<PAGE> 1
As filed with the Securities and Exchange Commission
on December 6, 1996
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0859007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(Address of Principal Executive Offices)
FINANCIAL BANCSHARES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plans)
Catherine C. Stallings, Esq. Copy to: R. Nash Neyland, Esq.
Secretary and General Counsel Wyatt, Tarrant & Combs
Union Planters Corporation 6075 Poplar Avenue, Suite 650
7130 Goodlett Farms Parkway Memphis, Tennessee 38119
Memphis, Tennessee 38018
(Name and address of agent for service)
(901) 580-6584
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each Maximum Maximum
Class of Offering Aggregate
Securities to be Amount to be Price Offering Amount of
Registered Registered(1) per Shares Price Registration Fee(2)
---------- ------------- ---------- ----- -------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$5.00 per share) 39,183 Not applicable. Not applicable. $0
</TABLE>
- ---------------------------
(1) Plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
(2) The shares registered pursuant to this Registration Statement were
previously included in the Registration Statements on Form S-4
(Registration No. 333-12015) for which the appropriate registration
fee was paid. Thus, pursuant to the provisions of section 6(b) of
the Act, no additional registration fee is required.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates the following documents into this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996;
3. The Company's Current Reports on Form 8-K dated January 5,
1996, March 8, 1996, April 1, 1996, April 2, 1996, April 18, 1996, May 21,
1996, May 22, 1996, July 18, 1996 August 15, 1996, August 16, 1996, October 7,
1996 and October 17, 1996;
4. The Company's Registration Statement on Form 8-A dated January
19, 1989, filed on February 1, 1989 (Commission File Number 0-6919), in
connection with the Company's designation and authorization of its Series A
Preferred Stock; and
5. The description of the Common Stock of the Company contained
in the Company's Registration Statement under Section 12(b) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference is deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Company's Common Stock offered
pursuant to the Registration Statement will be passed upon by Catherine C.
Stallings, Esq. Secretary and General Counsel of the Company. Catherine C.
Stallings is an officer of and receives compensation from the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
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To the fullest extent permitted by Tennessee law, the
Corporation may indemnify or purchase and maintain insurance to
indemnify any of its directors, officers, employees or agents and any
persons who may serve at the request of the Corporation as directors,
officers, employees, trustees or agents of any other corporation,
firm, association, national banking association, state-chartered bank,
trust company, business trust, organization or any other type of
entity whether or not the Corporation shall have any ownership
interest in such entity. Such indemnification(s) may be provided for
in the Bylaws, or by resolution of the Board of Directors or by
appropriate contract with the person involved.
Article V, INDEMNIFICATION, of the Registrant's Amended and Restated
Bylaws provides as follows:
The Corporation does hereby indemnify its directors and
officers to the fullest extent permitted by the laws of the State of
Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may
indemnify any other person to the extent permitted by the Charter and
by applicable law.
Indemnification of corporate directors and officers is governed by
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act
(the "Act"). Under the Act, a person may be indemnified by a corporation
against judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees) actually and necessarily incurred by him in
connection with any threatened or pending suit or proceeding or any appeal
thereof (other than an action by or in the right of the corporation), whether
civil or criminal, by reason of the fact that he is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer, employee or agent of another corporation of any type or
kind, domestic or foreign, if such director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings only, in addition, had no
reasonable cause to believe that his conduct was unlawful. A Tennessee
corporation may indemnify a director or officer thereof in a suit by or in the
right of the corporation against amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred as a
result of such suit unless such director or officer did not act in good faith or
with the degree of diligence, care and skill which ordinarily prudent men
exercise under similar circumstances and in like positions.
