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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 17, 1997 (June 24, 1997)
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
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(State of incorporation) Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
PROPOSED REPURCHASE OF SHARES FOR PURCHASE ACQUISITION
On June 24, 1997, Union Planters Corporation (the "Corporation")
announced its proposed acquisition of Sho-Me Financial Corporation ("SMFC") and
its wholly-owned subsidiary, 1st Savings Bank, headquartered in Mt. Vernon,
Missouri. As of March 31, 1997, SMFC reported total assets of $305 million with
shareholders' equity of $29 million. The Corporation expects to issue
approximately 1.2 million shares of its common stock to SMFC's shareholders in
a tax-free exchange of stock valued at approximately $59 million based on the
Corporation's June 23, 1997 closing price of $51.125. The Corporation expects
to purchase the approximately 1.2 million shares in the open market prior to or
shortly after the consummation of the merger and the acquisition will be
accounted for as a purcahse business combination. The acquisition is expected
to be completed in the fourth quarter of 1997 and is subject to shareholder and
regulatory approval and the satisfaction of normal contractual closing
conditions.
SECOND QUARTER EARNINGS RELEASE
On July 17, 1997, Union Planters Corporation announced operating results
for the three and six months ended June 30, 1997. A copy of the Corporation's
press release announcing the results is attached as Exhibit 99(a) and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
99(a) Union Planters Corporation Press Release dated
July 17, 1997, announcing operating results for
the three and six months ended June 30, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Union Planters Corporation
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Registrant
Date: July 17, 1997 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99(a)
Union Planters Corporation Press Release
dated July 17, 1997, announcing operating results for
the three and six months ended June 30, 1997
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[LOGO] UNION PLANTERS CORPORATION
NEWS RELEASE
July 17, 1997
UNION PLANTERS ANNOUNCES SECOND QUARTER
EARNINGS PER SHARE UP 20%
Memphis, Tennessee -- Union Planters Corporation announced today record
second quarter 1997 net earnings of $59.9 million compared to $48.6 million for
the same period in 1996. Fully diluted earnings per common share for the second
quarter were $.84 compared to $.70 for the same period a year ago, an increase
of 20.0%. Prior year results reflect the pooling of interests accounting for
five mergers, the largest being the Memphis-based Leader Financial Corporation.
The second quarter earnings represent a return on average assets of 1.62% and a
return on average common equity of 17.77%, compared to 1.29% and 16.01%,
respectively, for the same period in 1996.
Net earnings for the first half of 1997 were $119.0 million, or $1.68 per
fully diluted common share. This compares to net earnings of $95.8 million, or
$1.38 per fully diluted common share for 1996. Returns on average assets and
average common equity for the first half of 1997 were 1.61% and 18.12%,
respectively, compared to 1.27% and 15.93%, respectively, for the same period in
1996.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said, "We
are pleased with our second quarter and first half results. Our return on assets
and shareholders' equity should be in the top quartile of our peer group which
achieves one of our long-term goals. Our market area has been strong
economically and we have been able to accomplish good loan growth while
maintaining asset quality."
Net interest income increased to $157.7 million for the quarter compared
to $151.8 million for the same period a year ago. The net interest margin for
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[UNION PLANTERS LETTERHEAD]
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the second quarter was 4.75% compared to 4.47% for the same period in 1996. The
higher margin reflects loan growth funded by maturities and sales of lower
yielding investment securities.
For the second quarter of 1997, the provision for losses on loans was
$12.6 million compared to $12.7 million for the same period in 1996. Net
charge-offs for the quarter were $15.4 million compared to $11.6 million for the
second quarter of 1996. The increase in net charge-offs relates primarily to
credit card and other consumer loan charge-offs due to the continued record
number of personal bankruptcy filings.
At June 30, 1997, the allowance for losses on loans was $161.2 million, or
1.80% of loans and 295% of nonperforming loans. Nonperforming assets at quarter
end were $72.2 million, or .80% of loans and foreclosed properties. This
compares to $74.1 million, or .87% of loans and foreclosed properties at June
30, 1996.
Noninterest income was $54.5 million for the second quarter compared to
$55.6 million a year ago. The second quarter last year included certain one-time
trust fees and gains on sales of branches. Increases in the second quarter of
1997 were in service charges, bank card income, brokerage fees and annuity
sales. Declines were in mortgage servicing income and gains on sales of
residential mortgages.
Noninterest expense decreased for the quarter to $110.1 million compared
to $120.3 million a year ago. Expense categories that declined include salaries
and employee benefits, occupancy and equipment expenses, FDIC insurance
premiums, and mortgage servicing loss provisions on FHA/VA loans.
Union Planters Corporation ended the quarter with total assets of $14.8
billion, total loans of $10.4 billion, and total deposits of $11.2 billion.
