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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b)
OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNION PLANTERS CORPORATION UNION PLANTERS CAPITAL TRUST A
(Exact name of registrant as specified in its charter)
Delaware 62-6317227
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
(Address of principal executive officers) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2), please check the following
box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8.20% Capital Trust Pass-through Securities(SM) New York Stock Exchange
(Liquidation Amount $1,000.00
Per Capital Security)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. Description of Registrants' Securities to be Registered.
The material set forth in the section captioned "Description of the Capital
Securities" in the Registrants' Form S-4 Registration Statement (Registration
Nos. 333-23755 for Union Planters Corporation and 333-23755-01 for Union
Planters Capital Trust A) (the "Registration Statement"), filed with the
Securities and Exchange Commission on March 14, 1997, is incorporated herein by
reference.
Item 2. Exhibits.
Listed below are all the exhibits filed as part of the Registration
Statement:
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4.1 Certificate of Trust of Union Planters Capital Trust A
4.2 Amended and Restated Declaration of Trust dated as of December 12, 1996 among Union Planters
Corporation, as Sponsor, First National Bank of Chicago, as Institutional Trustee, First Chicago
Delaware, Inc., as Delaware Trustee, Jackson W. Moore, John W. Parker and M. Kirk Walters, as Regular
Trustees, and the holders from time to time of undivided interests in the assets of the Trust
4.3 Indenture, dated as of December 12, 1996, between Union Planters Corporation and The First National
Bank of Chicago, as Indenture Trustee
4.4 First Supplemental Indenture, dated as of December 12, 1996, between Union Planters Corporation and The
First National Bank of Chicago, as Indenture Trustee
4.5 Form of Capital Security Certificate for Union Planters Capital Trust A (included as Exhibit A-2 to
Exhibit 4.2)
4.6 Capital Securities Guarantee Agreement, dated as of December 12, 1996, between Union Planters
Corporation and The First National Bank of Chicago
4.7 Registration Rights Agreement dated December 5, 1996, by and among Union Planters Corporation, Union
Planters Capital Trust A and Salomon Brothers, Inc. as Representative of the Initial Purchasers
4.8 Form of Subordinated Debt Security (included as part of Exhibit 4.4)
5.1 Opinion of Wyatt, Tarrant & Combs as to legality of the Junior Subordinated Deferrable Interest
Debentures to be issued by Union Planters Corporation and the Capital Securities Guarantee
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5.2 Opinion of Morris, Nichols, Arsht & Tunnell as to legality of the 8.20% Capital Trust Pass-through
Securities to be issued by Union Planters Capital Trust A
8 Opinion of Wyatt, Tarrant & Combs as to certain federal income tax matters
12 Computation of ratio of earnings to be fixed charges
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Wyatt, Tarrant & Combs (included in Exhibits 5.1 and 8)
23.3 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2)
24 Powers of Attorney (included in Signature Page)
25.1 Form T-1 Statement of Eligibility of The First National Bank of Chicago to act as trustee under the
Indenture
25.2 Form T-1 Statement of Eligibility of The First National Bank of Chicago to act as trustee under the
Amended and Restated Declaration of Trust
25.3 Form T-1 Statement of Eligibility of The First National Bank of Chicago under the Capital Securities
Guarantee Agreement for the benefit of the holders of Capital Securities of Union Planters Capital
Trust A
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Exchange Agent Agreement
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized, on this 7th day
of April, 1997.
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins, Jr.
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Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
UNION PLANTERS CAPITAL TRUST A
By: /s/ Jackson W. Moore
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Jackson W. Moore, as Trustee
By: /s/ John W. Parker
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John W. Parker, as Trustee
By: /s/ M. Kirk Walters
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M. Kirk Walters, as Trustee
