<PAGE> 1
As filed with the Securities and Exchange Commission on April 21, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
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 (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or Organization)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
E. JAMES HOUSE, JR.
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6584
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00
par value per share
(and associated 59,992 shares (with Preferred Share $42.81 $2,568,857 $779
Preferred Rights)
Share Rights)
==================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a),
SHALL DETERMINE.
===============================================================================
<PAGE> 2
PROSPECTUS
UNION PLANTERS CORPORATION
COMMON STOCK
This Prospectus of Union Planters Corporation, a bank holding company
organized and existing under the laws of the State of Tennessee ("UPC"),
relates to up to 59,992 shares of common stock, $5.00 par value, of UPC
(together with associated "Preferred Share Rights" (as defined herein), "UPC
Common Stock") being offered by certain selling shareholders (the "Selling
Shareholders"). See "Selling Shareholders." All of the shares of UPC Common
Stock offered hereby may be offered from time to time by the Selling
Shareholders. See "Plan of Distribution." UPC will not receive any of the
proceeds from the sale of the shares of UPC Common Stock by the Selling
Shareholders. See "Use of Proceeds." The shares of UPC Common Stock offered
hereby were acquired by the Selling Shareholders from UPC in connection with
the acquisition by UPC of PFIC Corporation, a corporation organized and
existing under the laws of the State of Tennessee ("PFIC"), effected February
27, 1997, wherein the outstanding shares of the capital stock of PFIC were
exchanged for shares of UPC Common Stock. The shares of UPC Common Stock issued
in connection with the acquisition of PFIC were issued to the Selling
Shareholders in reliance upon exemptions from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act").
UPC Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "UPC" and, on April 16, 1997, the last sale price of UPC
Common Stock was $43.38.
The shares of UPC Common Stock may be offered from time to time in
transactions through the NYSE, in negotiated transactions, or by a combination
of such methods of sale. The shares of UPC Common Stock may be offered at fixed
prices which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the shares of
UPC Common Stock to or through underwriters, broker-dealers, or agents. Such
underwriters, broker-dealers, or agents may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders or the
purchasers of the shares of UPC Common Stock (or a combination of the two).
Compensation to a particular broker-dealer might be in excess of customary
commissions. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS, OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
----------------
The date of this Prospectus is April ___, 1997.
<PAGE> 3
AVAILABLE INFORMATION
UPC is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, is required to file reports, proxy and information statements, and
other information with the Securities and Exchange Commission (the "SEC").
Copies of such reports, proxy and information statements, and other information
can be obtained, at prescribed rates, from the SEC by addressing written
requests for such copies to the Public Reference Section at the SEC at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition, such
reports, proxy and information statements, and other information can be
inspected at the public reference facilities referred to above and at the
regional offices of the SEC at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The shares of UPC Common Stock are listed and traded on the NYSE under the
symbol "UPC", and reports, proxy and information statements, and other
information concerning UPC also may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
This Prospectus constitutes part of the Registration Statement on Form
S-3 of UPC (including any exhibits and amendments thereto, the "Registration
Statement") filed with the SEC under the Securities Act, relating to the
securities offered hereby. This Prospectus does not include all of the
information in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the SEC. For further
information about UPC and the securities offered hereby, reference is made to
the Registration Statement. The Registration Statement may be inspected and
copied, at prescribed rates, at the SEC's public reference facilities at the
addresses set forth above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the SEC by UPC pursuant
to the Exchange Act are hereby incorporated by reference herein:
(a) UPC's Annual Report on Form 10-K for the year ended December
31, 1996 (provided that any information included or
incorporated by reference in response to Items 402(a)(8),
(i), (k), or (1) of Regulation S-K of the SEC shall not be
deemed to be incorporated herein and is not part of the
Registration Statement);
(b) UPC's Current Reports on Form 8-K dated January 16, 1997 and
April 17, 1997;
(c) The description of the current management and Board of
Directors contained in the Prospectus pursuant to Section
14(a) of the Exchange Act for UPC's Annual Meeting of
Shareholders held on April 17, 1997;
(d) UPC's Registration Statement on Form 8-A dated January 19,
1989, filed on February 1, 1989 (Commission File Number
0-6919), in connection with UPC's designation and
authorization of its Series A Preferred Stock;
(e) The description of the UPC Common Stock contained in UPC's
Registration Statement under Section 12(b) of the Exchange
Act and any amendment or report filed for the purpose of
updating such description.
All documents filed by UPC pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of UPC Common Stock offered hereby, shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference
<PAGE> 4
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
UPC will provide without charge, upon the written or oral request of
any person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any and all information (excluding certain exhibits)
relating to UPC that has been incorporated by reference in the Registration
Statement. Such requests should be directed to E. James House, Jr., Secretary
and Manager of the Legal Department, Union Planters Corporation, 7130 Goodlett
Farms Parkway, Memphis, Tennessee 38018 (telephone (901) 580-6584).
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<PAGE> 5
THE COMPANY
UPC, a Tennessee corporation, is a bank holding company registered
with the Board of Governors of the Federal Reserve System (the "Federal
Reserve") under the Bank Holding Company Act of 1956, as amended (the "BHC
Act") and a savings and loan holding company registered with the Office of
Thrift Supervision (the "OTS") under the Home Owners' Loan Act, as amended (the
"HOLA"). As of December 31, 1996, UPC had total consolidated assets of
approximately $15.2 billion, total consolidated loans of approximately $10.4
billion, total consolidated deposits of approximately $11.5 billion, and total
consolidated shareholders' equity of approximately $1.4 billion.
UPC conducts its business activities through its principal bank
subsidiary, Union Planters National Bank ("UPNB"), founded in 1869, and
headquartered in Memphis, Tennessee, 35 other bank subsidiaries and one savings
bank subsidiary located in Tennessee, Mississippi, Missouri, Arkansas,
Louisiana, Alabama, and Kentucky (collectively, the "UPC Banking
Subsidiaries"). Through the UPC Banking Subsidiaries, UPC provides a
diversified range of financial services in the communities in which it
operates, including traditional banking services; consumer, commercial and
corporate lending; retail banking; and mortgage banking. UPC also is engaged in
mortgage servicing; investment management and trust services; the issuance and
servicing of credit and debit cards; the origination, packaging, and
securitization of the government-guaranteed portions of Small Business
Administration loans; the purchase of delinquent Federal Housing Administration
and Department of Veterans Affairs ("FHA/VA") government insured/guaranteed
loans from third parties and Government National Mortgage Association ("GNMA")
pools serviced for others; full-service and discount brokerage services; and
the sale of bank-eligible insurance products and services.
