<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1997
333-23755 AND 333-23755-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT
NUMBER 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<C> <C>
UNION PLANTERS CORPORATION UNION PLANTERS CAPITAL TRUST A
(Exact name of Registrant as specified in charter) (Exact name of Registrant as specified in Declaration of
Trust)
TENNESSEE 6021 62-0859007 DELAWARE 6199 62-6317227
(State of (Primary Standard (I.R.S. Employer (State of (Primary Standard (I.R.S. Employer
Incorporation) Industrial Identification No.) Organization) Industrial Identification No.)
Classification Classification
Code No.) Code No.)
</TABLE>
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY,
MEMPHIS, TENNESSEE 38018
(901) 580-6596
(Address, including zip code, and telephone number, including area code, of
agent for service of each Registrant)
------------------
E. JAMES HOUSE, JR.
SECRETARY & MANAGER, LEGAL DIVISION
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6596
(Name, Address including zip code, and telephone number, including area code, of
agent for service of each Registrant)
------------------
COPIES TO:
R. NASH NEYLAND, ESQ., WYATT, TARRANT & COMBS
6075 POPLAR AVENUE, SUITE 650, MEMPHIS, TENNESSEE 38119
(901) 537-1023
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [ ].
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Securities of Union
Planters Capital Trust A......... $200,000,000 100% $200,000,000 $60,606.06
- -----------------------------------------------------------------------------------------------------------------------
Junior Subordinated Deferrable
Interest Debentures due 2026 of
Union Planters Corporation(2).... -- -- -- N/A
- -----------------------------------------------------------------------------------------------------------------------
Union Planters Corporation
Guarantee with respect to Capital
Securities(3).................... -- -- -- N/A
- -----------------------------------------------------------------------------------------------------------------------
Total(4)........................... $200,000,000(5) 100% $200,000,000(5) $60,606.06
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) The Junior Subordinated Deferrable Interest Debentures due 2026 (the
"Subordinated Debt Securities") were originally purchased by Union Planters
Capital Trust A with the proceeds of the sale of the Old Capital Securities.
No separate consideration will be received for the Subordinated Debt
Securities distributed upon any liquidation of Union Planters Capital Trust
A.
(3) No separate consideration will be received for the Guarantee.
(4) This Registration Statement is deemed to cover the Subordinated Debt
Securities of Union Planters Corporation, the rights of holders of
Subordinated Debt Securities of Union Planters Corporation under the
Indenture, the rights of holders of Capital Securities of Union Planters
Capital A Trust under the Declaration, and the rights of holders of the
Capital Securities under the Guarantee.
(5) Such amount represents the liquidation amount of the Union Planters Capital
Trust A Capital Securities to be exchanged hereunder and the principal
amount of Subordinated Debt Securities that may be distributed to investors
upon any liquidation of Union Planters Capital Trust A.
================================================================================
<PAGE> 2
PROSPECTUS
UNION PLANTERS CAPITAL TRUST A
OFFER TO EXCHANGE ITS 8.20% CAPITAL SECURITIES WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS
OUTSTANDING 8.20% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY
UNION PLANTERS CORPORATION
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON THURSDAY, MAY 15, 1997, UNLESS EXTENDED.
Union Planters Capital Trust A, a trust formed under the laws of the State
of Delaware (the "Trust") and Union Planters Corporation, a Tennessee
corporation, as Sponsor ("UPC" or the "Company"), hereby offer, upon the terms
and subject to the conditions set forth in this Prospectus (as the same may be
amended or supplemented from time to time, the "Prospectus") and in the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"), to exchange up to $200,000,000 aggregate Liquidation Amount of its
8.20% Capital Securities (the "New Capital Securities") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for a like Liquidation Amount of its outstanding
8.20% Capital Securities (the "Old Capital Securities"), of which $200,000,000
aggregate Liquidation Amount is outstanding. Pursuant to the Exchange Offer, UPC
is also exchanging its guarantee of the payment of Distributions (as defined
herein) and payments on liquidation or redemption of the Old Capital Securities
(the "Old Guarantee") for a like guarantee of the New Capital Securities (the
"New Guarantee") as well as exchanging all of its 8.20% Junior Subordinated
Deferrable Interest Debentures (the "Old Junior Subordinated Debt Securities"),
of which $206,186,000 aggregate principal amount is outstanding, for a like
aggregate principal amount of its 8.20% Junior Subordinated Deferrable Interest
Debentures (the "New Junior Subordinated Debt Securities"), which New Guarantee
and New Junior Subordinated Debt Securities also have been registered under the
Securities Act. The Old Capital Securities, the Old Guarantee and the Old Junior
Subordinated Debt Securities are collectively referred to herein as the "Old
Securities" and the New Capital Securities, the New Guarantee and the New Junior
Subordinated Debt Securities are collectively referred to herein as the "New
Securities."
The terms of the New Securities are identical in all material respects to
the respective terms of the Old Securities, except that (i) the New Securities
will have been registered under the Securities Act and therefore will not be
subject to certain restrictions on transfer applicable to the Old Securities and
(ii) holders of New Capital Securities will not be entitled to certain rights of
holders of Old Capital Securities under the Registration Rights Agreement (as
defined herein) which will terminate upon the consummation of this Exchange
Offer. The New Capital Securities are being offered for exchange in order to
satisfy certain obligations of UPC and the Trust under the Registration Rights
Agreement dated as of December 5, 1996 (the "Registration Rights Agreement")
among UPC, the Trust and Salomon Brothers Inc, Morgan Stanley & Co.,
Incorporated and Stifel Nicolaus & Company, Incorporated (the "Initial
Purchasers"). In the event that the Exchange Offer is consummated, any Old
Capital Securities which remain outstanding after consummation of the Exchange
Offer and the New Capital Securities issued in the Exchange Offer will vote
together as a single class for purposes of determining whether holders of the
requisite percentage in outstanding Liquidation Amount of such Capital
Securities have taken certain actions or exercised certain rights under the
Declaration (as defined below).
The New Subordinated Debt Securities and the New Guarantee, when issued,
will be unsecured obligations of UPC and will be subordinate and junior in right
of payment to other indebtedness of UPC, as described herein. Upon an event of
default under the Declaration (as defined herein) in respect of the Trust, the
holders of Capital Securities will have a preference over the holders of the
Common Securities with respect to payments in respect of Distributions and
payments upon redemption, liquidation and otherwise.
The New Capital Securities (as defined herein) and the Old Capital
Securities (as defined herein) (together, the "Capital Securities"), represent
beneficial interests in the Trust. UPC is the owner of all of the beneficial
interests represented by the common securities of the Trust (as defined herein)
(the "Common Securities" and, collectively with the Capital Securities, the
"Trust Securities"). The First National Bank of Chicago is the Institutional
Trustee of the Trust. The Trust exists for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof in the Old Subordinated Debt
Securities and New Subordinated Debt Securities (together, the "Subordinated
Debt Securities"). The Subordinated Debt Securities will mature on December 15,
2026.
------------------
SEE "RISK FACTORS" COMMENCING ON PAGE 12 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY HOLDERS WHO TENDER OLD CAPITAL SECURITIES IN THE
EXCHANGE OFFER.
------------------
THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
------------------
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 date of this Prospectus is April 14, 1997.
<PAGE> 3
Holders of the Capital Securities are entitled to receive cumulative cash
distributions at an annual rate of 8.20% per annum of the liquidation amount of
$1,000 per Capital Security, accruing from December 12, 1996 and (subject to the
extensions of distribution payment periods described below) payable semiannually
in arrears on June 15 and December 15 of each year, commencing June 15, 1997
("Distributions"). The payment of Distributions on the Capital Securities out of
moneys held by the Trust and payments on liquidation of the Trust or the
redemption of Capital Securities, as set forth below, are guaranteed by UPC (the
"Guarantee") to the extent described herein. The Guarantee covers payments of
Distributions and other payments on the Capital Securities only if and to the
extent that the Trust has funds available therefor, which funds will not be
available except to the extent that UPC has made payments of interest or
principal (or premium, if any) or other payments on the Subordinated Debt
Securities held by the Trust.
The Guarantee, when taken together with UPC's obligations under the
Subordinated Debt Securities, the Declaration (as defined below) and the
Indenture (as defined below), including UPC's obligations to pay costs,
expenses, debts and other obligations of the Trust (other than with respect to
the Trust Securities), provides a full and unconditional guarantee on a
subordinated basis by UPC of amounts due on the Capital Securities. See "Risk
Factors -- Guarantee Covers Distributions and Other Payments Only to the Extent
the Trust Has Available Funds; Related Remedies" herein. The obligations of UPC
under the Guarantee and Subordinated Debt Securities are subordinate and junior
in right of payment to all present and future Senior Indebtedness (as defined
herein) of UPC and are also effectively subordinate to claims of creditors of
UPC's subsidiaries. UPC had approximately $174.5 million of Senior Indebtedness
as of December 31, 1996. There are no terms in the Subordinated Debt Securities,
the Capital Securities or the Guarantee that limit the ability of UPC or any of
its subsidiaries to incur additional indebtedness, including indebtedness that
ranks senior to the Subordinated Debt Securities and the Guarantee.
The distribution rate and the distribution payment dates and other payment
dates for the Capital Securities will correspond to the interest rate and
interest payment dates on the Subordinated Debt Securities held by the Trust,
which are and will continue to be the sole asset of the Trust. As a result, if
no principal (or premium, if any) or interest is paid by UPC on the Subordinated
Debt Securities, the Trust will not have sufficient funds to make Distributions
on the Capital Securities, and the Guarantee will not apply to Distributions for
which the Trust has insufficient funds available.
UPC has the right, subject to the conditions set forth herein, to defer
payments of interest on the Subordinated Debt Securities by extending the
interest payment period on the Subordinated Debt Securities at any time and from
time to time for up to 10 consecutive semiannual periods (each such extended
interest payment period, an "Extension Period"), provided no Extension Period
may extend beyond the maturity of the Subordinated Debt Securities. If interest
payments on the Subordinated Debt Securities are so deferred, Distributions on
the Capital Securities will also be deferred. During any such Extension Period,
Distributions will continue to accrue at the distribution rate equal to 8.20%
per annum for Capital Securities, compounded semiannually (to the extent
permitted by applicable law), and holders of the Capital Securities will be
subject to United States federal income tax on the deferred amounts in advance
of receipt of cash distributions with respect to such deferred interest
payments. There could be multiple Extension Periods of varying lengths, each up
to 10 consecutive semiannual periods, throughout the term of the Subordinated
Debt Securities. See "Description of the Subordinated Debt Securities -- Option
to Extend Interest Payment Period," "Risk Factors -- Option to Extend Interest
Payment Period" and "United States Federal Income Taxation -- US
Holders -- Original Issue Discount."
The Subordinated Debt Securities are redeemable by UPC at the Call Price
(as defined herein), plus accrued and unpaid interest to the date of redemption,
in whole or in part, at any time and from time to time, on or after December 15,
2006. In certain limited circumstances, upon the occurrence of a Tax Event (as
defined herein), the Subordinated Debt Securities are also redeemable by UPC at
par, together with accrued and unpaid interest thereon to the date of the
redemption, in whole or in part, at any time. Either type of redemption prior to
maturity is subject to UPC having received prior approval from the Board of
Governors of the Federal Reserve System (the "Federal Reserve"), if then
required under applicable capital guidelines or policies of the Federal Reserve.
Upon the redemption or maturity of the Subordinated Debt Securities, the Trust
must redeem on a pro rata basis its Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the
i
<PAGE> 4
Subordinated Debt Securities so redeemed or matured at a redemption price (the
"Redemption Price") equal to (i) $1,000 per Trust Security, redeemed either upon
the maturity of the Subordinated Debt Securities or upon the occurrence and
continuation of a Tax Event, under certain limited circumstances as described
herein, or (ii) in the case of Optional Redemptions (as defined herein) of
Subordinated Debt Securities, an amount per Trust Security equal to the product
of $1,000 and the applicable percentage used to determine the Call Price for the
Subordinated Debt Securities being redeemed, plus in all cases, accrued and
unpaid Distributions on such Trust Securities to the date fixed for redemption.
See "Description of the Capital Securities -- Redemption." The Capital
Securities will be redeemed upon maturity of the Subordinated Debt Securities,
whereupon the Trust will be dissolved. See "Description of the Capital
Securities -- Tax Event Redemption" and "Description of the Subordinated Debt
Securities."
UPC, as the holder of all of the outstanding Common Securities of the
Trust, has the right at any time, subject to the receipt of prior approval by
the Federal Reserve if then required under applicable capital guidelines or
policies of the Federal Reserve, to dissolve the Trust (including, without
limitation, upon the occurrence of a Tax Event). In any such dissolution, after
satisfaction of liabilities to creditors of the Trust, the Subordinated Debt
Securities must be distributed to the holders of the Trust Securities on a pro
rata basis in accordance with the aggregate stated liquidation amount thereof in
liquidation of the Trust.
In the event of the involuntary or voluntary dissolution of the Trust,
other than in connection with a redemption of Subordinated Debt Securities as
described above, after satisfaction of liabilities to creditors of the Trust (to
the extent not satisfied by UPC), the holders of the Capital Securities
generally will be entitled to receive a Liquidation Amount (as defined herein)
plus accumulated and unpaid Distributions thereon to the date of payment,
unless, in connection with such dissolution, the Subordinated Debt Securities
held by the Trust are distributed to the holders of the Trust Securities as
would be required in certain circumstances. See "Description of the Capital
Securities -- Liquidation Distribution upon Dissolution."
The Capital Securities will be issued and may be transferred only in blocks
having a stated liquidation amount of not less than $100,000 (100 Capital
Securities). See "Description of the Capital Securities -- Restrictions on
Transfer." UPC and the Trust have applied for listing of the Capital Securities
issued in the Exchange Offer as debt securities on the New York Stock Exchange
("NYSE"). Should UPC and the Trust fail to obtain approval for listing the
Capital Securities on the NYSE, then UPC and the Trust may apply to qualify the
Capital Securities issued in the Exchange Offer for quotation through the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). If the Subordinated Debt Securities are distributed to the holders
of the Capital Securities and the Capital Securities are then listed on the NYSE
or quoted on the NASDAQ, then UPC will use its reasonable best efforts to have
the Subordinated Debt Securities listed on the NYSE or quoted on the NASDAQ as
the Capital Securities are then listed.
Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, UPC and the Trust believe that the New Capital Securities issued
pursuant to the Exchange Offer may be offered for resale, resold or otherwise
transferred by holders thereof (other than any holder that is an "affiliate" of
UPC or the Trust as defined under Rule 405 of the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Capital Securities are acquired in the
ordinary course of such holders' business and such holders are not engaged in,
and do not intend to engage in, a distribution of such New Capital Securities
and have no arrangement or understanding with any person to participate in the
distribution of such New Capital Securities. However, the staff of the
Commission has not considered this particular Exchange Offer in the context of a
no-action letter, and there can be no assurance that the staff of the Commission
would make a similar determination with respect to this Exchange Offer as in
such other circumstances. By tendering the Old Capital Securities in exchange
for New Capital Securities, each holder, other than a broker-dealer, will
represent to UPC and the Trust that: (i) it is not an affiliate of either UPC or
the Trust (as defined under Rule 405 of the Securities Act); (ii) any New
Capital Securities to be received by it were acquired in the ordinary course of
its business; and (iii) it is not engaged in, and it does not intend to engage
in, a distribution (within the meaning of the Securities Act) of the New Capital
Securities and it has no arrangement or understanding to participate in a
distribution of the New Capital Securities.
ii
<PAGE> 5
Each broker-dealer that receives New Capital Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Capital Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of New Capital Securities received in exchange for
Old Capital Securities where such Old Capital Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. UPC and the Trust have agreed that they will make this Prospectus
available to any broker-dealer for use in connection with any such resale until
December 12, 1997. See "Plan of Distribution."
Prior to the Exchange Offer there has been only a limited secondary market
and no public market for the Old Capital Securities. The New Capital Securities
will be a new issue of securities for which there currently is no market.
Although the Initial Purchasers have informed UPC and the Trust that they each
currently intend to make a market in the New Capital Securities, they are not
obligated to do so and any such market making may be discontinued at any time
without notice. Accordingly, there can be no assurance as to the development or
liquidity of any market for the New Capital Securities. UPC and the Trust have
applied to the NYSE for listing of the New Capital Securities as debt
securities. In the event the New Capital Securities are approved for and listed
on the NYSE, there is no assurance as to the development of liquidity of any
market for the New Capital Securities.
Any Old Capital Securities not tendered and accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Declaration (except
for those rights which terminate upon consummation of the Exchange Offer
including, but not limited to, a step-up in the distribution rate). Following
consummation of the Exchange Offer, the holders of Old Capital Securities will
continue to be subject to all of the existing restrictions upon transfer thereof
and neither UPC nor the Trust will have any further obligation to such holders
(other than under certain limited circumstances) to provide for registration
under the Securities Act of the Old Capital Securities held by them. To the
extent that Old Capital Securities are tendered and accepted in the Exchange
Offer, a holder's ability to sell untendered Old Capital Securities could be
adversely affected. See "Risk Factors -- Consequences of a Failure to Exchange
Old Capital Securities."
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.
Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on Thursday, May 15, 1997 (such time on such date
being hereinafter called the "Expiration Date"), unless the Exchange Offer is
extended by UPC and the Trust (in which case the term "Expiration Date" shall
mean the latest date and time to which the Exchange Offer is extended). Tenders
of Old Capital Securities may be withdrawn at any time on or prior to the
Expiration Date. The Exchange Offer is not conditioned upon any minimum
Liquidation Amount of Old Capital Securities being tendered for exchange.
However, the Exchange Offer is subject to certain events and conditions which
may be waived by UPC or the Trust and to the terms and provisions of the
Registration Rights Agreement. Old Capital Securities may be tendered in whole
or in part having a Liquidation Amount of not less than $100,000 (100 Capital
Securities) and or any integral multiple of $1,000 Liquidation Amount (1 Capital
Security) in excess thereof. UPC has agreed to pay all expenses of the Exchange
Offer. See "The Exchange Offer -- Fees and Expenses." Each New Capital Security
will pay cumulative Distributions from the most recent Distribution Date (as
defined herein) on the Old Capital Securities surrendered in exchange for such
New Capital Securities or, if no Distributions have been paid on such Old
Capital Securities, from December 12, 1996. Holders of the Old Capital
Securities whose Old Capital Securities are accepted for exchange will not
receive accumulated Distributions on such Old Capital Securities for any period
from and after the last Distribution Date on such Old Capital Securities prior
to the original issue date of the New Capital Securities or, if no such
Distributions have been paid, will not receive any accumulated Distributions on
such Old Capital Securities, and will be deemed to have waived the right to
receive any
iii
<PAGE> 6
Distributions on such Old Capital Securities accumulated from and after such
Distribution Date or, if no such interest has been paid or duly provided for,
from and after December 12, 1996. This Prospectus, together with the Letter of
Transmittal, is being sent to all registered holders of Old Capital Securities
as of April 14, 1997.
Neither UPC nor the Trust will receive any cash proceeds from the issuance
of the New Capital Securities offered hereby. No dealer-manager is being used in
connection with this Exchange Offer. See "Use of Proceeds" and "Plan of
Distribution."
iv
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
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PAGE
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AVAILABLE INFORMATION....................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 1
SUMMARY..................................................... 3
RISK FACTORS................................................ 12
CAPITALIZATION.............................................. 18
UNION PLANTERS CORPORATION.................................. 21
THE EXCHANGE OFFER.......................................... 22
DESCRIPTION OF THE CAPITAL SECURITIES....................... 30
DESCRIPTION OF THE GUARANTEE................................ 43
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES............. 45
EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT SECURITIES
AND THE GUARANTEE......................................... 55
PLAN OF DISTRIBUTION........................................ 56
UNITED STATES FEDERAL INCOME TAXATION....................... 56
ERISA CONSIDERATIONS........................................ 60
LEGAL MATTERS............................................... 62
EXPERTS..................................................... 62
</TABLE>
v
<PAGE> 8
AVAILABLE INFORMATION
UPC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Such information may also be
accessed electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). In addition, such reports, proxy statements and other
information concerning UPC can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 on which exchange
securities of UPC are listed.
No separate financial statements of the Trust have been included herein.
UPC and the Trust do not consider that such financial statements would be
material to holders of the Capital Securities because the Trust is a newly
formed special purpose entity, has no operating history or independent
operations and is not engaged in, and does not propose to engage in, any
activity other than holding as trust assets the Subordinated Debt Securities and
issuing the Trust Securities and UPC has guaranteed the obligations of the
Trust. See "Union Planters Capital Trust A", "Description of the Capital
Securities", "Description of the Subordinated Debt Securities" and "Description
of the Guarantee". In addition, UPC does not expect that the Trust will file
reports under the Exchange Act with the Commission.
This Prospectus constitutes part of a registration statement on Form S-4
("Registration Statement") filed by UPC and the Trust with the Commission under
the Securities Act. This Prospectus does no contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to UPC, the Trust and the Capital
Securities. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and, in each instance, reference is made
to the copy of such document as filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by UPC
pursuant to the Exchange Act (under Commission File No. 1-10160 except as
otherwise indicated) are hereby incorporated by reference herein: UPC's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (including
Exhibit 13 thereto to the extent incorporated therein); UPC's Current Report on
Form 8-K dated January 16, 1997; and UPC's Registration Statement on Form 8-A
dated January 19, 1989, filed on February 1, 1989 (Commission file No. 0-6919),
in connection with UPC's designation and authorization of its Series A preferred
stock to be issued, if ever, in connection with UPC's Shareholder Rights Plan.
UPC's Annual Report on Form 10-K for the year ended December 31, 1996
incorporates by reference specific portions of the UPC's Annual Report to
Shareholders for that year (UPC's "Annual Report to Shareholders" which is
Exhibit 13 to said Form 10-K) but does not incorporate other portions of UPC's
Annual Report to Shareholders. The portion of UPC's Annual Report to
Shareholders captioned "Letter to Shareholders" and certain other portions of
UPC's Annual Report to Shareholders not specifically incorporated into UPC's
Annual Report on Form 10-K are not incorporated herein.
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 any offering of securities under this Prospectus shall be deemed
to be incorporated by reference herein 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
1
<PAGE> 9
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.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents (other than exhibits to
such documents unless such exhibits are specifically incorporated herein by
reference) are available without charge upon the written or oral request of any
person, including any beneficial owner, to whom this Prospectus is delivered.
Such requests for documents relating to UPC should be directed to Union Planters
Corporation, Post Office Box 387, Memphis, Tennessee 38147, telephone (901)
580-6028, Attention: Secretary. Requests should be made not less than five days
prior to the date needed in order to ensure timely delivery of the documents.
As used herein, the terms "Prospectus" and "herein" mean this Prospectus,
including such documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all respects by reference to all of
the provisions of such contract or other document.
2
<PAGE> 10
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference into this Prospectus. Prospective
investors should consider carefully the factors set forth herein under "Risk
Factors." As used in this Prospectus, "UPC" includes its respective predecessors
and subsidiaries, except as the context otherwise may require.
UNION PLANTERS CAPITAL TRUST A
The Trust is a statutory business trust formed under Delaware law pursuant
to (i) a Declaration of Trust executed by UPC, as Sponsor, and the Union
Planters Trustees (as defined herein), and (ii) the filing of a certificate of
trust with the Delaware Secretary of State on December 4, 1996. The Trust exists
for the exclusive purposes of (i) issuing the Trust Securities and the Exchange
Securities, (ii) investing the gross proceeds from the sale of the Trust
Securities to acquire the Subordinated Debt Securities issued by UPC, and (iii)
engaging in only those other activities necessary or incidental thereto.
Accordingly, the Subordinated Debt Securities are and will continue to be the
sole assets of the Trust, and payments under the Subordinated Debt Securities
are and will continue to be the sole revenues of the Trust. All of the Common
Securities will be owned by UPC. The principal place of business of the Trust is
c/o Union Planters Corporation, 7130 Goodlett Farms Parkway, Memphis, Tennessee
38018, and its telephone number is (901) 580-6000.
UNION PLANTERS CORPORATION
UPC is a $15.2 billion multi-state bank holding company headquartered in
Memphis, Tennessee whose primary business is banking. UPC is the largest bank
holding company headquartered in Tennessee and one of the fifty largest bank
holding companies headquartered in the United States. UPC conducts its business
activities through its principal bank subsidiary, the $6.0-billion-asset Union
Planters National Bank ("UPNB"), founded in 1869 and headquartered in Memphis,
Tennessee, and through 36 other bank subsidiaries located in Tennessee,
Mississippi, Missouri, Arkansas, Louisiana, Alabama and Kentucky (collectively,
the "Banking Subsidiaries"). Through its 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
U.S. Government-guaranteed portions of Small Business Administration loans; the
purchase of certain delinquent Federal Housing Administration and Department of
Veterans Affairs ("FHA/VA") government-insured/guaranteed loans from the
Government National Mortgage Association ("GNMA") and other parties; full
service and discount brokerage services; and the sale of annuities and certain
bank-eligible insurance products. Through its Banking Subsidiaries, UPC operates
438 banking offices and 544 ATMs.
UPC is a legal entity separate and distinct from UPNB and its other Banking
Subsidiaries and affiliates. Because UPC is a holding company, its rights and
the rights of its creditors and shareholders, including the holders of the
Subordinated Debt Securities and the Guarantee, to participate in the assets of
any subsidiary upon its liquidation or recapitalization will be subject to the
prior claims of such subsidiary's creditors, except to the extent that UPC may
itself be a creditor having recognized claims against such subsidiary, in which
case it will share in such subsidiary's assets along with other creditors.
There are various legal and regulatory limitations on the extent to which
UPC's Banking Subsidiaries may extend credit, pay dividends or otherwise supply
funds to UPC. The approval of the Office of the Comptroller of the Currency is
required if total dividends declared by a national bank in any calendar year
should exceed net profits for that year combined with its retained net profits
for the preceding two years. Moreover, banks may not pay dividends in excess of
their undivided profits. In determining whether and to what extent to pay
dividends, each Banking Subsidiary must also consider the effect of dividend
payments on applicable risk-based capital and leverage requirements as well as
policy statements of the federal regulatory agencies that, generally, banking
organizations should pay dividends out of current operating earnings. In
addition there are numerous governmental requirements and regulations which
affect the activities of UPC and its bank and non-bank subsidiaries.
3
<PAGE> 11
UPC's corporate office is located at 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, and its telephone number is (901) 580-6000. Additional
information concerning UPC is included in the documents incorporated by
reference into this Prospectus. See "Available Information" and "Incorporation
of Certain Documents by Reference."
THE EXCHANGE OFFER
The Exchange Offer......... Up to $200,000,000 aggregate Liquidation Amount of
New Capital Securities are being offered in
exchange for a like aggregate Liquidation Amount of
Old Capital Securities. Old Capital Securities may
be tendered for exchange in whole or in part in a
Liquidation Amount of $100,000 (100 Capital
Securities) or any integral multiple of $1,000 in
excess thereof. UPC and the Trust are making the
Exchange Offer in order to satisfy their
obligations under the Registration Rights Agreement
relating to the Old Capital Securities. For a
description of the procedures for tendering Old
Capital Securities, see "The Exchange
Offer -- Procedures for Tendering Old Capital
Securities."
Expiration Date............ 5:00 p.m., New York City time, on Thursday, May 15,
1997 (such time on such date being hereinafter
called the "Expiration Date") unless the Exchange
Offer is extended by UPC and the Trust (in which
case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is
extended). See "The Exchange Offer -- Expiration
Date; Extensions; Amendments."
Conditions to the
Exchange Offer........... The Exchange Offer is subject to certain
conditions, which may be waived by UPC and the
Trust in their sole discretion. The Exchange Offer
is not conditioned upon any minimum Liquidation
Amount of Old Capital Securities being tendered.
See "The Exchange Offer -- Conditions to the
Exchange Offer."
UPC and the Trust reserve the right in their sole
and absolute discretion, subject to applicable law,
at any time and from time to time, (i) to delay the
acceptance of the Old Capital Securities for
exchange, (ii) to terminate the Exchange Offer if
certain specified conditions have not been
satisfied, (iii) to extend the Expiration Date of
the Exchange Offer and retain all Old Capital
Securities tendered pursuant to the Exchange Offer,
subject, however, to the right of holders of Old
Capital Securities to withdraw their tendered Old
Capital Securities, or (iv) to waive any condition
or otherwise amend the terms of the Exchange Offer
in any respect. See "The Exchange
Offer -- Expiration Date; Extensions; Amendments."
Listing.................... UPC and the Trust have applied for listing of the
Capital Securities issued in the Exchange Offer as
debt securities on the NYSE. Should for some reason
the Capital Securities issued in the Exchange Offer
fail to be approved for listing on the NYSE, UPC
and the Trust may apply for such Capital Securities
to be approved for quotation on the NASDAQ. If the
Subordinated Debt Securities are distributed to
holders of the Capital Securities, and the Capital
Securities are then listed on the NYSE or quoted on
the NASDAQ, UPC will use its reasonable best
efforts to have the Subordinated Debt Securities
listed on such exchange or for such quotation as
the Capital Securities are then listed.
4
<PAGE> 12
Withdrawal Rights.......... Tenders of Old Capital Securities may be withdrawn
at any time on or prior to the Expiration Date by
delivering a written notice of such withdrawal to
the Exchange Agent in conformity with certain
procedures set forth below under "The Exchange
Offer -- Withdrawal Rights."
Procedures for Tendering
Old Capital Securities..... Tendering holders of Old Capital Securities must
complete and sign a Letter of Transmittal in
accordance with the instructions contained therein
and forward the same by mail, facsimile
transmission or hand delivery, together with any
other required documents, to the Exchange Agent,
either with the Old Capital Securities to be
tendered or in compliance with the specified
procedures for guaranteed delivery of Old Capital
Securities. Certain brokers, dealers, commercial
banks, trust companies and other nominees may also
effect tenders by book-entry transfer through the
Automated Tender Offer Program ("ATOP") of The
Depository Trust Company ("DTC") for which the
transaction will be eligible. Holders of Old
Capital Securities registered in the name of a
broker, dealer, commercial bank, trust company or
other nominee are urged to contact such person
promptly if they wish to tender Old Capital
Securities pursuant to the Exchange Offer. See "The
Exchange Offer -- Procedures for Tendering Old
Capital Securities."
Letters of Transmittal and certificates
representing Old Capital Securities should not be
sent to UPC or the Trust. Such documents should
only be sent to the Exchange Agent. Questions
regarding how to tender and requests for
information should be directed to the Exchange
Agent. See "The Exchange Offer -- Exchange Agent."
Resales of New
Capital Securities....... Based on interpretations by the staff of the
Commission, as set forth in no-action letters
issued to third parties, UPC and the Trust believe
that holders of Old Capital Securities (other than
any holder that is an "affiliate" of UPC or the
Trust as defined under Rule 405 of the Securities
Act) who exchange their Old Capital Securities for
New Capital Securities pursuant to the Exchange
Offer may offer such New Capital Securities for
resale, resell such New Capital Securities and
otherwise transfer such New Capital Securities
without compliance with the registration and
prospectus delivery provisions of the Securities
Act, provided that such New Capital Securities are
acquired in the ordinary course of such holders'
business and such holders are not engaged in, and
do not intend to engage in, a distribution of such
New Capital Securities and have no arrangement or
understanding with any person to participate in the
distribution of such New Capital Securities.
However, the staff of the Commission has not
considered the Exchange Offer in the context of a
no-action letter, and there can be no assurance
that the staff of the Commission would make a
similar determination with respect to the Exchange
Offer. Each broker-dealer that receives New Capital
Securities for its own account in exchange for Old
Capital Securities, where such Old Capital
Securities were acquired by such broker-dealer as a
result of market-making activities or other trading
activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such
New Capital Securities. See "Plan of Distribution."
Exchange Agent............. The exchange agent with respect to the Exchange
Offer is The First National Bank of Chicago (the
"Exchange Agent"). The addresses, and telephone and
facsimile numbers of the Exchange Agent are set
forth in
5
<PAGE> 13
"The Exchange Offer -- Exchange Agent" and in the
Letter of Transmittal.
Use of Proceeds............ Neither UPC nor the Trust will receive any cash
proceeds from the issuance of the New Capital
Securities offered hereby. See "Use of Proceeds."
Certain Federal Income Tax
Consequences; ERISA
Considerations........... Holders of Old Capital Securities should review the
information set forth under "Certain Federal Income
Tax Consequences" and "ERISA Considerations" prior
to tendering Old Capital Securities in the Exchange
Offer.
THE CAPITAL SECURITIES
Securities Offered......... Up to $200,000,000 aggregate Liquidation Amount of
New Capital Securities which have been registered
under the Securities Act (Liquidation Amount $1,000
per Capital Security). The terms of the New Capital
Securities are identical in all material respects
to the terms of the Old Capital Securities, except
that the New Capital Securities have been
registered under the Securities Act and therefore
are not subject to certain restrictions on transfer
applicable to the Old Capital Securities, and
holders of New Capital Securities will not be
entitled to certain rights of holders of Old
Capital Securities under the Registration Rights
Agreement which will terminate upon the
consummation of this Exchange Offer. See "The
Exchange Offer -- Purpose of the Exchange Offer,"
"Description of the New Securities" and
"Description of the Old Securities." The New
Capital Securities will be issued and the Old
Capital Securities were issued under the
Declaration. The New Capital Securities and any Old
Capital Securities which remain outstanding after
consummation of the Exchange Offer will constitute
a single series of Capital Securities under the
Declaration and, accordingly, will vote together as
a single class for purposes of determining whether
holders of the requisite percentage in outstanding
Liquidation Amount thereof have taken certain
actions or exercised certain rights under the
Declaration. See "Description of the New
Securities -- Description of Capital
Securities -- General."
General.................... The Capital Securities represent undivided
beneficial interests in the Trust's assets, which
will consist solely of the Subordinated Debt
Securities. The Subordinated Debt Securities, in
which the proceeds of the Trust Securities are
invested, mature on December 15, 2026, unless the
Subordinated Debt Securities are redeemed by UPC
prior to such maturity as described under
"Description of the Capital
Securities -- Redemption" and "Description of the
Capital Securities -- Tax Event Redemption."
