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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Peoples First Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
711050 10 4
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(CUSIP Number)
Jackson W. Moore
President
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 17, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF
THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE
THE NOTES).
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CUSIP No. 711050 10 4 13D
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1 Name of Reporting Person: Union Planters Corporation
S.S. or I.R.S. Identification No. of Above Person: 62-0859007
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2 Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions): WC; 00
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6 Citizenship or Place of Organization:
Tennessee
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7 Sole Voting Power:
Number of
Shares *
Beneficially
Owned by ----------------------------------------------------------------------------------------------------
Each Reporting 8 Shared Voting Power:
Person With
0*
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9 Sole Dispositive Power:
*
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10 Shared Dispositive Power:
0*
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11 Aggregate Amount Beneficially Owned by Reporting Person:
*
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13 Percent of Class Represented by Amount in Row 11:
16.6%**
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14 Type of Reporting Person (See Instructions):
CO
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*The shares that are the subject of this filing are purchasable by Union
Planters Corporation ("UPC") upon exercise of an option (the "Option") issued
to UPC on November 17, 1997, and described in Item 4 of this report. Prior to
the exercise of the Option, UPC is not entitled to any rights as a shareholder
of Peoples First Corporation ("Peoples") as to the shares covered by the
Option. The Option may only be exercised upon the happening of certain events
referred to in Item 4, none of which has occurred as of the date hereof. UPC
expressly disclaims beneficial ownership of any of the shares of common stock
of Peoples which are purchasable by UPC upon exercise of the Option.
**The percentage indicated represents the percentage of the total outstanding
shares of common stock of Peoples as of November 17, 1997, taking into
consideration the 1,991,406 shares of Peoples common stock that would be issued
pursuant to the Option. For the reasons discussed in the footnote above, UPC
expressly disclaims beneficial ownership of any of the shares of common stock
of Peoples which are purchasable by UPC upon exercise of the Option.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of Peoples, no par value
per share ("Peoples Common Stock"). Peoples is a Kentucky corporation whose
principal executive offices are located at 100 South Fourth Street, Paducah,
Kentucky 42001.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by UPC, a Tennessee chartered bank
holding company whose principal executive offices are located at 7130 Goodlett
Farms Parkway, Memphis, Tennessee 38018.
To the best of UPC's knowledge, during the last five years, neither
UPC nor any of its directors or executive officers has been convicted in any
criminal proceedings (excluding traffic violations or similar misdemeanors),
nor has UPC or any of its directors or executive officers been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Attached hereto is an appendix to Item 2 setting forth certain
additional information concerning the directors and executive officers of UPC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
It is presently anticipated that shares of Peoples Common Stock as
described in Item 4 would be purchased with working capital funds of UPC.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger, dated as of November 17,
1997 (the "Agreement"), by and between Union Planters Holding Corporation and
Peoples, and joined in by UPC, and in consideration thereof, Peoples issued an
option to UPC on November 17, 1997 (the "Option") to purchase, under certain
conditions, up to 1,991,406 shares of Peoples Common Stock, subject to
adjustment under certain circumstances, at a purchase price of $33.00 per
share, subject to adjustment pursuant to anti-dilution provisions (the
"Purchase Price"). The Option was issued to UPC pursuant to a Stock Option
Agreement, dated as of November 17, 1997 (the "Option Agreement"), between UPC
and Peoples.
The Agreement provides, among other things, for the merger of Peoples
with a wholly-owned, first-tier subsidiary of UPC, with the UPC subsidiary as
the corporation surviving the merger (the "Merger"). Upon consummation of the
Merger, which is subject to the approval of the Peoples' shareholders,
regulatory approvals, and the satisfaction or waiver of various other terms and
conditions, each share of Peoples Common Stock (excluding shares as to which
dissenter's rights have been exercised and shares held by Peoples, or UPC, or
any of their respective subsidiaries, in each case other than in a fiduciary
capacity or as a result of debts previously contracted) issued and outstanding
shall be converted into and exchanged for 0.6 of a share, subject to possible
adjustment under certain circumstances as set forth in the Agreement, of the
common stock of UPC, $5.00 par value per share, and associated stock purchase
rights ("UPC Common Stock") (the "Exchange Ratio").