Through the UPC Banking Subsidiaries, UPC operates approximately 438
banking offices, and 544 ATMs. UPC's assets are allocable by state to its
banking offices (before consolidating adjustments) approximately as follows:
$10.2 billion in Tennessee, $2.3 billion in Mississippi, $1.3 billion in
Missouri, $665 million in Arkansas, $579 million in Louisiana, $451 million in
Alabama, and $118 million in Kentucky.
Acquisitions have been, and are expected to continue to be, an
important part of the expansion of UPC's business. UPC completed four
acquisitions in 1992, twelve in 1993, thirteen in 1994, three in 1995, and
seven in 1996 adding approximately $1.6 billion in total assets in 1992, $1.7
billion in 1993, $3.8 billion in 1994, $1.3 billion in 1995, and $4.2 billion
in 1996. For a discussion of UPC's acquisition program and UPC management's
philosophy on that subject, see Note 2 to UPC's audited consolidated financial
statements for the years ended December 31, 1996, 1995, and 1994 (on pages 45
through 46) contained in UPC's Annual Report to Shareholders which is Exhibit
13 to UPC's Annual Report on Form 10-K for the year ended December 31, 1996,
which Exhibit 13 is incorporated by reference herein to the extent indicated
herein.
UPC expects to continue to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions. Future acquisitions may entail the
payment by UPC of consideration in excess of the book value of the underlying
net assets acquired, may result in the issuance of additional shares of UPC
capital stock or the incurring of additional indebtedness by UPC, and could
have a dilutive effect on the earnings or book value per share of UPC Common
Stock. Moreover, significant charges against earnings are sometimes required
incidental to acquisitions.
The principal executive offices of UPC are located at 7130 Goodlett
Farms Parkway, Memphis, Tennessee 38018, and the telephone number for each
institution at such address is (901) 580-6000. Additional information with
respect to UPC and its subsidiaries is included in documents incorporated by
reference in this Prospectus. See "AVAILABLE INFORMATION" and "DOCUMENTS
INCORPORATED BY REFERENCE."
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<PAGE> 6
SELECTED FINANCIAL DATA
The following tables present for UPC, selected consolidated financial
data for the five-year period ended December 31, 1996. The information for UPC
has been derived from the audited consolidated financial statements of UPC. See
"AVAILABLE INFORMATION" and "DOCUMENTS INCORPORATED BY REFERENCE."
UNION PLANTERS CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended December 31,
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1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net interest income ............................ $ 605,962 $ 535,997 $ 504,500 $ 439,290 $ 357,365
Provision for losses on loans .................. 57,395 27,381 9,661 22,660 37,367
Investment securities gains
(losses)...................................... 4,081 409 (22,515) 3,508 11,880
Other noninterest income ....................... 222,250 203,014 160,109 154,254 136,162
Noninterest expense ............................ 570,634 452,635 486,836 408,888 362,028
--------- --------- --------- --------- ---------
Earnings before income taxes,
extraordinary item
and accounting changes........................ 204,264 259,404 145,597 165,504 106,012
Applicable income taxes ........................... 70,526 86,648 45,174 51,864 30,219
--------- --------- --------- --------- ---------
Earnings before extraordinary
item and accounting changes ..................... 133,738 172,756 100,423 113,640 75,793
Extraordinary item and
accounting changes, net of taxes................. - - - 637 2,847
--------- --------- --------- --------- ---------
Net earnings ...................................... $ 133,738 $ 172,756 $ 100,423 $ 114,277 $ 78,640
========= ========= ========= ========= =========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
PER COMMON SHARE DATA (2) & (5)
Primary
Earnings before extraordinary item and
accounting changes......................... $1.95 $2.72 $1.52 $2.19 $1.75
Net earnings................................. 1.95 2.72 1.52 2.20 1.75
Fully diluted
Earnings before extraordinary item and
accounting changes......................... 1.92 2.64 1.52 2.14 1.73
Net earnings................................. 1.92 2.64 1.52 2.15 1.73
Cash dividends................................. 1.08 0.98 0.88 0.72 0.60
Book value..................................... 19.55 18.52 15.42 14.80 14.08
BALANCE SHEET DATA (AT PERIOD END)
Total assets................................... $15,222,563 $14,383,222 $13,425,063 $11,866,609 $10,180,375
Loans, net of unearned income................... 10,434,070 9,041,059 8,436,650 6,615,884 5,364,377
Allowance for losses on loans................... 166,853 156,388 154,131 141,999 114,130
Investment securities........................... 2,956,234 3,573,054 3,592,482 3,854,767 3,370,321
Deposits........................................ 11,490,262 11,074,722 10,702,569 9,879,780 8,714,306
Short-term borrowings........................... 714,146 838,283 699,838 300,414 343,452
Long-term debt (3)
Parent company................................ 373,459 214,758 114,790 114,729 74,292
Subsidiary banks.............................. 1,035,257 811,819 693,002 463,055 202,847
Total shareholders' equity...................... 1,352,874 1,213,162 1,008,594 935,730 670,267
Average assets.................................... 15,274,782 13,661,748 13,105,179 11,565,505 9,475,049
Average shareholders' equity...................... 1,283,575 1,119,232 1,042,990 813,140 623,869
Average shares outstanding (in thousands)
Primary........................................ 64,987 60,385 59,587 43,192 35,463
Fully diluted.................................. 69,518 64,995 59,929 47,422 38,307
PROFITABILITY AND CAPITAL RATIOS
Return on average assets....................... 0.88% 1.26% 0.77% 0.99% 0.83%
Return on average common equity................ 10.61 16.16 9.76 14.92 13.15
Net interest income(taxable-equivalent) to
average earnings assets (4).................. 4.41 4.38 4.31 4.29 4.26
Loans/deposits................................. 90.81 81.64 78.83 66.96 61.56
Common and preferred dividend payout ratio..... 50.64 32.74 40.99 28.34 32.95
Equity/assets (period end)..................... 8.89 8.43 7.51 7.89 6.58
Average shareholders' equity/average
total assets................................. 8.40 8.19 7.96 7.03 6.58
Leverage ratio................................. 9.61 8.08 7.53 7.62 6.36
Tier 1 capital to risk-weighted assets......... 15.29 13.39 12.75 14.07 11.70
Total capital to risk-weighted assets.......... 18.32 16.68 14.97 16.51 13.64
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Years Ended December 31, (1)
-------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ------------ ------------- ---------- ------------
(Dollars in thousands, except per share data)
ASSET QUALITY RATIOS (6)
<S> <C> <C> <C> <C> <C>
Allowance/period end loans..................... 1.86% 1.92% 1.98% 2.27% 2.20%
Nonperforming loans/total loans................ 0.74 0.56 0.44 0.65 1.16
Allowance/nonperforming loans.................. 253 344 444 346 189
Nonperforming assets/loans
and foreclosed properties.................... 0.92 0.67 0.58 0.96 1.83
Provision/average loans........................ 0.66 0.34 0.14 0.37 0.74
Net charge-offs/average loans.................. 0.60 0.34 0.09 0.27 0.52
</TABLE>
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(1) Reference is made to "Basis of Presentation" in Note 1 to UPC's
consolidated financial statements contained in the 1996 Annual Report
to Shareholders.