Distributions.............. The Distributions payable on the Capital Securities
will be fixed at a rate per annum of 8.20% of the
stated liquidation amount of $1,000 per Capital
Security, will be cumulative, will accrue from
December 12, 1996, the date of issuance of the Old
Capital Securities, and (subject to the extension
of distribution payment periods described below)
will be payable semiannually, in arrears, on June
15 and December 15 of each year, commencing June
15, 1997. See "Description of the Capital
Securities -- Distributions."
6
<PAGE> 14
Option to Extend Interest
Payment Period........... UPC has the right, at any time, subject to certain
conditions, to defer payments of interest on the
Subordinated Debt Securities for Extension Periods,
each not exceeding 10 consecutive semiannual
periods; provided, however, that no Extension
Period may extend beyond the maturity date of the
Subordinated Debt Securities. As a consequence of
UPC's extension of the interest payment period on
the Subordinated Debt Securities, Distributions on
the Capital Securities would likewise be deferred
(though such Distributions would continue to accrue
with interest thereon compounded semiannually (to
the extent permitted by law)), since interest would
continue to accrue, with interest thereon
compounded semiannually on the Subordinated Debt
Securities during any such Extension Period. In the
event UPC exercises its right to extend an interest
payment period, then during any Extension Period,
subject to certain exceptions, (i) UPC shall not
declare or pay any dividends on, make any
distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect
to, any of its capital stock or rights to acquire
such capital stock, or make any guarantee payments
with respect to the foregoing and (ii) UPC shall
not make any payment of interest on or principal of
(or premium, if any, on), or repay, repurchase or
redeem, any debt securities issued by UPC which
rank pari passu with or junior to the Subordinated
Debt Securities. Upon the termination of any
Extension Period and the payment of all amounts
then due, UPC may commence a new Extension Period,
subject to certain requirements. See "Description
of the Subordinated Debt Securities -- Option to
Extend Interest Payment Period." Should an
Extension Period occur with respect to the Capital
Securities, holders of Capital Securities will
continue to recognize interest income for United
States federal income tax purposes. As a result,
such holders will be required to include such
interest in gross income for United States federal
income tax purposes in advance of the receipt of
cash, and such holders will not receive the cash
from the Trust related to such income if such
holders dispose of Capital Securities prior to the
record date for payment of distributions. See
"United States Federal Income Taxation -- US
Holders -- Original Issue Discount."
Liquidation................ UPC, as the holder of all of the Common Securities,
has the right at any time to dissolve the Trust
(including but not limited to the occurrence of a
Tax Event), subject to certain conditions, with the
result that, after satisfaction of liabilities to
creditors of the Trust (to the extent not satisfied
by UPC), the Subordinated Debt Securities would be
distributed to the holders of the Trust Securities
in liquidation of the holders' interests in the
Trust on a pro rata basis in accordance with its
aggregate stated liquidation amount thereof, in
liquidation of the Trust. In addition, the Trust
will be liquidated under certain other
circumstances. See "Description of the Capital
Securities -- Liquidation Distribution upon
Dissolution."
Liquidation Amount......... In the event of the liquidation of the Trust, after
satisfaction of liabilities to creditors of the
Trust (to the extent not satisfied by UPC) holders
of Capital Securities issued by the Trust will be
entitled to receive $1,000 per Capital Security
plus an amount equal to accrued and unpaid
Distributions thereon to the date of payment,
unless the Subordinated Debt Securities are
distributed to holders of Trust Securities. See
"Description of the Capital
Securities -- Liquidation Distribution Upon
Dissolution."
7
<PAGE> 15
Maturity................... Upon the repayment of the Subordinated Debt
Securities at maturity, the proceeds from such
repayment will be applied by the Institutional
Trustee to redeem a like amount of Trust
Securities, upon the terms and conditions described
herein. See "Description of the Capital
Securities -- Redemption."
Optional Redemption........ UPC has the right to redeem the Subordinated Debt
Securities on or after December 15, 2006, in whole
at any time or in part from time to time, subject
to the conditions described in "Description of the
Subordinated Debt Securities -- Redemption," at the
Call Price described herein, together with accrued
and unpaid interest to the date of redemption.
Tax Event Redemption....... If at any time a Tax Event should occur and would
continue despite liquidation of the Trust and
distribution of the Subordinated Debt Securities to
the holders of the Trust Securities, UPC may,
within 90 days of the occurrence of such Tax Event,
redeem the Subordinated Debt Securities in whole or
in part at a redemption price equal to the
aggregate of the principal amounts to be redeemed
plus any accrued and unpaid interest to the
redemption date. Upon the redemption of the
Subordinated Debt Securities, the proceeds of such
redemption will be applied by the Institutional
Trustee to redeem a like amount of Trust Securities
at the applicable redemption price, upon the terms
and conditions described herein. See "Description
of the Capital Securities -- Tax Event Redemption."
Voting Rights.............. Generally, the holders of the Capital Securities
will not have any voting rights. See "Description
of the Capital Securities -- Voting Rights."
The Guarantee.............. The payment of Distributions out of moneys held by
the Trust, payments on liquidation of the Trust and
payment upon the redemption of Capital Securities
are guaranteed by UPC as described herein under
"Description of the Guarantee." The Guarantee
covers payments of Distributions and other payments
on the Capital Securities only if and to the extent
that the Trust has funds available therefor, which
funds will not be available except to the extent
that UPC has made payments of interest (or premium,
if any) or principal or other payments on the
Subordinated Debt Securities. The Guarantee, when
taken together with UPC's obligations under the
Subordinated Debt Securities and the Indenture,
including UPC's obligations to pay costs, expenses,
debts and other liabilities of the Trust (other
than with respect to the Trust Securities), provide
a full and unconditional guarantee on a
subordinated basis by UPC of amounts due on the
Capital Securities.
Ranking.................... The Common Securities rank pari passu, and payments
thereon will be made pro rata with the Capital
Securities, except that upon the occurrence and
during the continuance of a Declaration Event of
Default (as defined herein) under the Trust, the
rights of the holders of the Common Securities to
receive payment of periodic Distributions and
payments upon liquidation, redemption or otherwise
will be subordinated to the rights of the holders
of the Capital Securities. See "Description of the
Capital Securities -- General." The Subordinated
Debt Securities are unsecured and subordinate and
junior in right of payment to the extent and in the
manner set forth in the Indenture to all Senior
Indebtedness (as defined herein). See "Description
of the Subordinated Debt Securities." The Guarantee
constitutes an unsecured obligation of UPC and
ranks subordinate and junior in
8
<PAGE> 16
right of payment to the extent and in the manner
set forth in the Guarantee to all Senior
Indebtedness. See "Description of the Guarantee."
Rating..................... The New Capital Securities are expected to be rated
"BB+" by Standard & Poor's Rating Services and
"baa1" by Moody's Investors Services, Inc. A
security rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning
rating organization.
Use of Proceeds............ Neither UPC nor the Trust will receive any cash
proceeds from the issuance of the New Capital
Securities offered hereby. UPC's proceeds from the
sale of the Old Subordinated Debt Securities were
added to its general funds and may be used for
general corporate purposes including working
capital and acquisitions of other financial
institutions. See "Use of Proceeds."
Form of Capital
Securities................. The Old Capital Securities are, and the New Capital
Securities will be, represented by a global
certificate or certificates registered in the name
of Cede & Co., as nominee for The Depository Trust
Company ("DTC"). Beneficial interests in the
Capital Securities will be evidenced by, and
transfers thereof will be effected only through,
records maintained by the participants in DTC.
Except in limited circumstances described herein,
Capital Securities in certificated form will not be
issued in exchange for the global certificate or
certificates. See "Description of the Capital
Securities -- Book-Entry Only Issuance -- The
Depository Trust Company."
Transfer Restrictions...... Capital Securities may be transferred only in
blocks having a Liquidation Amount of not less than
$100,000 (100 Capital Securities). Any such
transfer of Capital Securities in a block having a
Liquidation Amount of less than $100,000 shall be
deemed to be null and void and of no legal effect
whatsoever. See "Description of the Capital
Securities -- Restrictions on Transfer."
Absence of Market for
the Capital Securities... The New Capital Securities will be a new issue of
securities for which there is currently no market.
There can be no assurance as to the development of
liquidity of any market for the Capital Securities.
Due to the fact that Capital Securities may be
transferred in blocks having a Liquidation Amount
of not less than $100,000 (100 Capital Securities),
it is highly unlikely that a retail market in
Capital Securities will ever develop.
Trading Price.............. The New Capital Securities are expected to trade at
a price per Capital Security plus accrued and
unpaid distributions, if any, to the date of
settlement.
For additional information with respect to the Capital Securities, see
"Description of the Capital Securities," "Description of the Subordinated Debt
Securities," "Description of the Guarantee," and "United States Federal Income
Taxation."
RISK FACTORS
Holders tendering Old Capital Securities in the Exchange Offer should
carefully consider the matters set forth under "Risk Factors."
9
<PAGE> 17
UNION PLANTERS CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial data and other
operating information for UPC for each of the five years in the period ended
December 31, 1996. The information has been derived from the audited
consolidated financial statements of UPC incorporated into this Prospectus by
reference to UPC's 1996 Annual Report on Form 10-K for the year ended December
31, 1996 and should be read in conjunction therewith and with the notes thereto.
Historical results are not necessarily indicative of results to be expected for
any future period for UPC. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
<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
tax............................................... -- -- -- 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
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)/average
earning 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/risk-weighted assets................. 15.29 13.39 12.75 14.07 11.70
Total capital/risk-weighted assets.................. 18.32 16.68 14.97 16.51 13.64
</TABLE>
10
<PAGE> 18
<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>
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>
- ---------------
(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, Old Capital 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.
11
<PAGE> 19
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the New Capital Securities
before deciding whether or not to accept the Exchange Offer.
RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND THE SUBORDINATED DEBT
SECURITIES
The obligations of UPC under both the Guarantee and the Subordinated Debt
Securities are subordinate and junior in right of payment to all present and
future Senior Indebtedness (as defined herein) of UPC. No payment of principal
of (including redemption payments, if any) or premium, if any, or interest on
the Subordinated Debt Securities may be made if (i) any Senior Indebtedness of
UPC is not paid when due and any applicable grace period with respect to such
default has ended with such default not having been cured or waived or ceasing
to exist or (ii) the maturity of any Senior Indebtedness of UPC has been
accelerated because of a default. As of December 31, 1996, UPC had approximately
$174.5 million of Senior Indebtedness outstanding. There are no terms in the
Capital Securities, the Subordinated Debt Securities or the Guarantee that limit
the ability of UPC or any of its subsidiaries to incur additional indebtedness,
including indebtedness that ranks senior to the Subordinated Debt Securities and
the Guarantee. See "Description of the Guarantee -- Status of the Guarantee" and
"Description of the Subordinated Debt Securities."
Because UPC is a bank holding company, the Subordinated Debt Securities and
the Guarantee are effectively subordinated to all existing and future
liabilities of UPC's subsidiaries, except to the extent that UPC is a creditor
of the subsidiaries recognized as such. There are also various legal limitations
on the extent to which UPC's Banking Subsidiaries may extend credit, pay
dividends or otherwise supply funds to UPC or various of its affiliates.
GUARANTEE COVERS DISTRIBUTIONS AND OTHER PAYMENTS ONLY TO THE EXTENT THE TRUST
HAS AVAILABLE FUNDS: RELATED REMEDIES
The terms of the Guarantee are those set forth in an indenture and those
made part of such Guarantee by the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), under which The First National Bank of Chicago currently
serves as trustee (the "Guarantee Trustee"). The Guarantee Trustee holds the
Guarantee for the benefit of the holders of the Capital Securities.
The Guarantee guarantees to the holders of the Capital Securities the
following payments, to the extent not paid by the Trust: (i) any accrued and
unpaid Distributions required to be paid on the Capital Securities, to the
extent the Trust has funds available therefor, (ii) the Redemption Price (as
defined herein), including all accrued and unpaid Distributions with respect to
Capital Securities called for redemption by the Trust, to the extent the Trust
has funds available therefor, and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the distribution of Subordinated Debt Securities to the holders of Capital
Securities upon a redemption of all the Capital Securities), the lesser of (a)
the aggregate of the liquidation amount and all accrued and unpaid Distributions
on the Capital Securities to the date of the payment, to the extent the Trust
has funds available therefor or (b) the amount of assets of the Trust remaining
available for distribution to holders of the Capital Securities in liquidation
of the Trust. The Guarantee is subordinated as described under "-- Ranking of
Subordinate Obligations under the Guarantee and the Subordinated Debt
Securities." The holders of a majority in liquidation amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee or to direct the
exercise of any trust or power conferred upon the Guarantee Trustee under the
Guarantee. A holder of record of the Capital Securities may institute a legal
proceeding directly against UPC to enforce the Guarantee Trustee's rights
without first instituting any legal proceeding against the Trust, the Guarantee
Trustee or any other person or entity. Notwithstanding the foregoing, any holder
of record of Capital Securities may, after such holder's written request to the
Guarantee Trustee to pursue such trustee's remedies under the Guarantee and any
failure by such trustee to do so, institute a legal proceeding directly against
UPC, without first instituting a legal proceeding against the Trust, the
Guarantee Trustee or any other person or entity, for enforcement of payment to
such holder of Distributions on the Capital Securities of such holder, on or
after the respective due dates specified in the Capital Securities. If UPC were
to default on its obligation to pay amounts payable on the Subordinated
12
<PAGE> 20
Debt Securities, the Trust would lack available funds for the payment of
Distributions or amounts payable on redemption of the Capital Securities, and,
in such event, holders of the Capital Securities would not be able to rely upon
the Guarantee for payment of such amounts. Instead, each holder of Capital
Securities would rely on the enforcement (i) by the Institutional Trustee (as
defined herein) of its rights as registered holder of the Subordinated Debt
Securities against UPC pursuant to the terms of the Subordinated Debt Securities
or (ii) by such holder of Capital Securities of its right against UPC to enforce
payments of principal (and premium, if any) and interest on Subordinated Debt
Securities having an aggregate principal amount equal to the aggregate
liquidation amount of Capital Securities of such holder. See "Description of the
Capital Securities," "Description of the Guarantee" and "Description of the
Subordinated Debt Securities." The Declaration provides that each holder of
Capital Securities, by acceptance thereof, agrees to the provisions of the
Guarantee, including the subordination provisions thereof, and the Indenture
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES
If a Declaration Event of Default (as defined herein) with respect to the
Trust occurs and is continuing, then the holders of Capital Securities issued by
the Trust would, except as provided below, rely on the enforcement by the
Institutional Trustee of its rights as holder of the Subordinated Debt
Securities issued to the Trust against UPC. The holders of a majority in
liquidation amount of the Capital Securities issued by the Trust will have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Institutional Trustee with respect to the Capital
Securities or to direct the exercise of any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee to exercise the remedies available to it as a holder of
the Subordinated Debt Securities. If the Institutional Trustee fails to enforce
its rights under the Subordinated Debt Securities after the holders of a
majority in liquidation amount of the Capital Securities have so directed the
Institutional Trustee, to the fullest extent permitted by law, a holder of
record of the Capital Securities may institute a legal proceeding directly
against UPC to enforce the rights of the Institutional Trustee under the
Subordinated Debt Securities, without first instituting any legal proceeding
against the Institutional Trustee or any other person.
Notwithstanding the foregoing, if a Declaration Event of Default with
respect to the Trust has occurred and is continuing and such event is
attributable to the failure of UPC to pay interest or principal (or premium, if
any) on the Subordinated Debt Securities on the respective dates such interest
or principal (or premium, if any) is due and payable (or in the case of
redemption, on the redemption date), then a holder of record of Capital
Securities may institute directly against UPC a proceeding for enforcement of
payment, on or after the respective due dates specified in the Subordinated Debt
Securities, to such holder directly of the principal of (or premium, if any) or
interest on Subordinated Debt Securities having an aggregate principal amount
equal to the aggregate liquidation amount of the Capital Securities of such
holder (a "Direct Action"). In connection with such Direct Action, UPC will be
subrogated to the rights of such holder of Capital Securities under the
Declaration to the extent of any payment made by UPC to such holder of Capital
Securities in such Direct Action; provided, however, that no such subrogation
right may be exercised so long as a Declaration Event of Default has occurred
and is continuing. The holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Subordinated
Debt Securities.
OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES
UPC has the right under the Indenture to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period at any
time, and from time to time, subject to certain conditions, for Extension
Periods, each up to 10 consecutive semiannual periods. During each such
Extension Period, semiannual Distributions on the Capital Securities would
likewise be deferred (but would continue to accrue, despite such deferral, with
interest thereon compounded semiannually to the fullest extent permitted by
law). In the event that UPC exercises this right to defer interest payments on
the Subordinated Debt Securities, then during any Extension Period (a) UPC shall
not declare or pay dividends on, or make a distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of its capital stock (other than (i) purchases or acquisitions of shares of any
such capital stock or rights to acquire such capital stock in connection with
the satisfaction by UPC of its obligations under any employee benefit plans,
(ii) as a result of a
13
<PAGE> 21
reclassification of UPC's capital stock or rights to acquire such capital stock
or the exchange or conversion of one class or series of UPC's capital stock or
rights to acquire such capital stock for another class or series of UPC's
capital stock or rights to acquire such capital stock, (iii) the purchase of
fractional interests in shares of UPC's capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged, (iv) dividends and distributions made on UPC's capital stock or
rights to acquire such capital stock with UPC's capital stock or rights to
acquire such capital stock or (v) any declaration of a dividend in connection
with the implementation of UPC's Shareholder Rights Plan, or the redemption or
repurchase of any rights pursuant thereto), or make guarantee payments with
respect to the foregoing and (b) UPC shall not make any payment of interest,
principal or premium if any, on or repay, repurchase or redeem any debt
securities issued by UPC that rank pari passu with or junior to the Subordinated
Debt Securities. Prior to the termination of any such Extension Period, UPC may
further extend the interest payment period; provided, however, that each such
Extension Period, together with all such previous and further extensions
thereof, may not exceed 10 consecutive semiannual periods or extend beyond the
maturity of the Subordinated Debt Securities. Upon the termination of any
Extension Period and the payment of all amounts then due, UPC may commence a new
Extension Period, subject to the terms set forth herein. See "Description of the
Capital Securities" and "Description of the Subordinated Debt Securities."
During each Extension Period, if any, each holder of Capital Securities
will continue to accrue income (as original issue discount ("OID")) in respect
of the deferred interest (see "United States Federal Income Taxation") allocable
to its Capital Securities for United States federal income tax purposes, which
will be allocated but not distributed. In such event, each holder of Capital
Securities will recognize income for United States federal income tax purposes
in advance of the receipt of cash, and will not receive cash related to such
income from the Trust if such holder disposes of its Capital Securities prior to
the record date for payment of such deferred interest. See "United States
Federal Income Taxation."
UPC has no current intention of exercising its right to defer payments of
interest on the Subordinated Debt Securities. However, should UPC determine to
exercise such right in the future, the market price of the Capital Securities is
likely to be affected. A holder that disposes of its Capital Securities during
an Extension Period, therefore, might not receive the same return on its
investment as a holder that continues to hold its Capital Securities. In
addition, as a result of the existence of UPC's right to defer interest
payments, the market price of the Capital Securities (which represent undivided
beneficial interests in the Subordinated Debt Securities) may be more volatile
than other securities on which OID accrues that do not have such rights.
PROPOSED TAX LEGISLATION
On February 6, 1997, President Clinton proposed certain tax law changes
that would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations (the "Proposed Legislation") if
such debt obligations have a maximum term in excess of 15 years and are not
shown as indebtedness on the issuer's applicable consolidated balance sheet. As
currently drafted, the Proposed Legislation would be effective generally for
instruments issued on or after the date of first Congressional committee action.
Under current law, UPC will be able to deduct interest on the Subordinated Debt
Securities and, based upon the effective date of the Proposed Legislation as it
is currently drafted, it is expected that if the Proposed legislation were
enacted, such legislation would not apply retroactively to the Subordinated Debt
Securities. However, if the Proposed Legislation is enacted with retroactive
effect with respect to the Subordinated Debt Securities, UPC would not be
entitled to an interest deduction with respect to the Subordinated Debt
Securities. There can be no assurance, however, that the Proposed Legislation,
if enacted, will not apply retroactively to the Subordinated Debt Securities or
that other legislation enacted after the date hereof will not otherwise
adversely affect the ability of UPC to deduct the interest payable on the
Subordinated Debt Securities. Accordingly, there can be no assurance that a Tax
Event will not occur which would permit UPC to cause a redemption of the Capital
Securities. See "-- Redemption; Distribution" and "Description of the
Subordinated Debt Securities -- Proposed Tax Legislation."
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<PAGE> 22
EXCHANGE OF CAPITAL SECURITIES FOR SUBORDINATED DEBT SECURITIES; TAX EVENT
REDEMPTION
UPC, as the holder of all the outstanding Common Securities of the Trust,
has the right at any time to dissolve the Trust (including but not limited to
the occurrence of a Tax Event) and, after satisfaction of liabilities to
creditors of the Trust (to the extent not satisfied by UPC), cause the
Subordinated Debt Securities to be distributed to the holders of the Trust
Securities on a pro rata basis in accordance with the aggregate stated
liquidation amount thereof, in liquidation of the Trust. See "Description of the
Capital Securities -- Liquidation Distribution Upon Dissolution." Upon the
occurrence of a Tax Event, in certain circumstances described herein, UPC will
have the right to redeem the Subordinated Debt Securities, in whole or in part,
in which event the Trust will redeem the Trust Securities on a pro rata basis to
the same extent as such Subordinated Debt Securities are redeemed by UPC. See
"Description of the Capital Securities -- Tax Event Redemption." The exercise of
such rights is subject to UPC having received prior approval to do so from the
Federal Reserve if then required under applicable guidelines or policies of the
Federal Reserve.
Under current United States federal income tax law, a distribution of
Subordinated Debt Securities upon the dissolution of the Trust would not be a
taxable event to holders of the Capital Securities. Upon the occurrence of a Tax
Event, however, a dissolution of the Trust in which holders of the Capital
Securities receive cash would be a taxable event to such holders. See "United
States Federal Income Taxation -- US Holders -- Receipt of Subordinated Debt
Securities or Cash upon Liquidation of Trust."
There can be no assurance as to the market prices for the Capital
Securities or the Subordinated Debt Securities that may be distributed in
exchange for Capital Securities if a dissolution or liquidation of the Trust
were to occur. Accordingly, the Capital Securities that an investor may purchase
in the secondary market or otherwise, or the Subordinated Debt Securities that a
holder of Capital Securities may receive on dissolution and liquidation of the
Trust, may trade at a discount to the price paid to purchase the Capital
Securities. Because the ability of the Trust to pay amounts due on the Capital
Securities is wholly dependent upon UPC's making payments on the Subordinated
Debt Securities as and when required, and because holders of Capital Securities
may receive Subordinated Debt Securities upon liquidation of the Trust,
prospective purchasers of Capital Securities are also making an investment
decision with regard to the Subordinated Debt Securities and should carefully
review all the information regarding the Subordinated Debt Securities contained
herein or incorporated herein by reference, and evaluate the credit risk of UPC.
See "Description of the Capital Securities" and "Description of the Subordinated
Debt Securities."
CONSEQUENCES OF HIGHLY LEVERAGED TRANSACTION
The Indenture does not contain any provisions that afford holders of the
Subordinated Debt Securities protection in the event of a highly leveraged
transaction, including a change of control or other similar transactions
involving UPC that may adversely affect such holders. See "Description of the
Subordinated Debt Securities."
LIMITED VOTING RIGHTS
Holders of Capital Securities will have limited voting rights and will not
be entitled to vote to appoint, remove or replace any Union Planters Trustee (as
defined herein), or to increase or decrease the number of Union Planters
Trustees. Such voting rights with respect to the Union Planters Trustees are
vested exclusively in the holder of the Common Securities, which will be UPC.
See "Description of the Capital Securities."
TRADING PRICE
The Capital Securities are expected to trade at a price per Capital
Security plus accrued and unpaid Distributions, if any to the date of
settlement. Because the Capital Securities pay Distributions at a fixed rate
based upon the fixed interest rate payable on the Subordinated Debt Securities,
the trading price of the Capital Securities may decline if interest rates rise.
15
<PAGE> 23
CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES
The Old Capital Securities have not been registered under the Securities
Act or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements of
the Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom, or in a transaction not subject thereto, and in each case
in compliance with certain other conditions and restrictions. Old Capital
Securities which remain outstanding after consummation of the Exchange Offer
will continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Old Capital
Securities which remain outstanding will not be entitled to any rights to have
such Old Capital Securities registered under the Securities Act or to any
similar rights under the Registration Rights Agreement. UPC and the Trust do not
intend to register under the Securities Act any Old Capital Securities which
remain outstanding after consummation of the Exchange Offer.
To the extent that Old Capital Securities are tendered and accepted in the
Exchange Offer, any trading market for Old Capital Securities which remain
outstanding after the Exchange Offer could be adversely affected.
The New Capital Securities and any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer will constitute a single
series of Capital Securities under the Declaration and, accordingly, will vote
together as a single class for purposes of determining whether holders of the
requisite percentage in outstanding Liquidation Amount thereof have taken
certain actions or exercised certain rights under the Declaration.
The Old Capital Securities provide that, if the Exchange Offer is not
consummated within 180 days of the original issuance of the Old Capital
Securities, the Distribution rate borne by the Old Capital Securities will
increase by 0.25% per annum commencing on the 181st day after the original
issuance of the Old Capital Securities, until the Exchange Offer is consummated.
Following consummation of the Exchange Offer, the Old Capital Securities will
not be entitled to any increase in the Distribution rate thereon. The New
Capital Securities will not be entitled to any such increase rate thereon.
ABSENCE OF PUBLIC MARKET
The Old Capital Securities were issued to, and UPC believes are currently
owned by, a relatively small number of beneficial owners. The Old Capital
Securities have not been registered under the Securities Act and will continue
to be subject to restrictions on transferability to the extent that they are not
exchanged for the New Capital Securities. Although the New Capital Securities
will generally be permitted to be resold or otherwise transferred by the holders
(who are not affiliates of UPC or the Trust) without compliance with the
registration requirements under the Securities Act, they will constitute a new
issue of securities with no established trading market. Capital Securities may
be transferred by the holders thereof only in blocks having a Liquidation Amount
of not less than $100,000 (100 Capital Securities). Accordingly, no assurance
can be given that an active public or other market will develop for the New
Capital Securities or the Old Capital Securities. If an active public market
does not develop, the market price and liquidity of the New Capital Securities
may be adversely affected.
If a public trading market develops for the New Capital Securities, future
trading prices of such securities will depend on many factors, including, among
other things, prevailing interest rates, results of operations and the market
for similar securities. Depending on prevailing interest rates, the market for
similar securities and other factors, including the financial condition of UPC,
the New Capital Securities may trade at a discount. UPC and the Trust intend to
apply for listing of the Capital Securities issued in the Exchange Offer as debt
securities on a securities exchange or for quotation through the National
Association of Securities Dealers Automated Quotation System. If the
Subordinated Debt Securities are distributed to the holders of the Capital
Securities, and the Capital Securities are then listed on such exchange or for
such quotation, UPC will use its best efforts to have the Subordinated Debt
Securities listed on such exchange or for such quotation as the Capital
Securities are then listed.
Notwithstanding the registration of the New Capital Securities in the
Exchange Offer, holders who are "affiliates" (as defined under Rule 405 of the
Securities Act) of UPC or the Trust may publicly offer for sale or
16
<PAGE> 24
resell the New Capital Securities only in compliance with the provisions of Rule
144 under the Securities Act or any other available exemptions under the
Securities Act.
Each broker-dealer that receives New Capital Securities for its own account
in exchange for Old Capital Securities, where such Old Capital Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Capital Securities. See "Plan of
Distribution."
EXCHANGE OFFER PROCEDURES
Issuance of the New Capital Securities in exchange for Old Capital
Securities pursuant to the Exchange Offer will be made only after a timely
receipt by the Exchange Agent of such Old Capital Securities, a properly
completed and duly executed Letter of Transmittal and all other required
documents. Therefore, holders of the Old Capital Securities desiring to tender
such Old Capital Securities in exchange for New Capital Securities should allow
sufficient time to ensure timely delivery. Neither UPC, the Trust nor the
Exchange Agent is under any duty to give notification of defects or
irregularities with respect to the tenders of Old Capital Securities for
exchange.
17
<PAGE> 25
CAPITALIZATION
The following table sets forth the consolidated capitalization of UPC and
its subsidiaries as of December 31, 1996. The following data should be read in
conjunction with the consolidated financial statements and notes thereto of UPC
and its subsidiaries incorporated herein by reference. See "Incorporation of
Certain Documents by Reference." The issuance of the New Capital Securities in
the Exchange Offer will have no effect on the capitalization of UPC.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
ACTUAL
----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Parent Company Long-Term Debt
6.25% Subordinated Notes due 2003......................... $ 74,644
6 3/4% Subordinated Notes due 2005........................ 99,477
Other..................................................... 400
----------
Total Parent Company Long-Term Debt............... 174,521
Subsidiary Banks' Long-Term Debt
Federal Home Loan Bank advances........................... 889,985
Medium-Term Notes......................................... 135,000
Other..................................................... 10,272
----------
Total Subsidiary Banks' Long-Term Debt............ 1,035,257
----------
Corporation-Obligated Mandatorily Redeemable Capital
Pass-through
Securities of Subsidiary Trust holding solely a
Corporation-Guaranteed Related Subordinated Note.......... 198,938
----------
Total Long-Term Debt.............................. 1,408,716
----------
Shareholders' Equity
Series E, 8% Cumulative, Convertible Preferred Stock
(3,352,347 shares issued and outstanding)(2)........... 83,809
Common Stock, $5 par value; 100,000,000 shares authorized;
64,927,320 shares issued............................... 324,637
Additional paid-in capital................................ 177,372
Retained earnings......................................... 752,963
Unearned compensation..................................... (10,499)
Unrealized gain on available for sale securities, net of
taxes.................................................. 24,592
----------
Total shareholders' equity........................ 1,352,874
----------
Total long-term debt and shareholders' equity..... $2,761,590
==========
Capital Ratios
Equity/Assets............................................. 8.89%
Leverage.................................................. 9.61
Tier 1 risk-based capital................................. 15.29
Total risk-based capital.................................. 18.32
</TABLE>
- ---------------
(1) The Corporation-Obligated Mandatorily Redeemable Capital Pass-through
Securities of Subsidiary Trust holding solely a Corporation-Guaranteed
Related Subordinated Note reflects the Capital Securities. As described
herein, the sole asset of the Trust is $206,186,000 of the 8.20% Junior
Subordinated Deferrable Interest Debentures due 2026 of UPC, which will
mature on December 15, 2026. UPC owns all of the Common Securities of the
Trust. It is anticipated that the Trust will not be subject to the reporting
requirements under the Securities Exchange Act of 1934.
(2) The Series E Preferred Stock has a stated liquidation value of $25 per share
plus all dividends accrued and unpaid to the date of liquidation, and may be
redeemed by UPC with the prior approval of the Federal Reserve Board after
March 31, 1997, at $25 per share plus all dividends accrued and unpaid to
the date fixed for the redemption. Each share is convertible at the option
of the holder into 1.25 shares (4,190,434 shares at December 31, 1996) of
UPC Common Stock prior to redemption.
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<PAGE> 26
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
UPC for the respective periods indicated.
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding interest on deposits.......................... 2.39X 3.24X 2.54X 3.77X 3.27X
Including interest on deposits.......................... 1.33X 1.46X 1.33X 1.37X 1.27X
</TABLE>
For purposes of computing these ratios, earnings represent income before
income taxes and cumulative effect of changes in accounting principles and fixed
charges (excluding capitalized interest). Fixed charges, excluding interest on
deposits, include interest (other than on deposits but including capitalized
interest) and the portion deemed representative of the interest factor of rents.
Fixed charges, including interest on deposits, include all interest (including
capitalized interest) and the portion deemed representative of the interest
factor of rents.
ACCOUNTING AND REGULATORY TREATMENT
The financial statements of the Trust will be consolidated into UPC's
consolidated financial statements, with the Capital Securities being included in
long-term debt on the consolidated balance sheet and shown as a separate line
item in the long-term debt footnote as "Corporation-Obligated Mandatorily
Redeemable Capital Pass-Through Securities of Subsidiary Trust holding Solely a
Corporation Guaranteed Related Subordinated Note." Distributions with respect to
the Capital Securities will be classified as interest expense on long-term debt
in UPC's consolidated statement of earnings. The sole asset of the Trust is, and
will continue to be, the Subordinated Debt Securities issued by UPC to the
Trust. UPC has included and agrees that future reports of UPC filed under
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") will: (a)
present the Capital Securities issued by the Trust in the consolidated balance
sheet of UPC as long-term debt with disclosure in the footnotes under a line
item entitled "Corporation-Obligated Mandatorily Redeemable Capital Pass-Through
Securities of Subsidiary Trust holding Solely a Corporation Guaranteed Related
Subordinated Note"; (b) include in a footnote to the financial statements of UPC
disclosure that the sole assets of the Trust are the Subordinated Debt
Securities (stating the principal amount, interest rate and maturity date); and
(c) include in an audited footnote to the financial statements of UPC disclosure
that (i) the Trust is wholly-owned by UPC; (ii) the sole assets of the Trust are
the Subordinated Debt Securities (stating the principal amount, interest rate
and maturity date); and (iii) the Capital Securities Guarantee relating to the
Capital Securities of the Trust, when taken together with UPC's obligations
under the Subordinated Debt Securities, the Indenture and the Declaration will
provide a full and unconditional guarantee by UPC, on a subordinated basis, of
payments due on such Capital Securities.
Furthermore, in accordance with SEC Staff Accounting Bulletin No. 53, the
Trust is not required to disclose separate financial statements because it is
wholly-owned, has no independent operations, and has issued securities that
contain a full and unconditional guarantee of its parent, UPC.