A person who has been wholly successful, on the merits or otherwise,
in the defense of any of the foregoing types of suits or proceedings is
entitled to indemnification for the foregoing amounts. A person who has not
been wholly successful in any such suit or proceeding may be indemnified only
upon the order of a court or a finding that the director or officer met the
required statutory standard of conduct by (i) a majority vote of a
disinterested quorum of the board of Directors, (ii) the Board of Directors
based upon the written opinion of independent legal counsel to such effect, or
(iii) a vote of the shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Company hereby undertakes:
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A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3) of
the Act;
[2] To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
[3] To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs 1.A[1] and 1.A[2] do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
B. That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on November 21, 1996.
UNION PLANTERS CORPORATION
By /s/ Benjamin W. Rawlins, Jr.
---------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Catherine C. Stallings and M. Kirk
Walters, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 21st day of November, 1996 in the capacities indicated:
<TABLE>
<CAPTION>
Name Capacity Date
-------- ----
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, November 21, 1996
- -------------------------------- Chief Executive Officer,
Benjamin W. Rawlins, Jr. Director (Principal
Executive Officer)
/s/ John W. Parker Executive Vice President November 21, 1996
- -------------------------------- and Chief Financial
John W. Parker Officer (Principal
Financial Officer)
/s/ M. Kirk Walters Senior Vice President, November 21, 1996
- -------------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
</TABLE>
5
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<TABLE>
<S> <C> <C>
Director November 21, 1996
- ---------------------------
Albert M. Austin
/s/ Edgar H. Bailey Director November 21, 1996
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Edgar H. Bailey
/s/ Marvin E. Bruce Director November 21, 1996
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Marvin E. Bruce
Director November 21, 1996
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George W. Bryan
/s/ Robert B. Colbert, Jr. Director November 21, 1996
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Robert B. Colbert, Jr.
/s/ James E. Harwood Director November 21, 1996
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James E. Harwood
/s/ Parnell S. Lewis, Jr. Director November 21, 1996
- ---------------------------
Parnell S. Lewis, Jr.
/s/ C. J. Lowrance, III Director November 21, 1996
- ---------------------------
C.J. Lowrance, III
/s/ Jackson W. Moore President, Chief Operating
- --------------------------- Officer and Director November 21, 1996
Jackson W. Moore
/s/ Stanley D. Overton Director November 21, 1996
- ---------------------------
Stanley D. Overton
/s V. Lane Rawlins Director November 21, 1996
- ---------------------------
V. Lane Rawlins
/s/ Donald F. Schuppe Director November 21, 1996
- ---------------------------
Donald F. Schuppe
/s/ Ronald W. Stimpson Senior Executive V.P. &
- --------------------------- Chief Administrative Officer November 21, 1996
Ronald W. Stimpson
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Mike P. Sturdivant Director November 21, 1996
- ------------------------------
Mike P. Sturdivant
/s/ Richard A. Trippeer, Jr. Director November 21, 1996
- ------------------------------
Richard A. Trippeer, Jr.
/s/ Spence L. Wilson Director November 21, 1996
- ------------------------------
Spence L. Wilson
Director November 21, 1996
- ------------------------------
Milton J. Womack
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page
- -------------- ---------------------- ----
<S> <C> <C>
4(a) Restated Charter of the Company is incorporated by reference to
Exhibit 3 to the Registration Statement on Form S-4 filed on August
23, 1996 (Registration No. 333-10787). N.A.
4(b) Amended and Restated Bylaws of the Company, as amended March 8, 1996,
are incorporated by reference to Exhibit 3 to the Registration
Statement on Form S-3 filed April 8, 1996. N.A.
4(c) Rights Agreement, dated January 19, 1989 between the Company and
Union Planters National Bank, including form of Rights Certificate
(Exhibit A) and a form Summary of Rights (Exhibit B), is incorporated
by reference to the Registration Statement on Form 8-A dated January
19, 1989, as filed on February 1, 1989 (Commission File No. 0-6919). N.A.