(2) Share and per share amounts have been retroactively restated for
significant acquisitions accounted for as poolings of interests.
(3) Long-term debt includes Medium-Term Bank Notes, Federal Home Loan Bank
(FHLB) advances, subordinated notes and debentures, obligations under
capital leases, mortgage indebtedness, Trust Preferred Securities, and
notes payable with maturities greater than one year.
(4) Average balances and calculations do not include the impact of the net
unrealized gain or loss on available for sale securities.
(5) Leader Financial Corporation was organized as a holding company on
March 18, 1993 in connection with the conversion of its principal
subsidiary, Leader Federal Bank for Savings, from a federal mutual
savings bank to a federally-chartered capital stock savings bank. (See
Note 2 to UPC's consolidated financial statements contained in the
1996 Annual Report to Shareholders.) Accordingly, earnings per share
for the year ended December 31, 1992 is calculated using only UPC's
historical net earnings and the calculation of earnings per share for
the year ended December 31, 1993 is based on UPC's historical net
earnings for 1993 plus Leader's fourth quarter net earnings, since the
stock conversion occurred on September 30, 1993.
(6) FHA/VA government-insured/guaranteed loans have been excluded, since
they represent minimal credit risk to UPC.
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<PAGE> 8
RECENT DEVELOPMENTS
1997 FIRST QUARTER UPC OPERATING RESULTS. The following table presents
certain information for the three months ended March 31, 1997 and 1996.
Reference is made to UPC's press release dated April 17, 1997, which is
included in UPC's Current Report on Form 8-K dated April 17, 1997. See,
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
Three Months Ended
March 31, (1)
-----------------------------------------------
1997 1996
------------------------ --------------------
(Dollars in thousands, except per share data)
<S> <C> <C>
INCOME STATEMENT DATA
Net interest income........................................ $155,276 $147,742
Provision for losses on loans.............................. 12,414 12,949
Investment securities gains................................ 116 61
Other noninterest income................................... 57,336 53,696
Noninterest expense........................................ 109,229 117,971
Earnings before income taxes............................... 91,085 70,579
Applicable income taxes.................................... 31,893 23,427
Net earnings............................................... 59,192 47,152
PER COMMON SHARE DATA
Net earnings
- primary................................................ $0.86 $0.70
- fully diluted.......................................... 0.84 0.68
Cash dividends............................................. 0.32 0.27
Book value................................................. 20.05 19.00
PROFITABILITY RATIOS
Return on average assets 1.61% 1.25%
Return on average common equity 18.50 15.86
Net interest income as a pecentage of average earnings assets
(taxable-equivalent basis)(3)............................. 4.71 4.37
ASSET QUALITY DATA
Allowance for losses on loans............................. $163,980 $166,825
Nonperforming loans....................................... 55,454 56,677
Nonperforming assets...................................... 71,897 67,369
Loans 90 days or more past due
FHA/VA government-insured/guaranteed loans 599,723 523,724
All other loans......................................... 19,089 18,967
Allowance for losses on loans to loans (4)................ 1.85 1.95
Nonperforming loans to loans (4) 0.63 0.66
Nonperforming assets to loans and foreclosed
properties (4).......................................... 0.81 0.78
Allowance/nonperforming loans............................. 296 294
BALANCE SHEET DATA (AT PERIOD END)
Total assets.............................................. $14,932,464 $15,242,137
Total loans, net of unearned income....................... 10,362,226 9,611,613
FHA/VA government-insured/guaranteed loans............. 1,518,394 1,036,043
Investment securities
Available for sale (Amortized
cost: $2,978,517 and $3,650,571)..................... 3,008,886 3,693,199
Held to maturity (Fair value:
$188,954 at March 31, 1996).......................... -- 187,426
Total deposits............................................ 11,395,301 11,792,889
Long-term debt (2)........................................ 1,326,565 1,079,825
Total shareholders' equity................................ 1,395,263 1,297,878
CAPITAL RATIOS
Equity/assets............................................. 9.34 8.52
Leverage (3).............................................. 10.26 8.09
</TABLE>
- ---------------------------------
(1) Interim period ratios are annualized.
(2) Includes subsidiary banks' long-term debt (primarily Federal Home Loan
Bank advances and medium-term bank notes) of $943.2 million and $840.2
million at march 31, 1997 and 1996, respectively.
(3) Excludes the impact of the fair value adjustment for available for
sale securities.
(4) FHA/VA government-insured/guaranteed loans have been excluded, since
they represent minimal credit risk to the Corporation.
- 6-
<PAGE> 9
CERTAIN REGULATORY CONSIDERATIONS
The following discussion sets forth certain of the material elements
of the regulatory framework applicable to banks and bank holding companies and
provides certain specific information related to UPC.
GENERAL
UPC is a bank holding company registered with the Federal Reserve
under the BHC Act. As such, UPC and its non-bank subsidiaries are subject to
the supervision, examination, and reporting requirements of the BHC Act and the
regulations of the Federal Reserve. In addition, as a savings and loan holding
company, UPC is also registered with the OTS and is subject to the regulation,
supervision, examination, and reporting requirements of the OTS.