UPC, for bank regulatory accounting and reporting purposes, will report the
Capital Securities in UPC's regulatory financial statements as a minority
interest in a consolidated subsidiary, and will classify the Distributions paid
on the Capital Securities as income/expense of minority interest of a
consolidated subsidiary. Additionally, UPC, based on guidance received from
applicable regulatory agencies, will include the carrying value of the Capital
Securities in UPC's computations of Tier 1 regulatory capital.
USE OF PROCEEDS
Neither UPC nor the Trust will receive any cash proceeds from the issuance
of the New Capital Securities offered hereby. In consideration for issuing the
New Capital Securities in exchange for Old Capital Securities as described in
this Prospectus, the Trust will receive Old Capital Securities in like
Liquidation Amount. The Old Capital Securities surrendered in exchange for the
New Capital Securities will be retired and cancelled.
The net proceeds to the Trust from the offering of the Old Capital
Securities was approximately $199 million (before deducting expenses associated
with the offering). All of the proceeds from the sale of the Old
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<PAGE> 27
Capital Securities were invested by the Trust in the Old Junior Subordinated
Debt Securities. UPC's net proceeds from the sale of the Old Junior Subordinated
Debt Securities to the Trust was added to its general corporate funds and were
and may be used for general corporate purposes, including, but not limited to,
working capital, capital expenditures, investments in or loans to subsidiaries,
acquisitions of other financial institutions and entities engaged in activities
permissible for banks or bank holding companies, refinancing of debt, including
outstanding commercial paper and other short-term indebtedness, and satisfaction
of other obligations of UPC and its subsidiaries. Pending such application by
UPC, such net proceeds may be temporarily invested in short-term
interest-bearing securities.
THE TRUST
The Trust is a statutory business trust created under Delaware law pursuant
to (i) a separate declaration of trust, (the "Original Declaration") executed by
UPC, as sponsor for the Trust (the "Sponsor"), and the Union Planters Trustees
(as defined herein) for the Trust and (ii) the filing of a certificate of trust
for the Trust with the Delaware Secretary of State on December 4, 1996. The
Original Declaration was amended and restated in its entirety pursuant to an
Amended and Restated Declaration of Trust dated as of December 12, 1996 (the
"Declaration") executed by the Sponsor and the Union Planters Trustees (as
defined below). The Declaration has been qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). The Trust exists for the
exclusive purposes of (i) issuing the Trust Securities representing undivided
beneficial interests in the assets of the Trust, (ii) investing the gross
proceeds of such Trust Securities in the Subordinated Debt Securities, and (iii)
engaging in only those other activities necessary or incidental thereof. All of
the Common Securities of the Trust are and will be directly or indirectly owned
by UPC. The Common Securities rank pari passu, and payments will be made thereon
pro rata, with the Capital Securities except that upon an event of default under
the Declaration in respect of the Trust, the rights of the holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Capital Securities. UPC acquired Common Securities in an aggregate
liquidation amount equal to 3% of the total capital of the Trust. The Trust has
a term of approximately 55 years, but may earlier terminate as provided in the
Declaration.
The Trust's business and affairs are conducted by the trustees (the "Union
Planters Trustee") appointed by UPC, as the holder of all of the Common
Securities. The holder of the Common Securities is entitled to appoint, remove
or replace any of, or increase or reduce the number of, the Union Planters
Trustees. The duties and obligations of the Union Planters Trustees are governed
by the Declaration. A majority of the Union Planters Trustees (the "Regular
Trustees") are employees or officers of, or otherwise affiliated with, UPC. One
Union Planters Trustee must be a financial institution that is unaffiliated with
UPC and which is eligible and act as property trustee and as indenture trustee
pursuant to the terms set forth herein (the "Institutional Trustee").
Pursuant to the Declaration, the number of Union Planters Trustees is five.
Three of the trustees are Regular Trustees. The fourth trustee is the
Institutional Trustee. The First National Bank of Chicago, a national banking
association, is the Institutional Trustee until removed or replaced by the
holder of the Common Securities. The First National Bank of Chicago also serves
as trustee under the Guarantee. The fifth trustee is required to be an entity
that maintains its principal place of business in the State of Delaware (the
"Delaware Trustee"). First Chicago Delaware Inc., an affiliate of the
Institutional Trustee, is the Delaware Trustee. See "Description of the Capital
Securities -- Voting Rights" herein. The Institutional Trustee holds title to
the Subordinated Debt Securities for the benefit of the holders of the Trust
Securities, and the Institutional Trustee has the power to exercise all rights,
powers and privileges under the Indenture as the holder of the Subordinated Debt
Securities. In addition, the Institutional Trustee maintains exclusive control
of a separate, segregated, non-interest bearing trust account (the "Property
Account") to hold all payments made in respect of the Subordinated Debt
Securities for the benefit of the holders of the Trust Securities. The
Institutional Trustee will make payments of Distributions and payments on
liquidation, redemption and otherwise to the holders of record of the Trust
Securities issued by the Trust out of funds from the Property Account. UPC, as
holder of all the Common Securities of the Trust, has the right, subject to the
Trust Indenture Act with respect to the Institutional Trustee and Delaware law
with respect to the Delaware Trustee, to appoint, remove or replace any Union
Planters Trustee and to increase or decrease the number of Union Planters
Trustees. UPC will pay all fees and expenses related to the Trust and the
offering and sale of the Trust Securities. See "Description of the Subordinated
Debt Securities -- Miscellane-
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ous." The rights of the holders of the Capital Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration with respect to the Trust, the Delaware Business Trust Act, as
amended (the "Trust Act"), and the Trust Indenture Act. See "Description of the
Capital Securities." The principal place of business of the Trust is c/o Union
Planters Corporation, 7130 Goodlett Farms Parkway, Memphis, Tennessee 38018,
Attention: Secretary.
UNION PLANTERS CORPORATION
UPC is a multi-state bank holding company headquartered in Memphis,
Tennessee, whose primary business is banking. At 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's the largest independent bank holding company
headquartered in Tennessee and is one of the fifty largest bank holding
companies headquartered in the United States, as measured by total consolidated
assets.
UPC conducts its business activities through its principal bank subsidiary,
the $6.0-billion-asset Union Planters National Bank ("UPNB"), founded in 1869
and headquartered in Memphis, Tennessee, and through 36 other bank subsidiaries
in Tennessee, Mississippi, Missouri, Arkansas, Louisiana, Alabama and Kentucky
(collectively, the "Banking Subsidiaries"). Through its 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; mortgage origination and 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 the Government
National Mortgage Association ("GNMA") and other parties; full service and
discount brokerage services; and the sale of annuities and certain bank-eligible
insurance products.
Through its Banking Subsidiaries, UPC operates approximately 438 banking
offices and 544 ATMs. UPC's assets at December 31, 1996 are allocable by state
to its banking offices 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 the philosophy of UPC's management on that
subject, see the caption "Acquisitions" (on page 6) and Note 2 to UPC's audited
consolidated financial statements for the years ended December 31, 1996, 1995
and 1994 (on pages 45 and 46) contained in UPC's Annual Report to Shareholders
("UPC's Annual Report") 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 in said Form 10-K.
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 and entities engaged in businesses
permissible for bank holding companies and banks. 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. For a discussion of the impact of
acquisition related charges on UPC's earnings over the past few years, see the
caption "Noninterest Expense" (on page 11) and Table 1; Summary of Consolidated
Results (on page 23) of UPC's Annual Report.
UPC is a legal entity separate and distinct from UPNB and UPC's other
Banking Subsidiaries and affiliates. Because UPC is a holding company, its
rights and the rights of its creditors and shareholders, including the
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<PAGE> 29
holders of its Subordinated Debt Securities and the Guarantee, to participate in
the assets of any subsidiary upon its liquidation or recapitalization will be
subject to the prior claims of such subsidiary's creditors, except to the extent
that UPC may itself be a creditor having recognized claims against such
subsidiary, in which case it will share in such subsidiary's assets along with
other creditors.
There are various legal and regulatory limitations on the extent to which
UPC's Banking Subsidiaries may extend credit, pay dividends or otherwise supply
funds to UPC or any of its other subsidiaries. The approval of the Office of the
Comptroller of the Currency is required if total dividends declared by a
national bank in any calendar year should exceed net profits for that year
combined with its retained net profits for the preceding two years. Moreover,
banks may not pay dividends in excess of their undivided profits. In determining
whether and to what extent to pay dividends, each Banking Subsidiary must also
consider the effect of dividend payments on applicable risk-based capital and
leverage requirements as well as policy statements of the federal regulatory
agencies to the effect that, generally, banking organizations should pay
dividends out of current operating earnings. In addition there are numerous
governmental requirements and regulations which affect the activities of UPC and
its bank and non-bank subsidiaries. See the discussion in Part I, Item 1 of
UPC's Form 10-K for the year ended December 31, 1996 under the caption "Certain
Regulatory Considerations" and see also Note 12 to UPC's audited consolidated
financial statements for the years ended December 31, 1996, 1995 and 1994 (on
pages 56 and 57) contained in UPC's Annual Report.
UPC's corporate office is located at 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, and its telephone number is (901) 580-6000. Additional
information concerning UPC is included in the documents incorporated by
reference into this Prospectus. See "Available Information" and "Incorporation
of Certain Documents by Reference."
THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
In connection with the sale of the Old Capital Securities, UPC and the
Trust entered into the Registration Rights Agreements with the Initial
Purchasers, pursuant to which UPC and the Trust agreed, among other things and
subject to certain conditions, to file and to use their reasonable efforts to
cause to become effective with the Commission a registration statement with
respect to the exchange of the Old Capital Securities for capital securities
with terms identical in all material respects to the terms of the Old Capital
Securities. A copy of the Registration Rights Agreement has been filed as an
Exhibit to the Registration Statement of which this Prospectus is a part.
This Exchange Offer is being made to satisfy the contractual obligations of
UPC and the Trust under the Registration Rights Agreement. The form and terms of
the New Capital Securities are the same as the form and terms of the Old Capital
Securities except that the New Capital Securities have been registered under the
Securities Act and therefore will not be subject to certain restrictions on
transfer applicable to the Old Capital Securities, and holders of New Capital
Securities will not be entitled to certain rights of holders of Old Capital
Securities under the Registration Rights Agreement which will terminate upon the
consummation of this Exchange Offer. In that regard, the Old Capital Securities
provide, among other things, that UPC and the Trust must file a registration
statement with the Commission by May 11, 1997 to register the New Capital
Securities to be exchanged for the Old Capital Securities; to use their best
efforts to cause such registration statement to be declared effective by June
10, 1997; and to consummate the Exchange Offer by July 10, 1997. Subject to
certain exceptions, should UPC fail to file the registration statement, cause it
to be declared effective or consummate the exchange offer within such time
periods, in each instance the distribution rate on the Old Capital Securities
would increase by 0.25% per annum beginning the next day after such missed date
and ending on the date the particular event occurred; provided, however, the
aggregate amount of these special payments could not exceed 0.50% per annum of
the Liquidation Amount of the Capital Securities. However, upon consummation of
the Exchange Offer, holders of Old Capital Securities will not be entitled to
any increase in the Distribution rate thereon or any further registration rights
under the Registration Rights Agreement, except under limited circumstances, and
the
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New Capital Securities, as noted earlier, will not have these rights. See "Risk
Factors -- Consequences of a Failure to Exchange Old Capital Securities" and
"Description of the Old Securities."
The Exchange Offer is not being made to, nor will UPC or the Trust accept
tenders for exchange from, holders of Old Capital Securities in any jurisdiction
in which the Exchange Offer or the acceptance thereof would not be in compliance
with the securities or blue sky laws of such jurisdiction.
Unless the context requires otherwise, the term "holder" with respect to
the Exchange Offer means any person in whose name the Old Capital Securities are
registered on the books of the Trust or any other person who has obtained a
properly completed bond power from the registered holder, or any person whose
Old Capital Securities are held of record by DTC who desires to deliver such Old
Capital Securities by book-entry transfer at DTC pursuant to DTC's ATOP
procedures.
Pursuant to the Exchange Offer, UPC will exchange as soon as practicable
after the date hereof, the Old Guarantee for the New Guarantee and all of the
Old Junior Subordinated Debt Securities, of which $206,186,000 aggregate
principal amount is outstanding, for like aggregate principal of the New Junior
Subordinated Debt Securities. The New Guarantee and New Junior Subordinated Debt
Securities have been registered under the Securities Act.
TERMS OF THE EXCHANGE
UPC and the Trust hereby offer, upon the terms and subject to the
conditions set forth in this Prospectus and in the accompanying Letter of
Transmittal, to exchange up to $200,000,000 aggregate Liquidation Amount of New
Capital Securities for a like aggregate Liquidation Amount of Old Capital
Securities properly tendered on or prior to the Expiration Date (as defined
below) and not properly withdrawn in accordance with the procedures described
below. The Trust will issue, promptly after the Expiration Date, an aggregate
Liquidation Amount of up to $200,000,000 of New Capital Securities in exchange
for a like principal amount of outstanding Old Capital Securities tendered and
accepted in connection with the Exchange Offer. Holders may tender their Old
Capital Securities in whole or in part in a Liquidation Amount of not less than
$100,000 or any integral multiple of $1,000 in excess thereof.
The Exchange Offer is not conditioned upon any minimum Liquidation Amount
of Old Capital Securities being tendered. As of the date of this Prospectus
$200,000,000 aggregate Liquidation Amount of the Old Capital Securities is
outstanding.
Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer. Old Capital Securities which are
not tendered or which are tendered but not accepted in connection with the
Exchange Offer will remain outstanding and will continue to be entitled to the
benefits of the Declaration, but will not be entitled to any further
registration rights under the Registration Rights Agreement, except under
limited circumstances. See "Risk Factors -- Consequences of a Failure to
Exchange Old Capital Securities" and "Description of the Old Securities."
If any tendered Old Capital Securities are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set forth
herein or otherwise, certificates for any such unaccepted Old Capital Securities
will be returned, without expense, to the tendering holder thereof promptly
after the Expiration Date.
Holders who tender Old Capital Securities in connection with the Exchange
Offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the Letter of Transmittal, transfer taxes with respect to
the exchange of Old Capital Securities in connection with the Exchange Offer.
UPC will pay all charges and expenses, other than certain applicable taxes
described below, in connection with the Exchange Offer. See "-- Fees and
Expenses."
NEITHER THE BOARD OF DIRECTORS OF UPC NOR THE TRUSTEES OF THE TRUST MAKES
ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL SECURITIES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD CAPITAL SECURITIES
PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE
ANY SUCH RECOMMENDATION. HOLDERS OF OLD CAPITAL SECURITIES MUST
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MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF
SO, THE AGGREGATE AMOUNT OF OLD CAPITAL SECURITIES TO TENDER AFTER READING THIS
PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF
ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" means 5:00 p.m., New York City time, on
Thursday, May 15, 1997 unless the Exchange Offer is extended by UPC and the
Trust (in which case the term "Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended).
UPC and the Trust expressly reserve the right in their sole and absolute
discretion, subject to applicable law, at any time and from time to time, (i) to
delay the acceptance of the Old Capital Securities for exchange, (ii) to
terminate the Exchange Offer (whether or not any Old Capital Securities have
theretofore been accepted for exchange) if UPC and the Trust determine, in their
sole and absolute discretion, that any of the events or conditions referred to
under "-- Conditions to the Exchange Offer" have occurred or exist or have not
been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and
retain all Old Capital Securities tendered pursuant to the Exchange Offer,
subject, however, to the right of holders of Old Capital Securities to withdraw
their tendered Old Capital Securities as described under "-- Withdrawal Rights,"
and (iv) to waive any condition or otherwise amend the terms of the Exchange
Offer in any respect. If the Exchange Offer is amended in a manner determined by
UPC and the Trust to constitute a material change, or if UPC and the Trust waive
a material condition of the Exchange Offer, UPC or the Trust will promptly
disclose such amendment by means of a prospectus supplement that will be
distributed to the registered holders of the Old Capital Securities, and UPC and
the Trust will extend the Exchange Offer to the extent required by Rule 14e-1
under the Exchange Act.
Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent (any
such oral notice to be promptly confirmed in writing) and by making a public
announcement thereof, and such announcement in the case of an extension will be
made no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date. Without limiting the manner in which
UPC or the Trust may choose to make any public announcement and subject to
applicable law, neither UPC nor the Trust shall have any obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a release to an appropriate news agency.
ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW CAPITAL SECURITIES
Upon the terms and subject to the conditions of the Exchange Offer, UPC and
the Trust will exchange, and will issue to the Exchange Agent, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
(pursuant to the withdrawal rights described under "-- Withdrawal Rights")
promptly after the Expiration Date.
In all cases, delivery of New Capital Securities in exchange for Old
Capital Securities tendered and accepted for exchange pursuant to the Exchange
Offer will be made only after timely receipt by the Exchange Agent of (i) Old
Capital Securities or a book-entry confirmation of a book-entry transfer of Old
Capital Securities into the Exchange Agent's account at DTC, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and (iii) any other documents required by the
Letter of Transmittal.
The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Capital Securities into the Exchange Agent's account
at DTC established for purposes of this Exchange Offer. Such "book-entry
confirmation" being evidenced by an Agent's Message (as defined herein) to the
Exchange Agent for its acceptance.
