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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 2O549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Magna Bancorp, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
55920000
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(CUSIP Number)
Jackson W. Moore
President
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
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(901) 383-2877
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 8, 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 [ ].
Check the following box if a fee is being paid with this statement []. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(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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<TABLE>
<S> <C>
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CUSIP No.: 55920000
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1. Name of Reporting Person: Union Planters Corporation
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S.S. or I.R.S. Identification No. of Above Person:
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I.R.S. Identification No. 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: *
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Number of
Shares Beneficially 8. Shared Voting Power: 0**
Owned by ---------------------------------------------
Each Reporting
Person With 9. Sole Dispositive Power: *
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10. Shared Dispositive Power: 0**
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11. Aggregate Amount Beneficially Owned by Each 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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</TABLE>
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* The shares indicated are purchasable by Union Planters Corporation ("UPC")
upon exercise of an option issued to UPC on May 8, 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 Magna Bancorp, Inc. ("Magna") 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 Magna 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 Magna as of May 8, 1997, taking into
consideration the 2,737,000 shares of Magna 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 Magna 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 Magna, $0.01 par value
per share ("Magna Common Stock"). Magna is a Delaware corporation whose
principal executive offices are located at 100 West Front Street, Hattiesburg,
Mississippi 39403.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by UPC, a Tennessee corporation 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 Magna 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 Reorganization, dated as of May
8, 1997 (the "Agreement"), by and between UPC and Magna, and in consideration
thereof, Magna issued an option to UPC on May 8, 1997 (the "Option") to
purchase, under certain conditions, up to 2,737,000 shares of Magna Common
Stock subject to adjustment under certain circumstances at a purchase price of
$17.50 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 May 8, 1997 (the "Option Agreement"), between UPC
and Magna.
The Agreement provides, among other things, for the merger of Magna
with a newly-formed, wholly-owned, first-tier subsidiary of UPC, with Magna as
the corporation surviving from the merger (the "Merger"). Upon consummation of
the Merger, which is subject to the approval of the Magna shareholders,
regulatory approvals, and the satisfaction or waiver of various other terms and
conditions, each share of Magna Common Stock (excluding shares held by Magna,
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 .5165 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 ("UPC Common
Stock") (the "Exchange Ratio").
Under the Agreement, Magna has the right to terminate the Agreement at
any time commencing two days after the Determination Date if (i) the Average
Closing Price of UPC Common Stock is less than the product of .80 and the
Starting Price, and (ii) (A) the quotient obtained by dividing the Average
Closing
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Price by the Starting Price (such number being referred to herein as the "UPC
Ratio") shall be less than (B) the quotient obtained by dividing the Index
Price on the Determination Date by the Index Price on the Starting Date and
subtracting 0.15 from the quotient. UPC has the right to elect to adjust the
Exchange Ratio in accordance with the terms of the Agreement, and thereby
eliminate Magna's right to terminate the Agreement.
For purposes of the Agreement, the Average Closing Price shall mean
the average of the daily last sales prices of UPC Common Stock as reported on
the New York Stock Exchange, Inc. ("NYSE") (as reported by The Wall Street
Journal or, if not reported thereby, another authoritative source as chosen by
UPC) for the twenty consecutive full trading days in which such shares are
traded on the NYSE ending at the close of trading on the Determination Date.
For purposes of the Agreement, the Determination Date shall mean the
later of the date (i) of the meeting of the shareholders of Magna to be held
for the purpose of voting on the Agreement and the related plan of merger, and
(ii) on which the last consent of the Board of Governors of the Federal Reserve
System or the Office of Thrift Supervision shall be received.
For purposes of the Agreement, the Index Price shall mean the weighted
average of the closing prices of the companies composing the index group
referred to the Agreement (the "Index Group").
For purposes of the Agreement, the Starting Date shall mean the fourth
full trading day after the announcement by press release of the Merger.