The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before: (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or
control more than 5.0% of the voting shares of the bank; (ii) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of any bank; or (iii) it may merge or consolidate with any other bank
holding company. Similar federal statutes require savings and loan holding
companies and other companies to obtain the prior approval of the OTS before
acquiring direct or indirect ownership or control of a savings association.
The BHC Act further provides that the Federal Reserve may not approve
any transaction that would result in a monopoly or would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any section of the United States, or the effect of which
may be substantially to lessen competition or to tend to create a monopoly in
any section of the country, or that in any other manner would be in restraint
of trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. Consideration of financial resources generally focuses on capital
adequacy which is discussed below, and consideration of convenience and needs
issues includes the parties' performance under the Community Reinvestment Act
of 1977 discussed in Part I, Item 1 of UPC's Annual Report on Form 10-K.
The BHC Act, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Interstate Banking Act"), which became effective in September 1995, repealed
the prior statutory restrictions on interstate acquisitions of banks by bank
holding companies, such that UPC and any other bank holding company located in
Tennessee may now acquire a bank located in any other state, and any bank
holding company located outside Tennessee may lawfully acquire any
Tennessee-based bank, regardless of state law to the contrary, in either case
subject to certain deposit-percentage limitations, aging requirements, and
other restrictions. The Interstate Banking Act also generally provides that,
after June 1, 1997, national and state-chartered banks may branch interstate
through acquisitions of banks in other states. By adopting legislation prior to
that date, a state has the ability either to "opt in" and accelerate the date
after which interstate branching is permissible or "opt out" and prohibit
interstate branching altogether. As of the date of this Proxy Statement, none
of the states in which the banking subsidiaries of UPC are located has either
moved up the date after which interstate branching will be permissible or
"opted out." Assuming no state action prior to June 1, 1997, UPC would be able
to consolidate all of its bank subsidiaries into a single bank with interstate
branches following that date.
The BHC Act generally prohibits UPC from engaging in activities other
than banking or managing or controlling banks or other permissible subsidiaries
and from acquiring or retaining direct or indirect control of any company
engaged in any activities other than those activities determined by the Federal
Reserve to be so closely related to banking or managing or controlling banks as
to be a proper incident thereto. In determining whether a particular activity
is permissible, the Federal Reserve must consider whether the performance of
such an activity reasonably can be expected to produce benefits to the public,
such as greater convenience, increased competition, or
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<PAGE> 10
gains in efficiency, that outweigh possible adverse effects, such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest, or unsound banking practices. For example, factoring accounts
receivable, acquiring or servicing loans, leasing personal property, conducting
discount securities brokerage activities, performing certain data processing
services, acting as agent or broker in selling credit life insurance and
certain other types of insurance in connection with credit transactions, and
performing certain insurance underwriting activities all have been determined
by the Federal Reserve to be permissible activities of bank holding companies.
The BHC Act does not place territorial limitations on permissible nonbanking
activities of bank holding companies. Despite prior approval, the Federal
Reserve has the power to order a holding company or its subsidiaries to
terminate any activity or to terminate its ownership or control of any
subsidiary when it has reasonable cause to believe that continuation of such
activity or such ownership or control constitutes a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that bank
holding company.
Each of the subsidiary depository institutions of UPC is a member of
the FDIC, and as such, its deposits are insured by the FDIC to the extent
provided by law. Each such subsidiary is also subject to numerous state and
federal statutes and regulations that affect its business, activities, and
operations, and each is supervised and examined by one or more state or federal
bank regulatory agencies.
The regulatory agencies having supervisory jurisdiction over the
subsidiary institutions of UPC (the FDIC and the applicable state authority in
the case of state-chartered nonmember banks, the OTS in the case of federally
chartered thrift institutions, the Federal Reserve in the case of
state-chartered member banks, and the Office of the Comptroller of the Currency
(the "OCC") in the case of national banks) regularly examine the operations of
such institutions and have authority to approve or disapprove mergers,
consolidations, the establishment of branches, and similar corporate actions.
The federal and state banking regulators also have the power to prevent the
continuance or development of unsafe or unsound banking practices or other
violations of law.
PAYMENT OF DIVIDENDS
UPC is a legal entity separate and distinct from its banking, thrift,
and other subsidiaries. The principal sources of cash flow of UPC, including
cash flow to pay dividends to its shareholders, are dividends from its
subsidiary depository institutions. There are statutory and regulatory
limitations on the payment of dividends by these subsidiary depository
institutions to UPC, as well as by UPC to its shareholders.
As to the payment of dividends, each of UPC's state-chartered banking
subsidiaries is subject to the respective laws and regulations of the state in
which such bank is located, and to the regulations of the bank's primary
federal regulator. UPC's subsidiaries that are thrift institutions are subject
to the OTS' capital distributions regulation, and those that are national banks
are subject to the regulations of the OCC.
If, in the opinion of the federal banking regulator, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), such agency
may require, after notice and hearing, that such institution cease and desist
from such practice. The federal banking agencies have indicated that paying
dividends that deplete a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice. Under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. See "--Prompt Corrective
Action." Moreover, the federal agencies have issued policy statements that
provide that bank holding companies and insured banks should generally only pay
dividends out of current operating earnings.
At December 31, 1996, under dividend restrictions imposed under
federal and state laws, the subsidiary depository institutions of UPC, without
obtaining governmental approvals, could have lawfully declared aggregate
dividends to UPC of approximately $86.0 million.
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<PAGE> 11
The payment of dividends by UPC and its banking subsidiaries may also
be affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.
CAPITAL ADEQUACY
UPC and its subsidiary depository institutions are required to comply
with the capital adequacy standards established by the Federal Reserve in the
case of UPC, and the appropriate federal banking regulator in the case of each
of their subsidiary depository institutions. There are two basic measures of
capital adequacy for bank holding companies and their subsidiary depository
institutions that have been promulgated by the Federal Reserve and each of the
federal bank regulatory agencies: a risk-based measure and a leverage measure.
All applicable capital standards must be satisfied for a bank holding company
to be considered in compliance.
The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profile among
depository institutions and bank holding companies, to account for
off-balance-sheet exposure, and to minimize disincentives for holding liquid
assets. Assets and off-balance-sheet items are assigned to broad risk
categories, each with appropriate weights. The resulting capital ratios
represent capital as a percentage of total risk-weighted assets and
off-balance-sheet items.