Subject to the terms and conditions of the Exchange Offer, UPC and the
Trust will be deemed to have accepted for exchange, and thereby exchanged, Old
Capital Securities validly tendered and not withdrawn as, if and when UPC or the
Trust gives oral or written notice to the Exchange Agent of UPC's and the
Trust's acceptance of such Old Capital Securities for exchange pursuant to the
Exchange Offer. The Exchange Agent will
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act as agent for UPC and the Trust for the purpose of receiving tenders of Old
Capital Securities, Agent's Messages, Letters of Transmittal and related
documents, and as agent for tendering holders for the purpose of receiving Old
Capital Securities, Agent's Messages, Letters of Transmittal and related
documents and transmitting New Capital Securities to validly tendering holders.
Such exchange will be made promptly after the Expiration Date. If for any reason
whatsoever, acceptance for exchange or the exchange of any Old Capital
Securities tendered pursuant to the Exchange Offer is delayed (whether before or
after UPC's and the Trust's acceptance for exchange of Old Capital Securities)
or if UPC or the Trust extends the Exchange Offer or is unable to accept for
exchange or exchange Old Capital Securities tendered pursuant to the Exchange
Offer, then, without prejudice to UPC or the Trust's rights set forth herein,
the Exchange Agent may, nevertheless, on behalf of UPC and the Trust and subject
to Rule 14e-1(c) under the Exchange Act, retain tendered Old Capital Securities
and such Old Capital Securities may not be withdrawn except to the extent
tendering holders are entitled to withdrawal rights as described under
"-- Withdrawal Rights."
Pursuant to the Letter of Transmittal, a holder of Old Capital Securities
will warrant and agree in the Letter of Transmittal that it has full power and
authority to tender, exchange, sell, assign and transfer Old Capital Securities,
that the Trust will acquire good, marketable and unencumbered title to the
tendered Old Capital Securities, free and clear of all liens, restrictions,
charges and encumbrances, and the Old Capital Securities tendered for exchange
are not subject to any adverse claims or proxies. The holder also will warrant
and agree that it will, upon request, execute and deliver any additional
documents deemed by UPC, the Trust or the Exchange Agent to be necessary or
desirable to complete the exchange, sale, assignment, and transfer of the Old
Capital Securities tendered pursuant to the Exchange Offer.
PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES
Valid Tender. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees and any other required documents, must be
received by the Exchange Agent at its address set forth under "-- Exchange
Agent," on or prior to the Expiration Date and either (i) tendered Old Capital
Securities must be received by the Exchange Agent, or (ii) such Old Capital
Securities must be tendered pursuant to the procedures for book-entry transfer
set forth below and a book-entry confirmation must be received by the Exchange
Agent, in each case on or prior to the Expiration Date, or (iii) the guaranteed
delivery procedures set forth below must be complied with. Holders can execute
the tender through the DTC Automated Tender Offer Program ("ATOP") for which the
transaction will be eligible. DTC participants should transmit their acceptance
to DTC which will verify the acceptance, execute a book-entry delivery to the
Exchange Agent's account at DTC and send an Agent's Message (as defined herein)
to the Exchange Agent for its acceptance.
If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in the
appropriate box on the Letter of Transmittal. The entire amount of Old Capital
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, AND ANY ACCEPTANCE OF
AGENT'S MESSAGES TRANSMITTED THROUGH ATOPS, IS AT THE OPTION AND SOLE RISK OF
THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN
RECEIPT REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Book Entry Transfer. The Exchange Agent will establish an account with
respect to the Old Capital Securities at DTC for purposes of the Exchange Offer
within two business days after the date of this Prospectus. Any financial
institution that is a participant in DTC's book-entry transfer facility system
may make a book-entry delivery of the Old Capital Securities by causing DTC to
transfer such Old Capital Securities into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Old
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<PAGE> 33
Capital Securities may be effected through book-entry transfer into the Exchange
Agent's account at DTC, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other required documents, or an Agent's Message, must in any case be
delivered to and received by the Exchange Agent at its address set forth under
"-- Exchange Agent" on or prior to the Expiration Date, or the guaranteed
delivery procedure set forth below must be complied with.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The term "Agent's Message" means a
message transmitted by DTC to, and received by, the Exchange Agent and forming a
part of a book-entry confirmation, which states that DTC has received an express
acknowledgement from the participant in DTC tendering the Old Capital Securities
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal, and that UPC and the Trust may enforce such agreement
against such participant.
Signature Guarantees. Certificates for the Old Capital Securities need not
be endorsed and signature guarantees on the Letter of Transmittal are
unnecessary unless (a) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the certificate
or (b) such registered holder completes the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in the Letter of Transmittal.
In the case of (a) or (b) above, such certificates for Old Capital Securities
must be duly endorsed or accompanied by a properly executed bond power, with the
endorsement or signature on the bond power and on the Letter of Transmittal
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as an "eligible guarantor institution," including (as such terms
are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association (an "Eligible Institution"), unless surrendered
on behalf of such Eligible Institution. See Instruction 1 to the Letter of
Transmittal.
Guaranteed Delivery. If a holder desires to tender Old Capital Securities
pursuant to the Exchange Offer and the certificates for such Old Capital
Securities are not immediately available or time will not permit all required
documents to reach the Exchange Agent on or before the Expiration Date, or the
procedures for book-entry transfer cannot be completed on a timely basis, such
Old Capital Securities may nevertheless be tendered, provided, however, that all
of the following guaranteed delivery procedures are complied with:
(i) such tenders are made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to
Expiration Date; and
(iii) the certificates (or a book-entry confirmation) representing all
tendered Old Capital Securities, in proper form for transfer, together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees and any other documents
required by the Letter of Transmittal, are received by the Exchange Agent
within five New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand, or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.
Notwithstanding any other provision hereof, the delivery of New Capital
Securities in exchange for Old Capital Securities tendered and accepted for
exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of Old Capital Securities, or of a
book-entry confirmation (Agent's Message) with respect to such Old Capital
Securities, and a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees and any
other documents required by the Letter of Transmittal. Accordingly, the delivery
of New Capital Securities might not be made to all tendering holders at the same
time, and will depend upon when Old Capital Securities, book-entry confirmations
with respect to Old Capital Securities and other required documents are received
by the Exchange Agent.
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The Trust's acceptance for exchange of Old Capital Securities tendered
pursuant to any of the procedures described above will constitute a binding
agreement between the tendering holder and the Trust upon the terms and subject
to the conditions of the Exchange Offer.
Determination of Validity. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Capital Securities will be determined by the Trust, in its sole
discretion, whose determination shall be final and binding on all parties. The
Trust reserves the absolute right, in its sole and absolute discretion, to
reject any and all tenders determined by it not to be in proper form or the
acceptance of which, or exchange for, may, in the view of counsel to the Trust,
be unlawful. The Trust also reserves the absolute right, subject to applicable
law, to waive any of the conditions of the Exchange Offer as set forth under
"-- Conditions to the Exchange Offer" or any condition or irregularity in any
tender of Old Capital Securities of any particular holder whether or not similar
conditions or irregularities are waived in the case of other holders.
The Trust's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding. No tender of Old Capital Securities will be deemed to have
been validly made until all irregularities with respect to such tender have been
cured or waived. Neither UPC, the Trust, any affiliates or assigns of UPC, the
Trust or the Exchange Agent, nor any other person shall be under any duty to
give any notification of any irregularities in tenders or incur any liability
for failure to give any such notification.
If any Letter of Transmittal, endorsement, bond power, power of attorney,
or any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless waived by the Trust,
proper evidence satisfactory to the Trust, in its sole discretion, of such
person's authority to so act must be submitted.
A beneficial owner of Old Capital Securities that are held by or registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
or custodian is urged to contact such entity promptly if such beneficial owner
wishes to participate in the Exchange Offer.
RESALES OF NEW CAPITAL SECURITIES
Based on interpretations by the staff of the Commission, as set forth in
no-action letters issued to third parties, UPC and the Trust believe that
holders of Old Capital Securities (other than any holder that is an "affiliate"
of UPC or the Trust as defined under Rule 405 of the Securities Act) who
exchange their Old Capital Securities for New Capital Securities pursuant to the
Exchange Offer may offer such New Capital Securities for resale, resell such New
Capital Securities and otherwise transfer such New Capital Securities without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Capital Securities are acquired in the
ordinary course of such holders' business and such holders are not engaged in,
and do not intend to engage in, a distribution of such New Capital Securities
and have no arrangement or understanding with any person to participate in the
distribution of such New Capital Securities. However, the staff of the
Commission has not considered this Exchange Offer in the context of a no-action
letter, and there can be no assurance that the staff of the Commission would
make a similar determination with respect to this Exchange Offer. Each
broker-dealer that receives New Capital Securities for its own account in
exchange for Old Capital Securities, where such Old Capital Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Capital Securities. See "Plan of
Distribution."
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.
In order for a withdrawal to be effective a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at its address set forth under "-- Exchange
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<PAGE> 35
Agent" on or prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person who tendered the Old Capital Securities to be
withdrawn, the aggregate principal amount of Old Capital Securities to be
withdrawn, and (if certificates for such Old Capital Securities have been
tendered) the name of the registered holder of the Old Capital Securities as set
forth on the Old Capital Securities, if different from that of the person who
tendered such Old Capital Securities. If Old Capital Securities have been
delivered or otherwise identified to the Exchange Agent, then prior to the
physical release of such Old Capital Securities, the tendering holder must
submit the serial numbers shown on the particular Old Capital Securities to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution, except in the case of Old Capital Securities tendered for
the account of an Eligible Institution. If Old Capital Securities have been
tendered pursuant to the procedures for book-entry transfer set forth in
"-- Procedures for Tendering Old Capital Securities," the notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawal of Old Capital Securities, in which case a notice of withdrawal will
be effective if timely delivered to the Exchange Agent by written, telegraphic,
telex or facsimile transmission. Withdrawals of tenders of Old Capital
Securities may not be rescinded. Old Capital Securities properly withdrawn will
not be deemed validly tendered for purposes of the Exchange Offer, but may be
retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described above under "-- Procedures for
Tendering Old Capital Securities."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Trust, in its sole
discretion, which determination shall be final and binding on all parties.
Neither UPC, the Trust, any affiliates or assigns of UPC or the Trust, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Capital Securities
which have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.
DISTRIBUTIONS ON THE NEW CAPITAL SECURITIES
Holders of Old Capital Securities whose Old Capital Securities are accepted
for exchange will not receive accumulated Distributions on such Old Capital
Securities for any period from and after the last Distribution Date with respect
to such Old Capital Securities prior to the original issue date of the New
Capital Securities or, if no such Distributions have been made, will not receive
any accumulated Distributions on such Old Capital Securities, and will be deemed
to have waived the right to receive any Distributions on such Old Capital
Securities accumulated from and after such Distribution Date or, if no such
Distributions have been made, from and after December 12, 1996. However, because
Distributions on the New Capital Securities will accumulate from December 12,
1996, or the last Distribution Date, whichever is the latter, the amount of the
Distributions received by holders whose Old Capital Securities are accepted for
exchange will not be affected by the exchange.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Trust will not be required to accept for
exchange, or to exchange, any Old Capital Securities for any New Capital
Securities, and, as described below, may terminate the Exchange Offer (whether
or not any Old Capital Securities have theretofore been accepted for exchange)
or may waive any conditions to or amend the Exchange Offer, if any of the
following conditions have occurred or exists or have not been satisfied:
(a) there shall occur a change in the current interpretations by the
staff of the Commission which permits the New Capital Securities issued
pursuant to the Exchange Offer in exchange for Old Capital Securities to be
offered for resale, resold and otherwise transferred by holders thereof
(other than broker-dealers and any such holder which is an "affiliate" of
UPC or the Trust within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Capital Securities are
acquired in the ordinary course of such holders' business and such holders
have no arrangement or understanding with any person to participate in the
distribution of such New Capital Securities; or
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<PAGE> 36
(b) any action or proceeding shall have been instituted or threatened
in any court or by or before any governmental agency or body with respect
to the Exchange Offer which, in UPC's and the Trust's judgment, would
reasonably be expected to impair the ability of UPC or the Trust to proceed
with the Exchange Offer; or
(c) any law, statute, rule or regulation shall have been adopted or
enacted which, in UPC's and the Trust's judgment, would reasonably be
expected to impair the ability of UPC or the Trust to proceed with the
Exchange Offer;
(d) a banking moratorium shall have been declared by United States
federal or Tennessee or New York State authorities which, in UPC's and the
Trust's judgment, would reasonably be expected to impair the ability of UPC
or the Trust to proceed with the Exchange Offer;
(e) trading on the New York Stock Exchange or generally in the United
States over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in UPC's and the
Trust's judgment, would reasonably be expected to impair the ability of UPC
or the Trust to proceed with the Exchange Offer; or
(f) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
UPC or the Trust, threatened for that purpose; or
(g) any governmental approval has not been obtained, which approval
UPC and the Trust shall, in their sole judgment, deem necessary for the
consummation of the Exchange Offer as contemplated hereby; or
(h) any change, or any development involving a prospective change, in
the business or financial affairs of UPC or the Trust or any of their
subsidiaries have occurred which, in the sole judgment of UPC and the
Trust, might materially impair the ability of UPC or the Trust to proceed
with the Exchange Offer; or
(i) UPC and the Trust shall have determined, in their sole discretion,
that consummation of the Exchange Offer could result in adverse tax
consequences to UPC and/or the Trust (in which event UPC and the Trust
could proceed with a shelf registration of the Old Capital Securities). See
"The Exchange Offer -- Purpose and Effect of the Exchange Offer."
If UPC and the Trust determine in their sole and absolute discretion that
any of the foregoing events or conditions has occurred or exists or has not been
satisfied, UPC and the Trust may, subject to applicable law, terminate the
Exchange Offer (whether or not any Old Capital Securities have theretofore been
accepted for exchange) or may waive any such condition or otherwise amend the
terms of the Exchange Offer in any respect. If such waiver or amendment
constitutes a material change to the Exchange Offer, UPC and the Trust will
promptly disclose such waiver by means of a prospectus supplement that will be
distributed to the registered holders of the Old Capital Securities, and UPC and
the Trust will extend the Exchange Offer to the extent required by Rule 14e-1
under the Exchange Act.
EXCHANGE AGENT
The First National Bank of Chicago has been appointed as Exchange Agent for
the Exchange Offer. Delivery of the Letters of Transmittal and any other
required documents, questions, requests for assistance, and requests for
additional copies of this Prospectus or of the Letter of Transmittal should be
directed to the Exchange Agent as follows:
The First National Bank of Chicago
c/o First Chicago Trust Company of New York
14 Wall Street
8th Floor, Window 2
New York, New York 10005
Attn: Corporate Trust Administration
Telephone: (212) 240-8801
Telefax: (212) 240-8938
Delivery to other than the above address or facsimile number will not
constitute a valid delivery.
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<PAGE> 37
FEES AND EXPENSES
UPC has agreed to pay the Exchange Agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith. UPC will also pay brokerage houses and other custodians,
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them
in forwarding copies of this Prospectus and related documents to the beneficial
owners of Old Capital Securities, and in handling or tendering for their
customers.
Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however, New
Capital Securities are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Old Capital Securities
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Old Capital Securities in connection with the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
Neither UPC nor the Trust will make any payment to brokers, dealers or
others soliciting acceptances of the Exchange Offer.
DESCRIPTION OF THE CAPITAL SECURITIES
The Old Capital Securities were issued, and the New Capital Securities will
be issued pursuant to the terms of the Declaration. It is expected that at the
time the Registration Statement becomes effective under the Securities Act, the
Declaration will be qualified under the Trust Indenture Act. The Declaration
will not be qualified under the Trust Indenture Act, except upon effectiveness
of a registration statement for the Exchange Offer. See "Description of the
Capital Securities -- Exchange Offer; Registration Rights." By its terms,
however, the Declaration will incorporate certain provisions of the Trust
Indenture Act, and, upon consummation of the Exchange Offer, the Declaration
will be subject to and governed by the Trust Indenture Act. The Institutional
Trustee, The First National Bank of Chicago, will act as trustee for the Capital
Securities under the Declaration. The terms of the Capital Securities includes
those stated in the Declaration and those made part of the Declaration by the
Trust Indenture Act. The following summary of the material terms and provisions
of the Capital Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to the Declaration (a copy of which has
been filed as an exhibit to the Registration Statement of which this Prospectus
is a part), the Trust Act and the Trust Indenture Act.
GENERAL
The Declaration authorizes the Regular Trustees of the Trust to issue on
behalf of the Trust the Trust Securities in respect of the Trust, which
represent undivided beneficial interests in the assets of the Trust. All of the
Common Securities of the Trust are owned by UPC. The Common Securities will rank
pari passu, and payments will be made thereon on a pro rata basis, with the
Capital Securities except that upon the occurrence and during the continuance of
a Declaration Event of Default with respect to the Trust, the rights of the
holders of the Common Securities to receive payment of periodic Distributions
and payments upon liquidation, redemption and otherwise will be subordinated to
the rights of the holders of the Capital Securities. The Declaration does not
permit the issuance by the Trust of any securities other than the Trust
Securities, or the incurrence of any indebtedness by the Trust. Pursuant to the
Declaration, the Institutional Trustee owns the Subordinated Debt Securities
purchased by the Trust from UPC for the benefit of the holders of the Trust
Securities. The payment of Distributions out of money held by the Trust, and
payments upon redemption of the Capital Securities or liquidation of the Trust,
are guaranteed by UPC to the extent described under "Description of the
Guarantee." The Guarantee is and will continue to be held by The First National
Bank of Chicago, the Guarantee Trustee, for the benefit of the holders of the
Capital Securities. The Guarantee does not cover payment of Distributions in
respect of Capital Securities to the extent the Trust does not have available
funds to pay such Distributions. In such event, the remedy of holders of such
Capital Securities would be, through the vote of holders of a majority in
liquidation amount of such Capital Securities, to direct the Institutional
Trustee to enforce the Institutional
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<PAGE> 38
Trustee's rights under the Subordinated Debt Securities held by the Trust except
in the limited circumstances in which a holder of such Capital Securities may
take Direct Action. See "-- Voting Rights" and "-- Declaration Events of
Default."
