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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
January 16, 1997 (January 16, 1997)
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
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TENNESSEE 1-10160 62-0859007
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
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UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 16, 1997, Union Planters Corporation announced operating
results for the three and twelve months ended December 31, 1996. A copy of the
Corporation's press release announcing the results is attached as Exhibit 99(a)
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
99(a) Union Planters Corporation Press Release dated
January 16, 1997, announcing operating results for
the three and twelve months ended December 31, 1996
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Union Planters Corporation
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Registrant
Date: January 16, 1997 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99(A)
Union Planters Corporation Press Release
dated January 16, 1997, announcing operating results for
the three and twelve months ended December 31, 1996
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[LOGO UNION PLANTERS CORPORATION
NEWS RELEASE]
JANUARY 16, 1997
UNION PLANTERS CORPORATION REPORTS 1996 NET INCOME
OF $134 MILLION AND RAISES COMMON STOCK DIVIDEND 18.5%
1996 ANNUAL RESULTS
Memphis, Tennessee -- Union Planters Corporation reported today 1996
annual net earnings of $133.7 million, or $1.92 per fully diluted common share,
compared to net earnings of $172.8 million, or $2.64 per fully diluted common
share in 1995. For the fourth quarter of 1996, net earnings were $11.4
million, or $.15 per fully diluted common share, compared to $35.3 million, or
$.53 per fully diluted common share, for the fourth quarter of 1995. Results
for 1996 were reduced by merger-related and other charges of approximately $66
million after taxes.
The reported results reflect the acquisitions of five financial
institutions in the fourth quarter, including Memphis-based Leader Financial
Corporation (Leader Federal), which increased total assets approximately $4.2
billion. Results for prior years have been restated for the Leader Federal
acquisition.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said,
"Nineteen ninety-six was a very significant year for Union Planters
strategically. Our acquisition program brought us a total of eleven separate
banks, all of them classic in-market mergers significantly increasing our
market share in Memphis, and a number of other markets throughout the region
and for the first time ranking the Corporation among the nation's 50 largest
bank holding companies. Now we have the significant charges behind us, sound
loan loss reserves and one of the strongest capital bases in the country with
an 8.89% shareholders' equity to total assets ratio and a 9.61% leverage
ratio."
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Corporate Headquarters: Union Planters Corporation, 7130 Goodlett Farms
Parkway, Cordova, TN 38018
Telephone (901) 383-2892 - Fax (901) 383-2964 - NYSE Trading Symbol: UPC
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Union Planters Corporation, the largest bank holding company
headquartered in Tennessee, ended the year with total assets of $15.2 billion,
an increase of 35% over the originally reported 1995 total assets of $11.3
billion. At December 31, 1996, total loans were $10.4 billion, total deposits
were $11.5 billion and total shareholders' equity was $1.4 billion, the highest
level in the Corporation's history.
The items impacting 1996 results (net of taxes) primarily include the
following: (i) one-time regulatory assessments of approximately $14 million
related to the recapitalization of the Savings Association Insurance Fund; (ii)
charges for merger-related employment matters of approximately $12 million;
(iii) provisions for losses on the servicing of FHA/VA government
insured/guaranteed loans of approximately $12 million; (iv) write-offs of
intangibles of approximately $13 million; (v) write-downs of buildings,
property, and equipment of approximately $9 million; and (vi) professional fees
of approximately $5 million incurred in connection with the acquisitions.
Net interest income for the fourth quarter of 1996 and the year was
$154.8 million and $606.0 million, respectively. This represented increases of
12% and 13%, respectively, over the same periods in 1995. The increase is
attributable to growth of average earning assets which increased 11.6% for the
year to $14.1 billion. For the fourth quarter of 1996, average earning assets
were $14.2 billion compared to $13.0 billion for the same period in 1995, a 9%
increase. The net interest margin for the fourth quarter of 1996 and the year
was 4.44% and 4.41%, respectively, compared to 4.35% and 4.38%, respectively,
in 1995.
Investment securities gains for the year of approximately $4 million
resulted from the fourth quarter sale of approximately $760 million U.S.
government agency securities and long-term mortgage backed securities to reduce
interest-rate risk and pay off short-term wholesale
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borrowings. Also, during the quarter the Corporation terminated $470 million of
interest-rate swap agreements.
The provision for losses on loans for 1996 was $57.4 million compared to
$27.4 million for 1995. For the fourth quarter of 1996, the provision for
losses on loans was $15.7 million compared to $13.6 million for the same period
in 1995. The increase in the provision relates to the acquisitions and the
level of charge-offs in the credit card portfolio which has been adversely
impacted by a record level of bankruptcies. At December 31, 1996, the allowance
for losses on loans was $166.9 million, or 1.86% of loans (excluding FHA/VA
government insured/guaranteed loans) and 253% of nonperforming loans.
Nonperforming assets at December 31, 1996 were $82.4 million, or .92% of loans
(excluding FHA/VA government insured/guaranteed loans) and foreclosed
properties. This compares to $54.6 million, or .67% of loans and foreclosed
properties at December 31, 1995.