The minimum guideline for the ratio ("Total Capital Ratio") of total
capital ("Total Capital") to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of Total Capital must be composed of common equity, undivided profits,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets
("Tier 1 Capital"). The remainder may consist of subordinated debt, other
preferred stock, and a limited amount of loan loss reserves ("Tier 2 Capital").
At December 31, 1996, UPC's consolidated Total Capital Ratio and its Tier 1
Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted assets) were
18.32% and 15.29%, respectively.
In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio (the "Leverage Ratio") of Tier 1 Capital to average assets, less
goodwill and certain other intangible assets, of 3.0% for bank holding
companies that meet certain specified criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3.0%, plus an additional cushion of 100
to 200 basis points. UPC's Leverage Ratio at December 31, 1996, was 9.61%. The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has
indicated that it will consider a "tangible Tier 1 Capital Leverage Ratio"
(deducting all intangibles) and other indicia of capital strength in evaluating
proposals for expansion or new activities.
Each of UPC's subsidiary depository institutions is subject to
risk-based and leverage capital requirements adopted by its federal banking
regulator, which are substantially similar to those adopted by the Federal
Reserve for bank holding companies. Each of the subsidiary depository
institutions was in compliance with applicable minimum capital requirements as
of December 31, 1996. Neither UPC, nor any of its subsidiary depository
institutions has been advised by any federal banking agency of any specific
minimum capital ratio requirement applicable to it.
Failure to meet capital guidelines could subject a bank or thrift to a
variety of enforcement remedies, including issuance of a capital directive, the
termination of deposit insurance by the FDIC, a prohibition on the taking of
brokered deposits, and certain other restrictions on its business. As described
below, substantial additional restrictions can be imposed upon FDIC-insured
depository institutions that fail to meet applicable capital requirements. See
"--Prompt Corrective Action."
The federal bank regulators continue to indicate their desire to raise
capital requirements applicable to banking organizations beyond their current
levels. In this regard, the Federal Reserve, the FDIC and the OCC
- 9 -
<PAGE> 12
have, pursuant to FDICIA, proposed an amendment to the risk-based capital
standards that would calculate the change in an institution's net economic
value attributable to increases and decreases in market interest rates and
would require banks with excessive interest rate risk exposure to hold
additional amounts of capital against such exposures. The OTS has already
included an interest-rate risk component in its risk-based capital guidelines
for savings associations that it regulates.
SUPPORT OF SUBSIDIARY INSTITUTIONS
Under Federal Reserve policy, UPC is expected to act as a source of
financial strength for, and to commit resources to support, each of its
respective banking subsidiaries. This support may be required at times when,
absent such Federal Reserve policy, UPC may not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of its banking
subsidiaries are subordinate in right of payment to deposits and to certain
other indebtedness of such banks. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
Under the Federal Deposit Insurance Act (the "FDIA"), a depository
institution insured by the FDIC can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989, in
connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to any
commonly controlled FDIC-insured depository institution "in danger of default."
"Default" is defined generally as the appointment of a conservator or receiver,
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance. The FDIC's claim for damages is superior to claims of
shareholders of the insured depository institution or its holding company, but
is subordinate to claims of depositors, secured creditors, and holders of
subordinated debt (other than affiliates) of the commonly controlled insured
depository institution. The subsidiary depository institutions of UPC are
subject to these cross-guarantee provisions. As a result, any loss suffered by
the FDIC in respect of any of these subsidiaries would likely result in
assertion of the cross-guarantee provisions, the assessment of such estimated
losses against the depository institution's banking or thrift affiliates, and a
potential loss of UPC's respective investments in such other subsidiary
depository institutions.
PROMPT CORRECTIVE ACTION
FDICIA establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, which became
effective in December 1992, the federal banking regulators are required to
establish five capital categories (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically
undercapitalized) and to take certain mandatory supervisory actions, and are
authorized to take other discretionary actions, with respect to institutions in
the three undercapitalized categories, the severity of which will depend upon
the capital category in which the institution is placed. Generally, subject to
a narrow exception, FDICIA requires the banking regulator to appoint a receiver
or conservator for an institution that is critically undercapitalized. The
federal banking agencies have specified by regulation the relevant capital
level for each category.
Under the final agency rules implementing the prompt corrective action
provisions, an institution that (i) has a Total Capital Ratio of 10% or
greater, a Tier 1 Capital Ratio of 6.0% or greater, and a Leverage Ratio of
5.0% or greater and (ii) is not subject to any written agreement, order,
capital directive, or prompt corrective action directive issued by the
appropriate federal banking agency is deemed to be well capitalized. An
institution with a Total Capital Ratio of 8.0% or greater, a Tier 1 Capital
Ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater is considered
to be adequately capitalized. A depository institution that has a Total Capital
Ratio of less than 8.0%, a Tier 1 Capital Ratio of less than 4.0%, or a
Leverage Ratio of less than 4.0% is considered to be undercapitalized. A
depository institution that has a Total Capital Ratio of less than 6.0%, a Tier
1 Capital Ratio of less than 3.0%, or a Leverage Ratio of less than 3.0% is
considered to be significantly undercapitalized, and an institution that has a
tangible equity capital to assets ratio equal to or less than 2.0% is deemed to
be critically undercapitalized. For purposes of the regulation, the term
"tangible equity" includes core capital elements counted as Tier 1 Capital for
purposes of the risk-based capital standards, plus the amount of outstanding
cumulative
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<PAGE> 13
perpetual preferred stock (including related surplus), minus all intangible
assets with certain exceptions. A depository institution may be deemed to be in
a capitalization category that is lower than is indicated by its actual capital
position if it receives an unsatisfactory examination rating.
An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
Under FDICIA, a bank holding company must guarantee that a subsidiary
depository institution meet its capital restoration plan, subject to certain
limitations. The obligation of a controlling bank holding company under FDICIA
to fund a capital restoration plan is limited to the lesser of 5.0% of an
undercapitalized subsidiary's assets or the amount required to meet regulatory
capital requirements. An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,
establishing any branches, or engaging in any new line of business, except in
accordance with an accepted capital restoration plan or with the approval of
the FDIC. In addition, the appropriate federal banking agency is given
authority with respect to any undercapitalized depository institution to take
any of the actions it is required to or may take with respect to a
significantly undercapitalized institution as described below if it determines
"that those actions are necessary to carry out the purpose" of FDICIA.