DISTRIBUTIONS
Distributions on the Capital Securities will be fixed at a rate per annum
of 8.20% of the stated liquidation amount of $1,000 per Capital Security.
Distributions in arrears for more than one semiannual period will accrue on the
Capital Securities at the distribution rate per annum of 8.20%, compounded
semiannually. The term "Distribution" as used herein includes cash distributions
and any such compounded distributions payable unless otherwise stated. The
amount of Distributions payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months and the actual number of days elapsed per
30-day month.
Distributions on the Capital Securities are cumulative, accrue from
December 12, 1996 and are payable semiannually in arrears on June 15 and
December 15 of each year, commencing June 15, 1997, when, as and if available
for payment. Distributions will be made by the Institutional Trustee, except as
otherwise described below.
UPC has the right under the Indenture to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period at any
time and from time to time, subject to the conditions described below. If such
right is exercised, semiannual Distributions on the Capital Securities will also
be deferred (though such Distributions would continue to accrue at the
distribution rate of 8.20% per annum compounded semiannually (to the extent
permitted by law) since interest would continue to accrue on the of Subordinated
Debt Securities at a rate of 8.20% per annum, compounded semiannually, to the
extent permitted by law) during any Extension Period. Such right to extend any
interest payment period for the Subordinated Debt Securities is limited to
Extension Periods, each not exceeding 10 consecutive semiannual periods, and no
Extension Period may be initiated while accrued interest from a prior completed
Extension Period is unpaid or while UPC is in default on the payment of interest
that has become due and payable on the Subordinated Debt Securities, and no
Extension Period may extent beyond the maturity of the Subordinated Debt
Securities. In the event that UPC exercises this right, then during any
Extension Period (a) UPC shall not declare or pay dividends on, make a
distribution with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock or rights to
acquire such capital stock (other than (i) purchases or acquisitions of shares
of any such capital stock or rights to acquire such capital stock in connection
with the satisfaction by UPC of its obligations under any employee benefit
plans, (ii) as a result of a reclassification of UPC's capital stock or rights
to acquire such capital stock or the exchange or conversion of one class or
series of UPC's capital stock or rights to acquire such capital stock for
another class or series of UPC's capital stock or rights to acquire such capital
stock, (iii) the purchase of fractional interests in shares of UPC's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (iv) dividends and distributions made
on UPC's capital stock or rights to acquire such capital stock with UPC's
capital stock or rights to acquire such capital stock, or (v) any declaration of
a dividend in connection with the implementation of UPC's Shareholder Rights
Plan, (or the redemption or repurchase of any rights pursuant thereto), or make
guarantee payments with respect to the foregoing and (b) UPC shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by UPC that rank pari passu with or junior to
the Subordinated Debt Securities. Prior to the termination of any such Extension
Period in respect of the Subordinated Debt Securities, UPC may further extend
the interest payment period; provided, however, that each such Extension Period
in respect of the Subordinated Debt Securities, together with all such previous
and further extensions thereof, may not exceed 10 consecutive semiannual periods
or extend beyond the maturity of the Subordinated Debt Securities. Upon the
termination of any Extension Period in respect of the Subordinated Debt
Securities and the payment of all amounts then due, UPC may commence a new
Extension Period, subject to the above requirements. See "Description of the
Subordinated Debt Securities -- Interest" and "-- Option to Extend Interest
Payment Period." If Distributions are deferred, the Distributions due shall be
paid on the date that the related Extension Period terminates to holders of
applicable Capital Securities as they appear on the books and records of the
Trust on the record date immediately preceding such date.
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<PAGE> 39
Distributions on the Capital Securities must be paid on the dates payable
(after giving effect to any Extension Period) to the extent that the Trust has
funds available for the payment of such Distributions in the Property Account.
The Trust's funds available for distribution to the holders of the Capital
Securities will be limited to payments received from UPC on the Subordinated
Debt Securities. See "Description of the Subordinated Debt Securities." The
payment of Distributions out of moneys held by the Trust is guaranteed by UPC to
the extent set forth under "Description of the Guarantee."
Distributions on the Capital Securities will be payable to the holders
thereof as they appear on the books and records of the Trust on relevant record
dates. Such Distributions will be paid through the Institutional Trustee who
will hold amounts received in respect of the Subordinated Debt Securities in the
Property Account of the Trust for the benefit of the holders of the Capital
Securities. While the Capital Securities are held solely in book-entry only
form, the relevant record date will be one Business Day (as defined below) prior
to the relevant payment dates. Subject to any applicable laws and regulations
and the provisions of the Declaration, each such payment will be made as
described under "-- Book-Entry Only Issuance -- The Depository Trust Company"
below. In the event that the Capital Securities do not continue to remain in
book-entry only form, the Regular Trustees shall select record dates, which
shall be 15 days prior to the relevant payment date. Payments in respect of the
Capital Securities held in registered certificated form will be made by check to
the holder entitled thereto. In the event that any date on which Distributions
are to be made on the Capital Securities is not a Business Day, then payment of
the Distributions payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay) with the same force and effect as if made on such payment date.
A "Business Day" shall mean any day other than Saturday, Sunday or any other day
on which banking institutions in New York City (in the State of New York) are
permitted or required by any applicable law to close.
REDEMPTION
The Subordinated Debt Securities will mature on December 15, 2026 and may
be redeemed by UPC at par, together with accrued and unpaid interest thereon to
the date of redemption, in whole or in part, at any time in certain
circumstances upon the occurrence of a Tax Event. In addition, the Subordinated
Debt Securities may be redeemed by UPC, in whole or in part, at any time and
from time to time on or after December 15, 2006, other than upon the occurrence
of a Tax Event, at the Call Prices (expressed as a percentage of the principal
amount) expressed below:
<TABLE>
<CAPTION>
IF REDEEMED DURING THE
12-MONTH PERIOD BEGINNING CALL PRICE
- ------------------------- ----------
<S> <C>
December 15, 2006........................................... 103.8340%
December 15, 2007........................................... 103.4506
December 15, 2008........................................... 103.0672
December 15, 2009........................................... 102.6838
December 15, 2010........................................... 102.3004
December 15, 2011........................................... 101.9170
December 15, 2012........................................... 101.5336
December 15, 2013........................................... 101.1502
December 15, 2014........................................... 100.7668
December 15, 2015........................................... 100.3834
</TABLE>
and thereafter at 100% of the principal amount, (each a "Call Price"), together,
in each case, with accrued and unpaid interest thereon to the date of
redemption. In each case, the right of UP to redeem the Subordinated Debt
Securities is subject to receipt of prior approval by the Federal Reserve if
then required under applicable capital guidelines or policies of the Federal
Reserve.
Upon the repayment in full at maturity or redemption in whole or in part of
the Subordinated Debt Securities (other than following the distribution of the
Subordinated Debt Securities to the holders of the Trust Securities), the
proceeds from such repayment or payment shall simultaneously be applied to
redeem on a pro rata basis (i) at $1,000 per Trust Security, plus accrued and
unpaid distributions to the date of repayment (in the case of
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<PAGE> 40
repayment at maturity) or (ii) at the Redemption Price (in the case of payment
on redemption), Trust Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Debt Securities so repaid or
redeemed; provided, however, that holders of such Trust Securities shall be
given no less than 30 nor more than 60 days' notice of such redemption (other
than at the scheduled maturity of the Subordinated Debt Securities). See
"Description of the Subordinated Debt Securities -- Redemption." In the event
that fewer than all of the outstanding Capital Securities are to be redeemed,
such Capital Securities will be redeemed in accordance with the procedures of
DTC (as defined herein) as described under "-- Book-Entry Only Issuance -- The
Depository Trust Company" below.
TAX EVENT REDEMPTION
"Tax Event" means that the Regular Trustees of the Trust shall have
received an opinion of a nationally recognized independent tax counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, clarification of or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any judicial decision or
official administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (c) any amendment to,
clarification of or change in the administrative position or interpretation of
any Administrative Action or judicial decision that differs from the theretofore
generally accepted position, in each case, by any legislative body, court,
governmental agency or regulatory body, irrespective of the manner in which such
amendment, clarification or change is made known, which amendment, clarification
or change is effective or such Administrative Action or decision is announced,
in each case, on or after December 12, 1996, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date thereof,
subject to United States federal income tax with respect to interest accrued or
received on the Subordinated Debt Securities held by the Trust or subject to
more than a de minimis amount of other taxes, duties or other governmental
charges, (ii) any portion of interest payable by UPC to the Trust on the
Subordinated Debt Securities is not, or within 90 days of the date thereof will
not be, deductible by UPC for United States federal income tax purposes, or
(iii) UPC could become liable to pay, on the next date on which any amount would
be payable with respect to the Subordinated Debt Securities, any Additional
Interest (as defined herein).
If, at any time, a Tax Event in respect of the Trust should occur and be
continuing, and UPC receives an opinion (a "Redemption Tax Opinion") of
nationally recognized independent tax counsel experienced in such matters that,
as a result of such Tax Event there is more than an insubstantial risk that UPC
would be precluded from deducting the interest on the Subordinated Debt
Securities held by the Institutional Trustee for United States federal income
tax purposes, even if the Subordinated Debt Securities were distributed to the
holders of Trust Securities in liquidation of such holders' interests in the
Trust (as described in "-- Liquidation Distribution Upon Dissolution" below),
UPC shall have the right at any time, subject to receipt by UPC of prior
approval by the Federal Reserve if then required under applicable capital
guidelines or policies of the Federal Reserve, within 90 days following the
occurrence of such Tax Event, upon not less than 30 nor more than 60 days'
notice, to redeem the Subordinated Debt Securities held by the Institutional
Trustee, in whole or in part, for cash so long as such Tax Event is continuing,
at their full principal amounts plus any accrued and unpaid interest thereon to
the dates of redemption (the "Tax Event Redemption") and, following such
redemption, Trust Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Subordinated Debt Securities so redeemed shall
be redeemed by the Trust at the applicable Redemption Price; provided, however,
that (i) if at the time there is available to UPC or the Trust the opportunity
to eliminate, within such 90-day period the adverse effects of the Tax Event by
taking some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure that will have no adverse effect
on the Trust, UPC or the holders of the Trust Securities and (ii) if such notice
has not yet been given, UPC or the Trust will pursue such measure in lieu of
redemption.
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<PAGE> 41
REDEMPTION PROCEDURES
The Trust may not redeem fewer than all of the outstanding Capital
Securities unless all accrued and unpaid Distributions have been paid on all
such Capital Securities for all semiannual distribution periods terminating on
or prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Capital Securities
(which notice will be irrevocable), then, by 12:00 noon, New York City time, on
the redemption date, provided that UPC has paid to the Institutional Trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the Subordinated Debt Securities, the Institutional Trustee will irrevocably
deposit with the Depositary or its nominee funds sufficient to pay the
applicable Redemption Price and will give the Depositary irrevocable
instructions and authority to pay such Redemption Price to the holders of such
Capital Securities. See "-- Book-Entry Only Issuance -- The Depository Trust
Company." If notice of redemption shall have been given and funds deposited as
required, then, immediately prior to the close of business on the date of such
deposit, Distributions will cease to accrue on the Capital Securities so called
for redemption and all rights of holders of such Capital Securities so called
for redemption will cease, except the right of the holders of such Capital
Securities to receive the applicable Redemption Price but without interest on
such Redemption Price. In the event that any date fixed for redemption of
Capital Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (without any interest or other payment in respect of any such delay), except
that if such next succeeding Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day. In the event
that payment of the Redemption Price in respect of Capital Securities is
improperly withheld or refused and not paid by the Institutional Trustee or by
UPC pursuant to the Guarantee, Distributions on such Capital Securities will
continue to accrue at the then applicable rate from the original redemption date
to the date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.
In the event that fewer than all of the outstanding Capital Securities are
to be redeemed, Capital Securities will be redeemed in accordance with the
procedures of DTC as described below under "-- Book-Entry Only Issuance -- The
Depository Trust Company."
In the event of any redemption of Capital Securities in part, the Trust
shall not be required to (i) issue, register the transfer of or exchange any
Certificated Security (as defined herein) during a period beginning at the
opening of business 15 days before any selection for redemption of Capital
Securities and ending at the close of business on the earliest date on which the
relevant notice of redemption is deemed to have been given to all holders of
Capital Securities to be so redeemed or (ii) register the transfer of or
exchange any Certificated Securities so selected for redemption, in whole or in
part, except for the unredeemed portion of any Certificated Securities being
redeemed in part.
Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), provided the acquiror is not the holder
of the Common Securities or the obligor under the Subordinated Debt Securities,
UPC or its subsidiaries may at any time, and from time to time, purchase
outstanding Capital Securities by tender, in the open market or by private
agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Pursuant to the Declaration, the Trust shall dissolve (i) on December 31,
2050, the expiration of the term of the Trust, (ii) upon the bankruptcy of UPC
or the Trust, (iii) (other than in connection with a merger, consolidation or
similar transaction not prohibited by the Indenture, the Declaration or the
Guarantee, as the case may be) upon the filing of a certificate of dissolution
or its equivalent with respect to UPC, upon the consent of the holders of at
least a majority in liquidation amount of the Trust Securities voting together
as a single class to file a certificate of cancellation with respect to the
Trust, or upon the revocation of the charter of UPC and the expiration of 90
days after the date of revocation without a reinstatement thereof, (iv) upon
exercise of the right of the holder of all of the outstanding Common Securities
to dissolve the Trust as described below, (v) upon the entry of a decree of a
judicial dissolution of UPC or the Trust, or (vi) upon the redemption of all of
the Trust Securities. Pursuant to the Declaration, as soon as practicable after
the dissolution of the Trust and upon completion of the winding up of the Trust,
the Trust shall terminate upon the filing of a certificate of cancellation.
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<PAGE> 42
In the event of any voluntary or involuntary dissolution of the Trust (each
a "Dissolution Event") other than in connection with a redemption of the
Subordinated Debt Securities as previously described, the holders of the Capital
Securities issued by the Trust will be entitled to receive out of the assets of
the Trust, after satisfaction of liabilities to creditors of the Trust (to the
extent not satisfied by UPC), distributions in an amount equal to the aggregate
of the stated liquidation amount of $1,000 per Capital Security (the
"Liquidation Amount") plus accrued and unpaid Distributions thereon to the date
of payment (the "Liquidation Distribution"), unless, in connection with such
Dissolution Event, Subordinated Debt Securities in an aggregate stated principal
amount equal to the aggregate stated liquidation amount of, with identical
premium to, if any, with an interest rate identical to the distribution rate of,
and bearing accrued and unpaid interest equal to accrued and unpaid
Distributions on such Capital Securities, have been distributed on a pro rata
basis to the holders of such Capital Securities in exchange for such Capital
Securities as is required under certain circumstances as described below.
UPC, as the holder of all of the Common Securities, has the right at any
time to dissolve the Trust (including but not limited to the occurrence of a Tax
Event), subject to receipt of prior approval by the Federal Reserve if then
required under applicable capital guidelines or policies of the Federal Reserve,
with the result that, after satisfaction of liabilities to creditors of the
Trust (to the extent not satisfied by UPC), unless the Subordinated Debt
Securities held by the Trust are redeemed in the circumstances described herein,
the Subordinated Debt Securities would be distributed to the holders of the
Trust Securities in liquidation of the holders' interests in the Trust in
accordance with its aggregate stated liquidation amount thereof, in liquidation
of the Trust.
If an early dissolution occurs as described in clause (i), (ii), (iii) or
(v) of the first paragraph of this section, the Trust shall be dissolved by the
Union Planters Trustees as expeditiously as such Union Planters Trustees
determine to be possible by distributing, after paying or making reasonable
provision to pay all claims and obligations of the Trust in accordance with
applicable law (to the extent not paid by UPC), to the holders of the Trust
Securities, the Subordinated Debt Securities, unless such distribution is
determined by the Institutional Trustee not to be practical, in which event such
holders will be entitled to receive out of the assets of the Trust available for
distribution to holders, after paying or making reasonable provision to pay all
claims and obligations of the Trust in accordance with applicable law (to the
extent not paid by UPC), an amount equal to the Liquidation Distribution. An
early dissolution of the Trust pursuant to clause (iv) above shall occur only if
the Union Planters Trustees determine that such liquidation is possible by
distributing, after paying or making reasonable provision to pay all claims and
obligations of the Trust in accordance with applicable law (to the extent not
paid by UPC), to the holders of the Trust Securities issued by the Trust, the
Subordinated Debt Securities, and each such distribution occurs.