5 Opinion of Catherine C. Stallings, Esq., Secretary and General
Counsel of Union Planters Corporation as to the legality of the
Common Stock. 9
23(a) Consent of Price Waterhouse LLP. 11
23(b) Consent of KPMG Peat Marwick LLP. 12
23(c) Consent of Catherine C. Stallings, Esq. (included in Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
</TABLE>
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<PAGE> 1
EXHIBIT 5
December 2, 1996
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Gentlemen:
The undersigned has participated in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to 39,183 shares (the "Shares")
of common stock, $5.00 par value per share (the "Common Stock") of Union
Planters Corporation (the "Corporation") which may be issued by the Corporation
pursuant to the Financial Bancshares, Inc. 1995 Non-Qualified Stock Option and
Incentive Plan (the "Plan").
For purposes of rendering the opinion expressed herein, the
undersigned has examined the Corporation's corporate charter and all amendments
thereto; the Corporation's bylaws and amendments thereto; the Plan; and such of
the Corporation's corporate records as the undersigned has deemed necessary and
material to rendering the undersigned's opinion. The undersigned has relied
upon certificates of public officials and representations of the Corporation's
officials, and has assumed that all documents examined by the undersigned as
originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.
The undersigned has further assumed, for purposes of this opinion,
that, on the dates of exercise, the options will have been duly executed and
delivered and will constitute the legal, valid and binding obligations of the
Corporation, enforceable against the Corporation in accordance with their
respective terms.
Based upon the foregoing and subject to the qualifications hereinafter
set forth, I am of the opinion that the Shares are duly authorized and, when
issued and sold in accordance with the Registration Statement, the prospectus
delivered to participants in the Plan pursuant to the requirements of the
Securities Act of 1933, as amended, (the "Prospectus"), the pertinent
provisions of any applicable state securities laws and the Plan, will be duly
and validly issued, fully paid and nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions.
(a) The undersigned is licensed to practice law only in the State
of Tennessee and expresses no opinion with respect to the effect of any laws
other than those of the State of Tennessee and of the United States of America.
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to
update or supplement said opinion in the event of or in response to any
subsequent changes in the law or said authorities, or upon the occurrence after
the date hereof of events or circumstances that, if occurring prior to the date
hereof, might have resulted in a different opinion.
(c) This opinion has been rendered solely for the benefit of Union
Planters Corporation and no other person or entity shall be entitled to rely
hereon without the express written consent of the undersigned.
(d) This opinion is limited to the legal matters expressly set
forth herein, and no opinion is to be implied or inferred beyond the legal
matters expressly so addressed.
9
<PAGE> 2
The undersigned hereby consents to the undersigned being named as
party rendering a legal opinion under Item 5 of the Registration Statement and
to the filing of this opinion with the Securities and Exchange Commission as
well as all state regulatory bodies and jurisdictions where qualification is
sought for the sale of the subject securities.
The undersigned is an officer of and receives compensation from UPC
and therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ Catherine C. Stallings
-------------------------------
Catherine C. Stallings
General Counsel
10
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 18, 1996, which
appears on page 33 of the 1995 Annual Report to Shareholders of Union Planters
Corporation, which is incorporated by reference in Union Planters Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ PRICE WATERHOUSE LLP
Memphis, Tennessee
December 2, 1996
11
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to incorporation by reference in the registration statement
on Form S-8 of Union Planters Corporation of our report dated February 2, 1996,
to the consolidated statements of financial position of Leader Financial
Corporation and subsidiary as of December 31, 1995 and 1994, and related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which
report appears in the Current Report on Form 8-K dated April 1, 1996 of Union
Planters Corporation.
Our report refers to changes in accounting principles related to the
adoption in 1994 of the provisions of the American Institute of Certified
Public Accountants' Statement of Position 93-6, Employers' Accounting for
Employee Stock Ownership Plans, and in 1993 of the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting No. 106,
Employer's Accounting for Post-retirement Benefits Other than Pensions, and No.
115, Accounting for Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
--------------------------------------
MEMPHIS, TENNESSEE
December 3, 1996
12