For those institutions that are significantly undercapitalized or
undercapitalized and either fail to submit an acceptable capital restoration
plan or fail to implement an approved capital restoration plan, the appropriate
federal banking agency must require the institution to take one or more of the
following actions: (i) sell enough shares, including voting shares, to become
adequately capitalized; (ii) merge with (or be sold to) another institution (or
holding company), but only if grounds exist for appointing a conservator or
receiver; (iii) restrict certain transactions with banking affiliates as if the
"sister bank" exception to the requirements of Section 23A of the Federal
Reserve Act did not exist; (iv) otherwise restrict transactions with bank or
non-bank affiliates; (v) restrict interest rates that the institution pays on
deposits to "prevailing rates" in the institution's "region;" (vi) restrict
asset growth or reduce total assets; (vii) alter, reduce, or terminate
activities; (viii) hold a new election of directors; (ix) dismiss any director
or senior executive officer who held office for more than 180 days immediately
before the institution became undercapitalized, provided that in requiring
dismissal of a director or senior officer, the agency must comply with certain
procedural requirements, including the opportunity for an appeal in which the
director or officer will have the burden of proving his or her value to the
institution; (x) employ "qualified" senior executive officers; (xi) cease
accepting deposits from correspondent depository institutions; (xii) divest
certain nondepository affiliates which pose a danger to the institution; or
(xiii) be divested by a parent holding company. In addition, without the prior
approval of the appropriate federal banking agency, a significantly
undercapitalized institution may not pay any bonus to any senior executive
officer or increase the rate of compensation for such an officer.
At December 31, 1996, all of the subsidiary depository institutions of
UPC had the requisite capital levels to qualify as well capitalized.
- 11 -
<PAGE> 14
DESCRIPTION OF UPC CAPITAL STOCK DESCRIPTION OF UPC CAPITAL STOCK
UPC's Charter currently authorizes the issuance of 100,000,000 shares
of UPC Common Stock and 10,000,000 shares of UPC preferred stock ("UPC
Preferred Stock"). As of March 31, 1997, 66,010,936 shares of UPC Common Stock
were issued and outstanding and approximately 3,239,000 shares were subject to
issuance through the exercise of options granted pursuant to UPC's 1992 and
1983 Stock Option Plans and other employee, officer and director benefit plans;
approximately 3,312,000 shares were authorized for issuance pursuant to said
plans but not yet subject to option grants or otherwise issued; and
approximately 3,596,843 shares were authorized for issuance and reserved for
conversion of certain outstanding shares of UPC Preferred Stock. In addition,
as of March 31, 1997, 2,877,474 shares of UPC's 8% Cumulative, Convertible
Preferred Stock, Series E (the "Series E Preferred Stock") were issued and
outstanding. As of April 21, 1997, none of UPC's authorized shares of Series A
Preferred Stock were issued and outstanding nor is management aware of the
existence of circumstances from which it may be inferred that such issuance is
imminent. THE CAPITAL STOCK OF UPC DOES NOT REPRESENT OR CONSTITUTE A DEPOSIT
ACCOUNT AND IS NOT INSURED BY THE FDIC, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY GOVERNMENTAL AGENCY.
UPC COMMON STOCK
GENERAL. Shares of UPC Common Stock may be issued at such time or
times and for such consideration (not less than the par value thereof) as the
UPC Board may deem advisable, subject to such limitations as may be set forth
in the laws of the State of Tennessee, UPC's Charter or Bylaws or the rules of
the NYSE. UPNB, a wholly-owned subsidiary of UPC, is the Registrar, Transfer
Agent and Dividend Disbursing Agent for shares of UPC Common Stock. Its address
is Union Planters National Bank, Corporate Trust Department, 6200 Poplar
Avenue, Third Floor, Memphis, Tennessee 38119. Its mailing address is P.O. Box
387, Memphis, Tennessee 38147.
DIVIDENDS. Subject to the preferential dividend rights applicable to
outstanding shares of the UPC Preferred Stock and subject to applicable
requirements, if any, with respect to the setting aside of sums for purchase,
retirement or sinking funds, if any, for all outstanding UPC Preferred Stock,
the holders of the UPC Common Stock are entitled to receive, to the extent
permitted by law, only such dividends as may be declared from time to time by
the UPC Board.
UPC has the right to, and may from time to time, enter into borrowing
arrangements or issue other debt instruments, the provisions of which may
contain restrictions on payment of dividends and other distributions on UPC
Common Stock and UPC Preferred Stock; however, UPC has no such arrangements in
effect at the date hereof.
LIQUIDATION RIGHTS. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of UPC, after
distribution in full of the preferential amounts required to be distributed to
the holders of UPC Preferred Stock, holders of UPC Common Stock will be
entitled to receive all of the remaining assets of UPC, of whatever kind,
available for distribution to shareholders ratably in proportion to the number
of shares of UPC Common Stock held. The UPC Board may distribute in kind to the
holders of UPC Common Stock such remaining assets of UPC or may sell, transfer
or otherwise dispose of all or any part of such remaining assets to any other
person or entity and receive payment therefor in cash, stock or obligations of
such other person or entity, and may sell all or any part of the consideration
so received and distribute any balance thereof in kind to holders of UPC Common
Stock. Neither the merger or consolidation of UPC into or with any other
corporation, nor the merger of any other corporation into UPC, nor any purchase
or redemption of shares of stock of UPC of any class, shall be deemed to be a
dissolution, liquidation or winding-up of UPC for purposes of this paragraph.
Because UPC is a holding company, its right and the rights of its
creditors and shareholders, including the holders of UPC Preferred Stock and
UPC Common Stock, to participate in the distribution of assets of a subsidiary
on its liquidation or recapitalization may be subject to prior claims of such
subsidiary's creditors except to the extent that UPC itself may be a creditor
having recognized claims against such subsidiary.
- 12 -
<PAGE> 15
UPC PREFERRED STOCK
SERIES A PREFERRED STOCK. UPC's Charter provides for the issuance of
up to 250,000 shares (subject to adjustment by action of the UPC Board) of
Series A Preferred Stock under certain circumstances involving a potential
change in control of UPC. None of such shares are outstanding and management is
aware of no facts suggesting that issuance of such shares may be imminent. The
Series A Preferred Stock is described in more detail in UPC's Registration
Statement on Form 8-A, dated January 19, 1989, and filed February 1, 1989 (SEC
File No. 0-6919) which is incorporated by reference herein.