Noninterest income for the fourth quarter of 1996 and for the year was
$59.6 million and $226.3 million, respectively. This compares to $55.1
million and $203.4 million, respectively, in 1995. Noninterest expense for
the fourth quarter of 1996 and for the year was $181.2 million and $570.6
million, respectively, compared to $125.1 million and $452.6 million,
respectively, in 1995. Both of these categories were impacted by the items
discussed above.
INCREASE IN THE QUARTERLY DIVIDEND
The Board of Directors today declared a quarterly dividend of $.32 per
share ($1.28 per share on an annual basis) on Union Planters Corporation Common
Stock, an 18.5% increase over the previous quarterly dividend of $.27 per
share. Benjamin W. Rawlins, Jr. said, "We are very pleased to report this
increased dividend which reflects our confidence in our core earnings as we
begin 1997." Additionally, the Board of Directors declared a quarterly dividend
of $.50 per share on Union
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Planters Corporation 8% Series E Preferred Stock. The dividends are payable
February 17, 1997 to shareholders of record on February 3, 1997.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 38 banking subsidiaries and 444 banking
locations in Tennessee, Mississippi, Missouri, Arkansas, Louisiana, Alabama,
and Kentucky.
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FOR ADDITIONAL INFORMATION:
JACK W. PARKER, CFO
(901) 580-6781
[Two Page Financial Attachment Follows]
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
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INCOME STATEMENT AMOUNTS
Net interest income
Actual $154,759 $ 138,161 $ 605,962 $ 535,997
Taxable-equivalent basis 158,674 142,698 622,741 553,569
Provision for losses on loans 15,656 13,619 57,395 27,381
Noninterest income
Investment securities gains 4,310 890 4,081 409
Other 55,333 54,189 222,250 203,014
Noninterest expense 181,209 125,129 570,634 452,635
Earnings before income taxes 17,537 54,492 204,264 259,404
Applicable income taxes 6,187 19,157 70,526 86,648
NET EARNINGS 11,350 35,335 133,738 172,756
NET EARNINGS APPLICABLE TO COMMON SHARES 9,690 33,158 126,794 164,144
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PER COMMON SHARE DATA
Net earnings
- primary $ .15 $ .55 $ 1.95 $ 2.72
- fully diluted .15 .53 1.92 2.64
Cash dividends .27 .25 1.08 .98
Book value 19.55 18.52
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BALANCES AT END OF PERIOD
Total loans, net of unearned income $10,434,070 $ 9,041,059
FHA/VA government insured/guaranteed loans 1,477,459 916,681
Allowance for losses on loans 166,853 156,388
Nonperforming assets
Nonaccrual loans 63,346 43,299
Restructured loans 2,546 2,135
Foreclosed properties 16,520 9,195
Loans 90 days past due 22,707 18,609
FHA/VA government insured/guaranteed loans 90 days
past due 709,424 534,633
Investment securities
Held to maturity - Amortized cost - 186,269
- Fair value - 188,433
Available for sale - Amortized cost 2,916,051 3,336,390
- Fair value 2,956,234 3,386,785
- Unrealized gain, net of taxes 24,592 31,068
Total assets 15,222,563 14,383,222
Total deposits 11,490,262 11,074,722
Total shareholders' equity 1,352,874 1,213,162
Total common equity 1,269,065 1,121,352
Tier 1 capital 1,480,312 1,134,032
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
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AVERAGE BALANCES
Loans, net of unearned income $ 10,396,888 $ 9,031,301 $ 9,894,427 $ 8,874,417
Investment securities 3,475,131 3,347,064 3,823,097 3,280,412
Earning assets 14,204,555 13,020,229 14,116,529 12,646,251
Total assets 15,448,002 14,078,739 15,274,782 13,661,748
Total deposits 11,522,402 11,030,359 11,532,415 10,855,229
Interest-bearing liabilities 12,098,858 11,108,617 12,046,076 10,826,640
Demand deposits 1,768,212 1,540,980 1,632,648 1,519,185
Shareholders' equity 1,328,730 1,157,752 1,283,575 1,119,232
Common equity 1,244,348 1,052,442 1,195,584 1,015,935
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets .29% 1.00% .88% 1.26%
Return on average common equity 3.10 12.50 10.61 16.16
Allowance for losses on loans to loans 1.86 1.92
Nonperforming loans to loans (1) .74 .56
Nonperforming assets to loans and
foreclosed properties (1) .92 .67
Net charge-offs of loans $ 18,077 $ 13,968 $ 51,780 $ 27,886
Net charge-offs as a percentage of
average loans .69% .61% .52% .31%
Common shares outstanding (end of
period, in thousands) 64,927 60,536
Weighted average shares outstanding
(in thousands)
Primary 66,114 60,693 64,987 60,385
Fully diluted 70,400 65,417 69,518 64,995
Yield on a earning assets (taxable-equivalent
basis) 8.49% 8.52% 8.48% 8.45%
Rate on interest-bearing liabilities 4.75 4.89 4.77 4.76
Interest rate spread (taxable-equivalent
basis) 3.74 3.63 3.71 3.69
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.44 4.35 4.41 4.38
Shareholders' equity to total assets 8.89 8.44
Leverage ratio 9.61 8.08
(1) Excludes FHA/VA government insured/guaranteed loans
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