Under the Agreement, Peoples has the right to terminate the Agreement
at any time during the ten-day period commencing two days after the
Determination Date (as defined in the Agreement) if either (A) both of the
following conditions are met: (i) the Average Closing Price (as defined in the
Agreement) of UPC Common Stock is less than the product of .85 and the Starting
Price (as defined in the Agreement); and (ii) the quotient obtained by dividing
the Average Closing Price by the Starting Price is less
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than the quotient obtained by dividing the Index Price (as defined in the
Agreement) on the Determination Date by the Index Price on the Starting Date
(as defined in the Agreement) and subtracting 0.10 from the quotient, or (B)
the Average Closing Price is less than the product obtained by multiplying 0.80
times the Starting Price. UPC has the right to elect to adjust the Exchange
Ratio in accordance with the terms of the Agreement, and thereby eliminate
Peoples' right to terminate the Agreement under this provision.
For purposes of the Agreement, the following terms have the
following meanings:
Average Closing Price means the average of the daily last
sales prices of UPC Common Stock as reported on the New York Stock
Exchange, Inc. ("NYSE") for the 20 consecutive full trading days in
which such shares are traded on the NYSE ending at the close of
trading on the Determination Date;
Determination Date means the later of the date (i) of the
meeting of the shareholders of Peoples to be held for the purpose of
voting on the Agreement, and (ii) on which the consent to the Merger
of the Board of Governors of the Federal Reserve System shall be
received.
Starting Price means the closing price per share of UPC
Common Stock as reported on the NYSE on the Starting Date.
Index Price on a given date means the weighted average of the
closing prices of the companies composing the index group referred to
in the Agreement.
Starting Date means the fourth full trading day after the
announcement by press release of the Merger.
If (i) UPC is not in material breach of the Option Agreement
or the Agreement, and (ii) no injunction against delivery of the shares covered
by the Option is in effect, UPC may exercise the Option in whole or in part, at
any time and from time to time following the happening of certain events (each
a "Purchase Event") and prior to the termination of the Option, including,
among others:
(a) Peoples shall have authorized, recommended, publicly
proposed or publicly announced an intention to
authorize, recommend or propose, or entered into an
agreement with any person (other than UPC or any
subsidiary of UPC) to effect (each an "Acquisition
Transaction") (1) a merger, consolidation or similar
transaction involving Peoples or its subsidiaries
(with certain exceptions), (2) the sale, lease,
exchange or other disposition of 25 percent or more
of the consolidated assets of Peoples and its
subsidiaries, or (3) the issuance, sale or other
disposition or 25 percent or more of the voting
securities of Peoples or any of its subsidiaries; or
(b) any third party (other than UPC or any subsidiary of
UPC) acquires, or obtains the right to acquire,
beneficial ownership of 25 percent or more of the
outstanding shares of Peoples Common Stock;
provided, the Option will terminate upon the earliest of: (i) the Effective
Time (as defined in the Agreement); (ii) termination of the Agreement (other
than as a result of a willful breach of any representation or warranty or
covenant by Peoples (a "Default Termination")) prior to the occurrence of a
Purchase Event or a Preliminary Purchase Event (defined in the Option Agreement
as (A) the commencement by any third party of a tender or exchange offer to
purchase 25 percent or more of the outstanding shares of Peoples Common Stock,
or (B) the occurrence of certain circumstances surrounding the failure of the
shareholders of Peoples to approve the Agreement, the failure to hold a meeting
of the Peoples shareholders
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to approve the Agreement, or the withdrawal or modification in a manner adverse
to UPC, of the recommendation of Peoples' Board of Directors with respect to
the Agreement); (iii) 12 months after the termination of the Agreement by UPC
pursuant to a Default Termination; or (iv) 12 months after termination of the
Agreement following the occurrence of a Purchase Event or a Preliminary
Purchase Event.
The Option Agreement also provides that:
(i) a holder's (including UPC's) Total Profit relating
to the Option may not exceed $15 million and, if it otherwise would
exceed such amount, the holder, at its sole election, shall either (A)
reduce the number of shares of Peoples Common Stock subject to the
Option, (B) deliver to Peoples for cancellation shares of Peoples
Common Stock previously purchased by UPC under the Option Agreement,
(C) pay cash to Peoples, or (D) any combination of the foregoing, so
that the holder's actually realized Total Profit shall not exceed $15
million after taking into account the foregoing actions; and
(ii) the Option may not be exercised for a number of
shares of Peoples Common Stock as would, as of the date of exercise,
result in a Notional Total Profit of more than $15 million; provided,
that nothing shall restrict any exercise of the Option on any
subsequent date.