SERIES E PREFERRED STOCK. 2,877,474 shares of Series E Preferred Stock
were outstanding as of March 31, 1997. All shares of Series E Preferred Stock
have a stated value of $25.00 per share. Dividends are payable at the rate of
$0.50 per share per quarter and are cumulative. The Series E Preferred Stock is
convertible at the rate of 1.25 shares of UPC Common Stock for each share of
Series E Preferred Stock. The Series E Preferred Stock is not subject to any
sinking fund provisions and has no preemptive rights. Such shares have a
liquidation preference of $25.00 per share plus unpaid dividends accrued
thereon and, at UPC's option and with the prior approval of the Federal
Reserve, are subject to redemption by UPC at any time or from time to time
after March 31, 1997 at a redemption price of $25.00 per share plus any unpaid
dividends. Holders of Series E Preferred Stock have no voting rights except as
required by law and in certain other limited circumstances. See "CERTAIN
REGULATORY CONSIDERATIONS--Payment of Dividends."
SELLING SHAREHOLDERS
The table below sets forth the name of each Selling Shareholder, the
number of shares of UPC Common Stock owned by each Selling Shareholder as of
April 21, 1997, the number of shares offered hereby for each Selling
Shareholder, the amount and percentage (if one percent or more) of the UPC
Common Stock to be owned by each Selling Shareholder, assuming that all of the
shares of UPC Common Stock offered for sale by such Selling Shareholder are
sold, and the nature of any material relationship that the Selling Shareholder
has had within the past three years with UPC or any of its affiliates. The
information in the following table as to each Selling Shareholder was supplied
to UPC by the Selling Shareholder.
<TABLE>
<CAPTION>
Percentage of UPC
Number of Shares of Number of Shares of Common Stock
UPC Common Stock UPC Common Stock to be Owned
Selling Shareholder Currently Owned Offered Hereby After the Offering
- ------------------- --------------- -------------- ------------------
<S> <C> <C> <C>
K. Edward Alexander (1)(2)(3) 2,737 2,737 (8)
Travis R. Anderson (4) 3,650 3,650 (8)
James R. Arnold (1)(2)(4)(5) 15,210 15,210 (8)
Jeffrey A. Greene 608 608 (8)
C.O. Holdbrooks (1)(4) 4,867 4,867 (8)
Bill G. Looper and
Carolyn J. Looper (4) 4,867 4,867 (8)
Charlovene Looper (4) 3,650 3,650 (8)
Jack P. Ray, Sr. (1) (4) 4,867 4,867 (8)
Sirrom Investments, Inc. (4) 3,598 3,598 (8)
Daniel W. Small (4) 1,216 1,216 (8)
Nancy C. Small (4) 6,084 6,084 (8)
R. Stuart Warner (1)(6) 2,555 2,555 (8)
Richard M. Watkins (1) 1,216 1,216 (8)
Margaret A. Yeager (1)(2)(4)(7) 4,867 4,867 (8)
</TABLE>
- ---------------------------------
(1) Served as a director of PFIC prior to UPC's acquisition of PFIC.
(2) Serves as a director of PFIC, an affiliate of UPC.
(3) Served as Executive Vice President of PFIC, prior to UPC's acquisition
of PFIC, and continues to serve as Executive Vice President of PFIC,
an affiliate of UPC.
(4) Held 5% or more of PFIC prior to UPC's acquisition of PFIC.
(5) Served as President of PFIC prior to UPC's acquisition of PFIC and
continues to serve as President of PFIC, an affiliate of UPC.
(6) Served as Senior Vice President of PFIC prior to UPC's acquisition of
PFIC.
(7) Served as Senior Vice President of PFIC prior to UPC's acquisition of
PFIC and continues to serve as Senior Vice President of PFIC, an
affiliate of UPC.
(8) Less than 1%.
- 13 -
<PAGE> 16
PLAN OF DISTRIBUTION
Any or all of the shares of UPC Common Stock offered hereby may be
sold from time to time by the Selling Shareholders. The Selling Shareholders
may sell their shares in transactions through the NYSE, in negotiated
transactions, or by a combination of such methods of sale. The shares of UPC
Common Stock may be offered at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. Such prices will be determined by each
Selling Shareholder or by agreement between the Selling Shareholder and his or
her underwriter, broker-dealer, or agent.
Any underwriter, broker-dealer, or agent participating in the
distribution of the shares of UPC Common Stock offered hereby may receive
compensation in the form of underwriting discounts, concessions, commissions,
or fees from the Selling Shareholders or the purchasers of the shares of UPC
Common Stock (or both). Such compensation may be in excess of customary
commissions. In addition, the Selling Shareholders and any underwriter,
broker-dealer, or agent that participates in the distribution of the shares of
UPC Common Stock may be deemed to be an underwriter under the Securities Act
(although neither UPC nor the Selling Shareholder so concedes), and any profit
on the sale of shares of UPC Common Stock and any discount, concession, or
commission received by any of such underwriter, broker-dealer, or agent, may be
deemed to be underwriting discounts and commissions under the Securities Act.
Certain agreements between UPC and the Selling Shareholders provide
that UPC will pay all the expenses incident to the Registration Statement and
certain other expenses related to the offering of the shares of UPC Common
Stock, other than underwriting fees, discounts, or commissions attributable to
the sale of the shares of UPC Common Stock. UPC will also indemnify the Selling
Shareholders against certain liabilities and expenses in connection with the
Registration Statement.
USE OF PROCEEDS
The shares of UPC Common Stock offered hereby are for the accounts of
the Selling Shareholders. Accordingly, UPC will not receive any of the proceeds
from any sales of the shares of UPC Common Stock by the Selling Shareholders.
EXPERTS
The consolidated financial statements of UPC and subsidiaries
incorporated in the Registration Statement by reference to the Annual Report on
Form 10-K for the year ended December 31, 1996, have been so incorporated in
reliance on the report by Price Waterhouse LLP, independent accountants, the
authority of said firm as experts in auditing and accounting.