The Option Agreement provides that if (i) UPC is not in material
breach of the Option Agreement or the Agreement, and (ii) no injunction or
other order 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"),
including, among others:
(A) Magna taking certain actions (each an "Acquisition
Transaction"), including, among others, authorizing,
recommending or proposing or entering into an
agreement with any third party to effect (1) a merger,
consolidation or similar transaction involving Magna or its
subsidiaries, (2) the sale, lease, exchange or other
disposition of 25 percent or more of the consolidated assets
of Magna and its subsidiaries, or (3) the issuance, sale or
other disposition or 25 percent or more of the voting
securities of Magna or any of its subsidiaries; or
(B) any third party acquiring, or obtaining the right to acquire,
beneficial ownership of 25 percent or more of the outstanding
shares of Magna Common Stock;
provided, the Option will terminate upon the earliest of: (i) the Effective
Time; (ii) termination of the Agreement (other than as a result of a willful
breach of any representation or warranty or breach of any covenant by Magna
(each a "Default Termination")) prior to the occurrence of a Purchase Event or
(A) the commencement by any third party of a tender or exchange offer to
purchase 25 percent or more of the outstanding shares of Magna Common Stock, or
(B) failure of the shareholders of Magna to approve the Agreement (each a
"Preliminary Purchase Event"); (iii) 12 months after the termination of the
Agreement by UPC pursuant to a Default Termination pursuant to Sections 10.1(b)
or 10.1(c) of the Agreement ("Default Termination"); or (iv) 12 months after
termination of the Agreement (other than pursuant to a Default Termination)
following the occurrence of a Purchase Event or a Preliminary Purchase Event.
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The Agreement also sets forth that:
(i) UPC's Total Profit relating to the option may not
exceed $15 million and, if it otherwise would exceed such amount, UPC,
at its sole election, shall either (A) reduce the number of shares of
Magna Common Stock subject to the Option, (B) deliver to Magna for
cancellation Option Shares previously purchased by UPC, (C) pay cash
to Magna, or (D) any combination of the foregoing, so that UPC'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 Magna Common Stock as would, as of the date of exercise,
result in a Notional Total Profit of more than $15 million; provided
further, that UPC is not restricted from effecting any permitted
exercise of the Option on any subsequent date.
For purposes of the Agreement, the term "Total Profit" shall mean the
aggregate sum (prior to the payment of taxes) of the following: (i) the amount
received by UPC pursuant to Magna's repurchase of the Option (or any portion
thereof) pursuant to terms set forth in the Agreement; (ii) (A) the amount
received by UPC pursuant to Magna's repurchase of Option Shares under the
Agreement, less (B) UPC's purchase price for such Option Shares; (iii) (A) the
net cash amounts received by UPC 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 (B) UPC's purchase price of such Option
Shares; and (iv) any amounts received by UPC on the transfer of the Option (or
any portion thereof) to any unaffiliated person.
For purposes of the Agreement, the term "Notional Total Profit" with
respect to any number of shares of Magna 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 Magna Common Stock as quoted on
the Nasdaq National Market (or, if Magna 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 (each a "Repurchase Event"), including, among others, the
acquisition by a third party of 50 percent or more of the outstanding shares of
Magna Common Stock, and ending 12 months immediately thereafter, Magna will
repurchase from UPC (i) the Option, and (ii) all shares of Magna 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, the Option must be converted into, or exchanged for, an option, at
the election of UPC, of another corporation or Magna (the "Substitute Option").
The terms of any such Substitute Option are set forth in the Option Agreement.
A copy of the Agreement, including the Option Agreement but excluding
certain 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 THE MAGNA.
The 2,737,000 shares of Magna Common Stock which are purchasable by
UPC upon exercise of the Option are equal to approximately 19.9 percent of
Magna Common Stock, based on the
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13,754,266 shares of Magna Common Stock issued and outstanding on May 8, 1997
before taking into consideration the 2,737,000 shares of Magna Common Stock
that would be issued pursuant to the Option.
The Option contains anti-dilution provisions which provide that the
number of shares of Magna 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 Magna Common
Stock or the subdivision or reclassification of Magna Common Stock, as set
forth in the Option Agreement. If any additional shares of Magna Common Stock
are issued after the date of the Option Agreement other than those described in
the preceding sentence, the number of shares subject 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 Magna Common Stock then issued
and outstanding.