For purposes of the Option Agreement, the term "Total Profit" means
the aggregate sum (prior to the payment of taxes) of the following: (i) the
amount received by the holder pursuant to Peoples' repurchase of the Option (or
any portion thereof) pursuant to terms set forth in the Option Agreement; (ii)
the amount received by the holder pursuant to Peoples' repurchase of shares of
Peoples Common Stock under the Option Agreement, less the holder's purchase
price for such Option shares; (iii) the net cash amounts received by the holder
pursuant to the sale of Option shares (or any other securities into which such
Option shares shall be converted or exchanged) to any unaffiliated person, less
the holder's purchase price for such Option shares; and (iv) any amounts
received by the holder on the transfer of the Option (or any portion thereof)
to any unaffiliated person.
For purposes of the Option Agreement, the term "Notional Total Profit"
with respect to any number of shares of Peoples Common Stock as to which UPC
may propose to exercise the Option shall be the Total Profit determined as of
the date of such proposed exercise, assuming that the Option were exercised on
such date for such number of shares and assuming that such shares, together
with all other Option shares held by UPC and its affiliates as of such date,
were sold for cash at the closing sale price per share of Peoples Common Stock
as quoted on the Nasdaq National Market (or, if Peoples Common Stock is not
then quoted on the Nasdaq National Market, the highest bid price per share as
quoted on the principal trading market or securities exchange on which such
shares are traded as reported by a recognized source chosen by UPC) as of the
close of business on the preceding trading day (less customary brokerage
commissions).
At the request of UPC at any time, beginning on the first occurrence
of certain events, including, among others, the acquisition by a third party of
50 percent or more of the outstanding shares of Peoples Common Stock, and
ending upon the earlier of 12 months immediately thereafter or termination of
the Option, Peoples will repurchase from UPC (i) the Option, and (ii) all
shares of Peoples Common Stock purchased by UPC pursuant to the Option
Agreement, at a specified price.
Upon the occurrence of certain events set forth in the Option
Agreement generally relating to the merger of Peoples with, or sale by Peoples
of substantially all of its assets to, a third party (other than UPC or a
subsidiary of UPC), the Option must be converted into, or exchanged for, an
option, at the election of UPC, of another corporation or Peoples (the
"Substitute Option"). The terms of any such Substitute Option are set forth in
the Option Agreement.
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A copy of the Agreement, including the Option Agreement and other
exhibits, is incorporated by reference herein as Exhibit 1, and the foregoing
summary is qualified in its entirety by reference thereto.
ITEM 5. INTEREST IN SECURITIES OF PEOPLES.
The 1,991,406 shares of Peoples Common Stock which are purchasable by
UPC upon exercise of the Option are equal to approximately 19.9 percent of
Peoples Common Stock, based on the 10,007,066 shares of Peoples Common Stock
issued and outstanding on November 17, 1997 before taking into consideration
the 1,991,406 shares of Peoples Common Stock that would be issued pursuant to
the Option.
The Option Agreement contains anti-dilution provisions which provide
that the number of shares of Peoples Common Stock issuable upon exercise of the
Option and the Purchase Price will be adjusted upon the happening of certain
events, including the payment of a stock dividend or other distribution in
Peoples Common Stock or the subdivision or reclassification of Peoples Common
Stock, as set forth in the Option Agreement. If any additional shares of
Peoples Common Stock are issued after the date of the Option Agreement other
than those described in the preceding sentence and shares issued upon exercise
of the Option, the number of shares subject to the Option (taking into account
the shares previously issued pursuant to the Option) shall be adjusted so that
such number of shares following such issuance shall continue to equal 19.9
percent of the number of shares of Peoples Common Stock then issued and
outstanding (without giving effect to the shares issued or issuable under the
Option).
UPC expressly disclaims any beneficial ownership of the shares of
Peoples Common Stock which are purchasable by UPC upon exercise of the Option
because the Option is exercisable only in the circumstances referred to in Item
4 above, none of which has occurred as of this date.
