arise from charges 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 consolidations, 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 Corporation's six 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
merger of Leader Federal Bank for Savings into Union Planters National Bank
(UPNB), the Corporation's principal subsidiary, and certain other banking
subsidiaries. Legislation passed by both the House and Senate on August 2, 1996
and awaiting signature by the President of the United States as of August 16,
1996 would substantially decrease the federal income taxes associated with a
recapture of a thrift institution's bad debt reserve. There is no assurance
that such pending legislation will be signed into law by the President. Should
the President veto the bad debt reserve legislation, the Corporation may still
merge Leader Federal Bank for Savings into UPNB, thereby triggering a recapture
of Leader Federal Bank for Savings' bad debt reserve and incurring expenses of
approximately $6 million, should it be determined that the cost savings
associated with the consolidation of Leader Federal Bank for Savings' and
UPNB's banking operations would exceed the tax expense. The Corporation is
unable to predict if or when such bad debt reserve recapture legislation will
be signed into law. In addition, the range of estimated potential charges set
forth above does not take into account any potential assessment for
recapitalization of the Savings Association Insurance Fund (Note 4). To the
extent that the Corporation's recognition of these acquisition-related charges
is contingent upon consummation of a particular transaction, those charges
would be recognized in the period in which such transaction closes. This range
of potential charges is based on currently available information as well as
10
<PAGE> 15
preliminary estimates and is subject to change. The range is provided as a
preliminary estimate of the significant charges which may in the aggregate be
required and should be viewed accordingly. These charges are not reflected in
the pro forma consolidated financial statements.
NOTE 4. SPECIAL REGULATORY ASSESSMENT
There are several proposals currently under consideration by the U. S.
Congress, the purpose of which is to provide additional financing for the
Savings Association Insurance Fund (SAIF) and to provide interest payments on
the Financing Corporation (FICO) bonds issued in connection with earlier
Congressional efforts to support the then failing thrift industry. A common
feature of these proposals is a one-time special assessment from 70 to 85 basis
points on all deposits insured by the SAIF ($.70 to $.85 per $100 of covered
deposits) (SAIF-Insured Deposits). All SAIF-Insured Deposits may not be subject
to an assessment at the 70 to 85 basis points level. Those SAIF-Insured
Deposits which have been acquired by banks in so-called Oakar transactions
(Oakar Deposits) may be assessed at a lower rate, (one such proposal suggests
20% lower). In addition to the special assessment on SAIF-Insured Deposits, the
proposals also contemplate annual assessments on deposits which are insured by
the Bank Insurance Fund (BIF) (BIF Deposits). The assessment on BIF Deposits
would be for the purpose of paying interest on the FICO bonds until they mature
in 2017. It is unknown at this time what the assessment level will be on BIF
Deposits, but it has been suggested that the assessment will be approximately
2.4 basis points ($0.024 per $100 of covered deposits). The proposals generally
provide that such assessments will reduce the paying institution's taxes.
At June 30, 1996, the Corporation's banking subsidiaries had approximately
$1.3 billion in SAIF-Insured Deposits, approximately $1.0 billion of which were
Oakar Deposits. Assuming a one-time assessment of $.70 to $.85 per $100 of
SAIF-Insured Deposits, the estimated after-tax impact would be approximately
$5.8 million to $7.0 million. The Corporation's pending acquisitions had
SAIF-Insured Deposits totaling approximately $1.8 billion (Leader Federal $1.6
billion and other pending acquisitions $217 million) at June 30, 1996, which
would increase the after-tax range of charges approximately $7.7 million to
$9.3 million assuming the acquisitions are consummated. Should the proposed
legislation be adopted at the levels indicated, the Corporation's subsidiaries
would be required to take significant charges in relation to these special
assessments.
11
<PAGE> 16
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.
NOTE 6. UNAUDITED PRO FORMA CAPITAL RATIOS
The following table summarizes the Corporation's capital ratios as of June
30, 1996 and the pro forma capital ratios assuming consummation of all recently
completed and probable acquisitions as of June 30, 1996.
<TABLE>
AS ADJUSTED FOR THE
ACTUAL ACQUISITIONS
-------- -------------------
<S> <C> <C>
Shareholders' Equity to Assets 8.86% 8.47%
Leverage Ratio 8.49 8.01
Tier 1 Capital to Risk-Weighted Assets* 13.19 13.22
Total Capital to Risk-Weighted Assets* 16.85 16.34
</TABLE>
- --------------------
*Based on estimated risk-weighted assets of all pending acquisitions.
12
