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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 29, 1997.
<PAGE> 2
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 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> 3
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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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, (1)
-----------------------------------------------------------------------
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
=========== =========== =========== =========== ===========
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
</TABLE>
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<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, (1)
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
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
ASSET QUALITY RATIOS (6)
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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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 percentage 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>
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(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.
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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 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
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<PAGE> 8
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.
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.
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<PAGE> 9
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 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
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<PAGE> 10
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
perpetual preferred stock (including related surplus), minus all intangible
assets with certain exceptions. A depository institution may be deemed to be in
a
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<PAGE> 11
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.
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.
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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.
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.
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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 NUMBER OF SHARES COMMON STOCK
OF OF TO BE OWNED
UPC COMMON STOCK UPC COMMON STOCK AFTER THE
SELLING SHAREHOLDER CURRENTLY OWNED OFFERED HEREBY 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>
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(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%.
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
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(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.
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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.
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TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Selected Consolidated Financial
Data................................ 4
Certain Regulatory Considerations..... 7
Description of UPC Capital Stock...... 11
Selling Shareholders.................. 13
Plan of Distribution.................. 13
Use of Proceeds....................... 14
Experts............................... 14
Opinion............................... 14
</TABLE>
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UNION PLANTERS
CORPORATION
COMMON STOCK
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PROSPECTUS
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APRIL 29, 1997
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