Other than as set forth in this Item 5, to the best of UPC's knowledge
(i) neither UPC nor any subsidiary or affiliate of UPC or any of its or their
executive officers or directors beneficially owns any shares of Peoples Common
Stock, and (ii) there have been no transactions in the shares of Peoples Common
Stock effected during the past 60 days by UPC, nor to the best of UPC's
knowledge, by any subsidiary or affiliate of UPC or any of its or their
executive officers or directors.
No other person is known by UPC to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Peoples Common Stock obtainable by UPC upon exercise of the Option.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF PEOPLES.
Other than the Agreement, including the Option Agreement, a copy of
which is incorporated by reference herein, to the best of UPC's knowledge there
are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above and between such
persons and any person with respect to any securities of Peoples, except as
described in the following paragraph.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Agreement and the Option Agreement are incorporated by reference
to Exhibits 2.1 and 2.2 of the Current Report on Form 8-K, dated November 17,
1997, filed by Union Planters Corporation (Commission File No. 1-10160).
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNION PLANTERS CORPORATION
Date: November 24, 1997 By:/s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer, and
Chief Accounting Officer
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APPENDIX TO ITEM 2
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PRINCIPAL OCCUPATION OR NAME OF
POSITION WITH BUSINESS, PRINCIPAL BUSINESS AND
NAME UNION PLANTERS CORPORATION PRINCIPAL BUSINESS ADDRESS
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Albert M. Austin Director Chairman
Cannon, Austin and Cannon
(real estate)
6685 Poplar Avenue, #20
Germantown, TN 38138
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Edgar H. Bailey Vice Chairman Vice Chairman
Union Planters Corporation
6200 Poplar Avenue, HQ4
Memphis, TN 38119
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Marvin E. Bruce Director Director and Chairman
TCB Corporation
(marketer/distributor of auto replace-
ment products)
476 West Racquet Club Place
Memphis, TN 38117
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George W. Bryan Director Senior Vice President
Sara Lee Corporation
(Meat Group Division, meat processor
and packagor)
Suite 300
8000 Centerview Parkway
Cordova, TN 38018
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James E. Harwood Director President
Sterling Equities
(provider of advisory services and
capital to small businesses)
Suite 124
845 Crossover Lane
Memphis, TN 38117
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Parnell S. Lewis, Jr. Director President
Anderson-Tully Company
1242 North Second Street
Memphis, TN 38101
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C.J. Lowrance, III Director President
Lowrance Brothers & Company, Inc.
(planter)
Highway 61
Driver, AR 72329
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Jackson W. Moore President and COO President and Chief Operating Officer
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, TN 38018
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<TABLE>
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Stanley D. Overton Director Chairman
Union Planters Bank of Middle
Tennessee, N.A. (Bank)
501 Union Street
Nashville, TN 37219
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J.W. Parker Executive Vice President and Executive Vice President and Chief
Chief Financial Officer Financial Officer
Union Planters Corporation
Executive Vice President, Union
Planters National Bank (UPNB)
7130 Goodlett Farms Parkway
Memphis, TN 38018
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Benjamin W. Rawlins, Jr. Chairman of the Board and CEO Chairman of the Board, Chief Executive
Officer, CEO of UPNB
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, TN 38018
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V. Lane Rawlins Director President
University of Memphis
Memphis, TN 38152
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Donald F. Schuppe Director DFS Service Company
6448 Winfrey Place
Memphis, TN 38120
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Mike P. Sturdivant Director President
Due West Gin Co., Inc. (cotton
ginning); Investor, Chairman, Executive
(various entities)
P.O. Box 230
Glendora, MS 38928
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Richard A. Trippeer, Jr. Director President
R.A. Trippeer, Inc.
(investments)
Suite 300
5865 Ridgeway Center Pa
Memphis, TN 38120
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M.K. Walters Senior Vice President and Chief Senior Vice President, Chief Account-
Accounting Officer ing Officer, Treasurer
Union Planters Corporation
Senior Vice President, UPNB
7130 Goodlett Farms Parkway
Memphis, TN 38018
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Spence L. Wilson Director President
Kemmons Wilson, Inc.
(provider of management services and
venture capital, developer of residential
and commercial real estate, and thrift
holding company)
1629 Winchester Road
Memphis, TN 38116
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