Shareholders' equity at June 30, 1997 was $1.4 billion and the shareholders'
equity to total assets and leverage ratios were 9.78% and 10.64%, respectively.
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Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 34 banking subsidiaries, 564 ATM
locations, and 432 banking offices in Tennessee, Mississippi, Missouri,
Arkansas, Louisiana, Alabama, and Kentucky. Union Planters is one of the 50
largest bank holding companies in the United States. The Corporation's Common
Stock is traded on the New York Stock Exchange under the symbol UPC.
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FOR ADDITIONAL INFORMATION:
JACK W. PARKER, CFO
(901) 580-6781
[TWO PAGE FINANCIAL ATTACHMENT FOLLOWS]
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 157,674 $ 151,800 $ 312,950 $ 299,542
Taxable-equivalent basis 161,562 156,135 320,848 308,063
Provision for losses on loans 12,587 12,720 25,001 25,669
Noninterest income
Investment securities gains (losses) (107) (29) 9 32
Other 54,646 55,589 111,982 109,285
Noninterest expense 110,073 120,274 219,302 238,245
Earnings before income taxes 89,553 74,366 180,638 144,945
Applicable income taxes 29,700 25,742 61,593 49,169
NET EARNINGS 59,853 48,624 119,045 95,776
NET EARNINGS APPLICABLE TO COMMON SHARES 58,640 46,919 116,336 92,235
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PER COMMON SHARE DATA
Net earnings - primary $ .87 $ .72 $ 1.73 $ 1.42
- fully diluted .84 .70 1.68 1.38
Cash dividends .375 .27 .695 .54
Book value 20.69 19.19
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BALANCES AT END OF PERIOD
Total loans, net of unearned income $ 10,402,408 $ 9,607,778
FHA/VA government-insured/guaranteed loans 1,434,743 1,103,405
Allowance for losses on loans 161,159 167,987
Nonperforming assets
Nonaccrual loans 52,567 56,716
Restructured loans 2,153 5,879
Foreclosed properties 17,467 11,523
Loans 90 days past due 20,890 18,354
FHA/VA government-insured/guaranteed loans 90 days past due 500,985 474,770
Investment securities
Held to maturity - Amortized cost - 179,890
- Fair value - 179,444
Available for sale - Amortized cost 2,791,167 3,920,347
- Fair value 2,832,726 3,931,317
- Unrealized gain, net of taxes 25,448 6,117
Total assets 14,770,346 15,273,145
Total deposits 11,238,399 11,593,444
Total shareholders' equity 1,444,929 1,316,114
Total common equity 1,381,598 1,228,881
Tier 1 capital 1,571,868 1,258,591
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</TABLE>
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
AVERAGE BALANCES
Loans, net of unearned income $ 10,465,483 $ 9,602,005 $10,464,566 $ 9,625,776
Investment securities 2,927,818 4,102,885 2,917,692 3,919,084
Earning assets 13,631,493 14,047,909 13,668,548 14,009,983
Total assets 14,818,857 15,163,821 14,877,498 15,138,068
Total deposits 11,247,747 11,606,784 11,299,587 11,555,098
Interest-bearing liabilities 11,487,986 12,008,611 11,596,286 11,918,479
Demand deposits 1,670,512 1,605,346 1,647,243 1,589,514
Shareholders' equity 1,390,967 1,267,564 1,368,627 1,254,354
Common equity 1,323,721 1,178,860 1,294,443 1,164,097
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets 1.62% 1.29% 1.61% 1.27%
Return on average common equity 17.77 16.01 18.12 15.93
Expense ratio 1.50 1.59 1.45 1.60
Efficiency ratio 50.91 55.23 50.67 55.43
Allowance for losses on loans to loans (1) 1.80 1.98
Nonperforming loans to loans (1) .61 .74
Nonperforming assets to loans and
foreclosed properties (1) .80 .87
Net charge-offs of loans $ 15,408 $ 11,558 $ 30,695 $ 20,548
Net charge-offs as a percentage of
average loans (1) .69% .54% .69% .48%
Common shares outstanding (end of
period, in thousands) 66,790 64,029
Weighted average shares outstanding
(in thousands)
Primary 67,730 64,518 67,249 64,300
Fully diluted 71,229 68,992 71,028 68,919
Yield on earning assets (taxable-equivalent
basis) 8.73% 8.54% 8.73% 8.52%
Rate on interest-bearing liabilities 4.72 4.76 4.71 4.82
Interest rate spread (taxable-equivalent
basis) 4.01 3.78 4.02 3.70
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.75 4.47 4.73 4.42
Shareholders' equity to total assets 9.78 8.62
Leverage ratio 10.64 8.34
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</TABLE>
(1) Excludes FHA/VA government-insured/guaranteed loans