OPINION
The legality of the shares of UPC Common Stock will be passed upon by
E. James House, Jr., Secretary and Manager of the Legal Department of UPC. E.
James House, Jr. is an officer of, and receives compensation from, UPC.
- 14 -
<PAGE> 17
===============================================================================
No dealer, salesperson or other individual has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by UPC or any agent or
underwriter. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstance create an implication that there has
been no change in the affairs of UPC since the date hereof. This Prospectus
does not constitute an offer or solicitation by anyone in any state in which
such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
---------------------------
TABLE OF CONTENTS
PAGE
PROSPECTUS
Available Information.................
Incorporation of Certain
Documents by Reference..............
The Company...........................
Selected Consolidated
Financial Data......................
Certain Regulatory
Considerations......................
Description of UPC Capital
Stock...............................
Selling Shareholders..................
Plan of Distribution..................
Use of Proceeds.......................
Experts...............................
Opinion...............................
===============================================================================
UNION PLANTERS
CORPORATION
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
________________, 1997
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
Securities Act Registration Fee....................... $ 779
Printing Expenses (estimated)......................... 5,000
Legal Fees and Expenses (estimated)................... 5,000
Accounting Fees and Expenses (estimated).............. 5,000
Blue Sky Fees and Expenses (estimated)................ 1,000
Miscellaneous (estimated)............................. --
Total.......................................... 16,779
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
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.
II-1
<PAGE> 19
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
to the shareholders.
ITEM 16. EXHIBITS.
The following exhibits are filed herein or have been, as noted,
previously filed:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ---------------------------------------------------------------
<S> <C>
4.1 Restated Charter of Union Planters Corporation.
(Incorporated by reference to exhibit 3(a) to the Annual
Report on Form 10-K of UPC, dated December 31, 1996.)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to exhibit 3(b) to the Annual
Report on Form 10-K of UPC, dated December 31, 1996.)
5.1 Opinion of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation, as to the
validity of the shares of UPC Common Stock.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page hereof).
</TABLE>
II-2
<PAGE> 20
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement 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.
(2) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(3) That for the purpose of determining any liability under the
Securities Act of 1933, each 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.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 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.
(5) 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.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 this the 21st
day of April, 1997.
REGISTRANT
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 Benjamin W. Rawlins, Jr. and E. James
House, Jr. and each of them, his or her true and lawful attorney-in-fact and
agent, 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 or
all amendments to this registration statement, and to file the same with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or their 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 has been signed below by the following persons in the
capacities indicated on the 21st day of April, 1997.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief Executive
--------------------------------------- Officer, Director (Principal Executive Officer)
Benjamin W. Rawlins, Jr.
/s/ John W. Parker Executive Vice President and
--------------------------------------- Chief Financial Officer (Principal Financial
John W. Parker Officer)
/s/ M. Kirk Walters Senior Vice President, Treasurer, and
--------------------------------------- Chief Accounting Officer
M. Kirk Walters
/s/ Albert M. Austin Director
---------------------------------------
Albert M. Austin
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ Edgar H. Bailey Director
---------------------------------------
Edgar H. Bailey
/s/ Marvin E. Bruce Director
---------------------------------------
Marvin E. Bruce
/s/ George W. Bryan Director
---------------------------------------
George W. Bryan
/s/ Robert B. Colbert, Jr. Director
---------------------------------------
Robert B. Colbert, Jr.
/s/ James E. Harwood Director
---------------------------------------
James E. Harwood
/s/ Parnell S. Lewis, Jr. Director
---------------------------------------
Parnell S. Lewis, Jr.
Director
---------------------------------------
C. J. Lowrance, III
/s/ Jackson W. Moore President and Director
---------------------------------------
Jackson W. Moore
/s/ Stanley D. Overton Director
---------------------------------------
Stanley D. Overton
/s/ V. Lane Rawlins Director
---------------------------------------
V. Lane Rawlins
/s/ Donald F. Schuppe Director
---------------------------------------
Donald F. Schuppe
/s/ Mike P. Sturdivant Director
---------------------------------------
Mike P. Sturdivant
/s/ Richard A. Trippeer, Jr. Director
---------------------------------------
Richard A. Trippeer, Jr.
</TABLE>
II-5
<PAGE> 23
<TABLE>
<S> <C>
/s/ Spence L. Wilson Director
---------------------------------------
Spence L. Wilson
Director
---------------------------------------
Milton J. Womack
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
[UNION PLANTERS CORPORATION LETTERHEAD]
April 21, 1997
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 59,992 Shares of the Common Stock, $5.00 Par Value
Per Share of Union Planters Corporation, a Tennessee Corporation
("UPC")
Gentlemen:
The undersigned has participated in the preparation of a shelf registration
statement on Form S-3 (the "Registration Statement") for filing with the
Securities and Exchange Commission with respect to not more than 59,992 shares
of UPC's common stock, $5.00 par value per share, including associated
Preferred Share Rights, ("UPC Common Stock") which have been issued by UPC
pursuant to an Agreement and Plan of Merger dated as of February 3, 1997, by
and among UPC, PFIC Corporation ("PFIC") and PFIC Acquisition Corporation
(the "Agreement"). The shares of UPC Common Stock were issued to shareholders
of PFIC (the "Selling Shareholders") in reliance on an exemption from
registration pursuant to Section 5 of the Securities Act of 1933. The
Registration Statement will serve to register those shares previously issued to
the Selling Shareholders for resale.
For purposes of rendering the opinion expressed herein, the undersigned has
examined UPC's corporate charter and all amendments thereto; UPC's by-laws and
amendments thereto; the Agreement and such of UPC'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 UPC 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.
Further, the undersigned is familiar with, and has supervised all corporate
action taken in connection with the authorization of the issuance and offering
of the subject securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite
power and authority to issue, sell and deliver the subject securities, and
to carry on its business and own its property; and
2. The shares of UPC Common Stock issued by UPC pursuant to the
Agreement have been duly authorized and are fully paid and nonassessable.
3. 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.
<PAGE> 2
(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.
The undersigned hereby consents to the undersigned being named as a party
rendering a legal opinion under the caption "Opinions" in the Prospectus
constituting part 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/ E. JAMES HOUSE, JR.
------------------------------------
E. James House, Jr.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 17, 1997, which appears on page 37 of the 1996 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, 1996. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Memphis, Tennessee
April 17, 1997