UPC expressly disclaims any beneficial ownership of the shares of
Magna 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 Magna Common
Stock, and (ii) there have been no transactions in the shares of Magna 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 Magna Common Stock obtainable by UPC upon exercise of the Option.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES TO THE MAGNA.
Other than the Agreement, including the Option Agreement, a copy of
which (excluding certain exhibits) 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 Magna.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Agreement and the Option Agreement are incorporated by reference
to Exhibits 2(a) and 2(b) of the Quarterly Report on Form 10-Q, dated May 9,
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: May 19, 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
<TABLE>
<CAPTION>
Principal occupation or employment,
Position with Union name of business, principal business,
Name Planters Corporation and principal business address
-------------------------- ---------------------- -----------------------------------------------------
<S> <C> <C>
Albert M. Austin Director Chairman
CANNON, AUSTIN & CANNON, INC. (real estate)
6685 Poplar Avenue, #200
Germantown, TN 38138
Edgar H. Bailey Vice Chairman Vice Chairman
UNION PLANTERS CORPORATION
6200 Poplar Avenue, HQ4
Memphis, TN 38119
Marvin E. Bruce Director Director and Chairman
TBC CORPORATION
(marketer/distributor of auto replacement products)
476 West Racquet Club Place
Memphis, TN 38117
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
James E. Harwood Director President
STERLING EQUITIES
(provider of advisory services and capital to small
businesses)
Suite 124
845 Crossover Lane
Memphis, TN 38117
</TABLE>
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<TABLE>
<CAPTION>
Principal occupation or employment,
Position with Union name of business, principal business,
Name Planters Corporation and principal business address
-------------------------- ---------------------- -----------------------------------------------------
<S> <C> <C>
Parnell S. Lewis, Jr. Director President
ANDERSON-TULLY COMPANY
1242 North Second Street
Memphis, TN 38101
C. J. Lowrance, III Director President
LOWRANCE BROTHERS & CO., INC. (planter)
Highway 61
Driver, AR 72329
Jackson W. Moore President and CEO President and Chief Operating Officer
UNION PLANTERS CORPORATION
7130 Goodlett Farms Parkway
Memphis, TN 38018
Stanley D. Overton Director Chairman
UNION PLANTERS BANK OF MIDDLE TENNESSE, N.A. (bank)
401 Union Street
Nashville, TN 37219
J. W. Parker Executive Vice President Executive Vice President and Chief Financial Officer
and Chief Financial UNION PLANTERS CORPORATION
Officer Executive Vice President, UPNB
7130 Goodlett Farms Parkway
Memphis, TN 38018
Benjamin W. Rawlins, Jr. Chairman of the Board Chairman of the Board, Chief Executive Officer, CEO
of UPNB
UNION PLANTERS CORPORATION
7130 Goodlett Farms Parkway
Memphis, TN 38018
Dr. V. Lane Rawlins Director President
UNIVERSITY OF MEMPHIS
Memphis, TN 38152
Donald F. Schuppe Director Retired; partner of Price Waterhouse LLP
DFS SERVICE COMPANY (consulting company)
6448 Winfrey Place
Memphis, TN 38120
</TABLE>
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<TABLE>
<CAPTION>
Principal occupation or employment,
Position with Union name of business, principal business,
Name Planters Corporation and principal business address
-------------------------- ---------------------- -----------------------------------------------------
<S> <C> <C>
Mike P. Sturdivant Director President
DUE WEST GIN CO., INC. (cotton ginning); Investor,
Chairman, Executive (various entities)
P.O. Box 230
Glendora, MS 38928
Richard A. Trippeer, Jr. Director President
R.A. TRIPPEER, INC. (investments)
Suite 300
5865 Ridgeway Center Parkway
Memphis, TN 38120
M. K. Walters Senior Vice President Senior Vice President, Chief Accounting Officer,
and Chief Accounting Treasurer
Officer UNION PLANTERS CORPORATION
Senior Vice President, UPNB
7130 Goodlett Farms Parkway
Memphis, TN 38018
Spence L. Wilson Director President
KEMMONS WILSON, INC.
(hotel development and management,
resort time-sharing, banking, house building
and subdivided development, and private
investment company)
thrift holding company)
1629 Winchester Road
Memphis, TN 38116
</TABLE>
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