If, upon any such Dissolution Event, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on such Capital Securities shall be paid on a pro rata basis. The
holder of the Common Securities issued by the Trust will be entitled to receive
distributions upon any such Dissolution Event pro rata with the holders of such
Capital Securities, except that if a Declaration Event of Default has occurred
and is continuing in respect of the Trust, the Capital Securities shall have a
preference over the Common Securities with regard to such distributions.
Upon any Dissolution Event in connection with which the Subordinated Debt
Securities are distributed, if at the time of such Dissolution Event the Capital
Securities are rated by at least one nationally recognized statistical rating
organization, UPC will use its best efforts to obtain from at least one other
rating organization a rating for the Subordinated Debt Securities.
After the date for any distribution of Subordinated Debt Securities upon
dissolution of the Trust, (i) the Trust Securities will be deemed to be no
longer outstanding, (ii) the Depositary (as defined herein) or its nominee, as
the record holder of the Capital Securities, will receive a registered Global
Certificate (as defined herein) or Certificates representing the Subordinated
Debt Securities to be delivered upon such dissolution, and (iii) any
certificates representing Capital Securities not held by the Depositary or its
nominee will be deemed to represent undivided beneficial interests in such of
the Subordinated Debt Securities as have an aggregate principal amount equal to
the aggregate stated liquidation amount of, with an interest rate identical to
the distribution rate of, and
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bearing accrued and unpaid interest equal to accrued and unpaid Distributions
on, such Capital Securities until such certificates are presented to UPC or its
agent for transfer or reissuance.
There can be no assurance as to the market prices for either the Capital
Securities or the Subordinated Debt Securities that may be distributed in
exchange for the Capital Securities if a dissolution and liquidation of the
Trust were to occur. Accordingly, the Capital Securities that an investor may
purchase, whether in the secondary market or otherwise, or the Subordinated Debt
Securities that an investor may receive if a dissolution and liquidation of the
Trust were to occur, may trade at a discount to the price paid to purchase the
Capital Securities.
DECLARATION EVENTS OF DEFAULT
An event of default under the Indenture in respect of the Subordinated Debt
Securities issued to the Trust (an "Indenture Event of Default") constitutes an
event of default under the Declaration with respect to the Trust Securities
(each a "Declaration Event of Default"); provided, however, that pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to such Common Securities until
all Declaration Events of Default with respect to the Capital Securities have
been cured, waived or otherwise eliminated. Until such Declaration Events of
Default with respect to such Capital Securities have been so cured, waived, or
otherwise eliminated, the Institutional Trustee will be deemed to be acting
solely on behalf of the holders of the Capital Securities, and only the holders
of such Capital Securities will have the right to direct the Institutional
Trustee with respect to certain matters under the Declaration, and therefore the
Indenture. The holders of a majority in liquidation amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee or to direct
the exercise of any trust or power conferred upon the Institutional Trustee
under the Declaration, including the right to direct the Institutional Trustee
to exercise the remedies available to it as holder of the Subordinated Debt
Securities. If the Institutional Trustee fails to enforce its rights under the
Subordinated Debt Securities after the holders of a majority in liquidation
amount of such Capital Securities have so directed the Institutional Trustee, to
the fullest extent permitted by law, a holder of record of such Capital
Securities may institute a legal proceeding against UPC to enforce the
Institutional Trustee's rights under the Subordinated Debt Securities without
first instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration Event of
Default relating to Capital Securities of the Trust has occurred and is
continuing and such event is attributable to the failure of UPC to pay interest
or principal (or premium, if any) on the Subordinated Debt Securities issued to
the Trust on the respective dates such interest or principal (or premium, if
any) is payable (or in the case of redemption, the redemption date), then a
holder of record of such Capital Securities may institute a Direct Action
against UPC for payment, on or after the respective due dates specified in the
Subordinated Debt Securities, to such holder directly of the principal of (or
premium, if any) or interest on Subordinated Debt Securities having an aggregate
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder. In connection with such Direct Action, UPC will be
subrogated to the rights of such holder of Capital Securities under the
applicable Declaration to the extent of any payment made by UPC to such holder
of Capital Securities in such Direct Action; provided, however, that no such
subrogation right may be exercised so long as a Declaration Event of Default has
occurred and is continuing. The holders of Capital Securities will not be able
to exercise directly any other remedy available to the holders of the
Subordinated Debt Securities issued to the Trust.
Upon the occurrence of a Declaration Event of Default relating to Capital
Securities, the Institutional Trustee, so long as it is the sole holder of the
Subordinated Debt Securities issued to the Trust, the right under the Indenture
to declare the principal of (or premium, if any) and interest on the
Subordinated Debt Securities to be immediately due and payable. UPC and the
Trust are each required to file annually with the Institutional Trustee an
officer's certificate as to its compliance with all conditions and covenants
under the Declaration.
VOTING RIGHTS
Except as described herein, under the Trust Act and under "Description of
the Guarantee -- Modification of the Guarantee; Assignment", and as otherwise
required by law and the Declaration, the holders of the Capital Securities will
have no voting rights. The Regular Trustees are required to call a meeting of
the holders of the Capital Securities if directed to do so by holders of at
least 10% in aggregate liquidation amount thereof.
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Subject to the requirements set forth in this paragraph, the holders of a
majority in aggregate liquidation amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee, or exercising any trust or power
conferred upon such Institutional Trustee under the Declaration, including the
right to direct such Institutional Trustee, as holder of the Subordinated Debt
Securities, to (i) exercise the remedies available to it under the Indenture as
a holder of the Subordinated Debt Securities, (ii) waive any past default that
is waivable under the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Subordinated Debt Securities shall be
due and payable or (iv) consent on behalf of all the holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Subordinated Debt Securities where such consent shall be required; provided,
however, that, where a consent or action under the Indenture would require the
consent or act of holders of more than a majority in principal amount of the
Subordinated Debt Securities (a "Super-Majority") affected thereby, the
Institutional Trustee may only give such consent or take such action at the
written direction of the holders of at least the proportion in aggregate
liquidation amount of the Capital Securities outstanding which the relevant
Super-Majority represents of the aggregate principal amount of the Subordinated
Debt Securities outstanding. If the Institutional Trustee fails to enforce its
rights under the Subordinated Debt Securities after the holders of a majority in
liquidation amount of such Capital Securities have so directed the Institutional
Trustee, to the extent permitted by law, a holder of record of the Capital
Securities may institute a legal proceeding directly against UPC to enforce the
Institutional Trustee's rights under the Subordinated Debt Securities without
first instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration Event of
Default relating to the Capital Securities has occurred and is continuing and
such event is attributable to the failure of UPC to pay interest or principal on
the Subordinated Debt Securities on the respective dates such interest or
principal is due and payable (or in the case of redemption, the redemption date)
then a holder of record of Capital Securities may directly institute a
proceeding for enforcement of payment, on or after the respective due dates
specified in the Subordinated Debt Securities, to such holder directly of the
principal of (or premium, if any) or interest on the Subordinated Debt
Securities having an aggregate principal amount equal to the aggregate
liquidation amount of the Capital Securities of such holder. The Institutional
Trustee shall notify all holders of the Capital Securities of any default
actually known to the Institutional Trustee with respect to the Subordinated
Debt Securities unless (x) such defaults have been cured prior to the giving of
such notice or (y) the Institutional Trustee determines in good faith that the
withholding of such notice is in the interest of the holders of such Capital
Securities, except where the default relates to the payment of principal of (or
premium, if any) or interest on any of the Subordinated Debt Securities. Such
notice shall state that such Indenture Event of Default also constitutes a
Declaration Event of Default. Except with respect to directing the time, method
and place of conducting a proceeding for a remedy, the Institutional Trustee
shall not take any of the actions described in clauses (i), (ii) or (iii) above
unless the Institutional Trustee has obtained an opinion of tax counsel to the
effect that, as a result of such action, the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes.
In the event the consent of the Institutional Trustee, as the holder of the
Subordinated Debt Securities, is required under the Indenture with respect to
any amendment, modification or termination of the Indenture, such Institutional
Trustee shall request the direction of the holders of the Trust Securities with
respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a majority
in liquidation amount of such Trust Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of a Super-Majority, the Institutional Trustee may only give such
consent at the direction of the holders of at least the proportion in
liquidation amount of such Trust Securities outstanding which the relevant
Super-Majority represents of the aggregate principal amount of the Subordinated
Debt Securities outstanding. The Institutional Trustee shall not take any such
action in accordance with the directions of the holders of such Trust Securities
unless the Institutional Trustee has obtained an opinion of tax counsel to the
effect that, as a result of such action, the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes.
A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.
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Any required approval or direction of holders of Capital Securities may be
given at a separate meeting of such holders convened for such purpose, at a
meeting of all of the such holders of Trust Securities or pursuant to written
consent. The Regular Trustees will cause a notice of any meeting at which
holders of Capital Securities are entitled to vote, or of any matter upon which
action by written consent of such holders is to be taken, to be mailed to each
holder of record of such Capital Securities. Each such notice will include a
statement setting forth the following information: (i) the date of such meeting
or the date by which such action is to be taken; (ii) a description of any
resolution proposed for adoption at such meeting on which such holders are
entitled to vote or of such matter upon which written consent is sought; and
(iii) instructions for the delivery of proxies or consents. No vote or consent
of the holders of Capital Securities will be required for such Trust to redeem
and cancel such Capital Securities or distribute the Subordinated Debt
Securities in accordance with the Declaration.
Notwithstanding that holders of Capital Securities are entitled to vote or
consent under any of the circumstances described above, any of the Capital
Securities that are owned at such time by UPC or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with UPC, shall not entitle the holders thereof to vote or consent and
shall, for purposes of such vote or consent, be treated as if such Capital
Securities were not outstanding.
The procedures by which holders of Capital Securities may exercise their
voting rights are described below. See "-- Book-Entry Only Issuance -- The
Depository Trust Company" below.
Holders of the Capital Securities to appoint or remove the Union Planters
Trustees, who may be appointed, removed or replaced solely by UPC as the holder
of all of the Common Securities.
MODIFICATION OF THE DECLARATION
The Declaration may be amended without the consent of the holders of the
Trust Securities to: (i) cure any ambiguity; (ii) correct or supplement any
provision in such Declaration that may be defective or inconsistent with any
other provision of such Declaration; (iii) add to the covenants, restrictions or
obligations of UPC; (iv) conform to any change in Rule 3a-5 under the Investment
Company Act of 1940, as amended (the "1940 Act"), or written change in
interpretation or application of Rule 3a-5 by any legislative body, court,
government agency or regulatory authority, which amendment does not have a
material adverse effect on the rights, preferences or privileges of the holders
of such Trust Securities; and (v) modify, eliminate and add to any provision of
such Declaration, provided, however, that no such modification, elimination or
addition shall adversely affect the powers, preferences or special rights of the
holders of such Trust Securities.
In addition, the Declaration may be modified and amended if approved by the
Regular Trustees (and in certain circumstances the Institutional Trustee and the
Delaware Trustee), provided, however, that, if any proposed amendment provides
for, or such Regular Trustees otherwise propose to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the Trust
Securities, whether by way of amendment to the applicable Declaration or
otherwise or (ii) the dissolution, winding-up or termination of the Trust other
than pursuant to the terms of the Declaration, then the holders of such Trust
Securities voting together as a single class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of at least a majority in liquidation amount of such
Trust Securities affected thereby; provided, however, that if any amendment or
proposal referred to in clause (i) above would adversely affect only the Capital
Securities or the Common Securities, then only the affected class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of a majority in liquidation
amount of such class of Trust Securities.
Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause the Trust to
be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) reduce or otherwise adversely affect the powers of
the Institutional Trustee or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the 1940 Act.
Notwithstanding any provision of the Declaration, the provisions of Section
316(b) of the Trust Indenture Act incorporated by reference into the Declaration
provides that the right of any holder of Capital Securities to
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receive payments of Distributions and other payments upon redemption or
otherwise on or after their respective due dates, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such holder.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other body, except as
described below. The Trust may, with the consent of the Regular Trustees and
without the consent of the holders of the Trust Securities, the Institutional
Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or
be replaced by, a trust organized as such under the laws of any State of the
United States; provided, however, that (i) if the Trust is not the survivor,
such successor entity either (x) expressly assumes all of the obligations of the
Trust under Trust Securities issued by the Trust or (y) substitutes for such
Trust Securities other securities having substantially the same terms as such
Trust Securities (the "Successor Securities"), so that the Successor Securities
rank the same as such Trust Securities rank with respect to Distributions and
payments upon liquidation, redemption and otherwise, (ii) UPC expressly
acknowledges a trustee of such successor entity possessing the same powers and
duties as the Institutional Trustee as the holder of the Subordinated Debt
Securities, (iii) the Capital Securities or any Successor Securities are listed,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or with another organization on which such Capital
Securities are then listed or quoted, (iv) such merger, consolidation,
amalgamation or replacement does not cause such Capital Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Trust Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in such successor entity), (vi) such successor entity has a purpose
identical to that of the Trust, (vii) prior to such merger, consolidation,
amalgamation or replacement, the Regular Trustees shall have received an opinion
of a nationally recognized independent counsel to the Trust experienced in such
matters to the effect that (A) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Trust Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in such successor entity), (B) following such merger, consolidation,
amalgamation or replacement, neither the Trust nor such successor entity will be
required to register as an investment company under the 1940 Act and (C)
following such merger, consolidation, amalgamation or replacement, neither the
Trust nor such successor entity will be classified as other than a grantor trust
for United States federal income tax purposes, and (viii) UPC guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the applicable Guarantee. Notwithstanding the foregoing,
the Trust shall not, except with the consent of holders of 100% in liquidation
amount of the Trust Securities, consolidate, amalgamate, merge with or into, or
be replaced by, any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The description of book-entry procedures in this Prospectus includes
summaries of certain rules and operating procedures of The Depository Trust
Company ("DTC") that effect transfers of interests in the global certificate or
certificates issued in connection with sales of Capital Securities. Except as
described in the next paragraph, the Old Capital Securities have been, and the
New Capital Securities will be, issued only as fully registered securities
registered in the name of Cede & Co. (as nominee for DTC). One or more fully
registered global Capital Security certificates (the "Global Certificates") will
be issued, representing, in the aggregate, the New Capital Securities, and will
be deposited with DTC.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the global Capital
Securities as represented by a Global Certificate.
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DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Participants in DTC
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Participants and by the New York Stock Exchange, the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission.
Purchases of Capital Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Capital
Securities on DTC's records. The ownership interest of each actual purchaser of
each Capital Security ("Beneficial Owner") is in turn to be recorded on the
Direct Participants' and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchases, but Beneficial
Owners are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Capital
Securities. Transfers of ownership interests in the Capital Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Capital Securities, except in the event that
use of the book-entry system for the Capital Securities is discontinued.
To facilitate subsequent transfers, all the Capital Securities deposited by
Participants with DTC will be registered in the name of DTC's nominee, Cede &
Co. The deposit of Capital Securities with DTC and their registration in the
name of Cede & Co. will effect no change in beneficial ownership. DTC will have
no knowledge of the actual Beneficial Owners of the Capital Securities. DTC's
records will reflect only the identity of the Direct Participants to whose
accounts such Capital Securities are credited, which may or may not be the
Beneficial Owners. The Direct Participants and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
So long as DTC, or its nominee, is the registered owner or holder of a
Global Certificate in respect of the Capital Securities, DTC or such nominee, as
the case may be, will be considered the sole owner or holder of record of the
Capital Securities represented thereby for all purposes under the Declaration in
respect of such Capital Securities and such Capital Securities. No Beneficial
Owner of an interest in a Global Certificate will be able to transfer that
interest except in accordance with DTC's applicable procedures.
DTC has advised UPC that it will take any action permitted to be taken by a
holder of Capital Securities (including the presentation of Capital Securities
for exchange as described below) only at the direction of one or more
Participants to whose accounts the DTC interests in the Global Certificates are
credited and only in respect of such portion of the aggregate liquidation amount
of Capital Securities as to which such Participant or Participants has or have
given such direction. However, if there is a Declaration Event of Default with
respect to a series of the Capital Securities, DTC will, upon notice, exchange
the Global Certificates in respect of such series of Capital Securities for
certificated securities, which it will distribute to its Participants.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices in respect of a series of Capital Securities held in
book-entry form will be sent to Cede & Co. If less than all of the Capital
Securities of a series are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant to be redeemed.
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Although voting with respect to the Capital Securities is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. will itself consent
or vote with respect to Capital Securities. Under its usual procedures, DTC
would mail an omnibus proxy to the Trust as soon as possible after the record
date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Capital Securities are credited
on the record date (identified in a listing attached to the omnibus proxy).
Distributions on the Capital Securities held in book-entry form will be
made to DTC in immediately available funds. DTC's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe that
it will not receive payments on such payment date. Payments by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices and will be the responsibility of
such Direct Participants and Indirect Participants and not of DTC, the Trust or
UPC, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of Distributions to DTC is the responsibility of the
Trust, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners is the responsibility of Direct Participants and Indirect Participants.
Except as provided herein, a Beneficial Owner of an interest in a Global
Certificate will not be entitled to receive physical delivery of Capital
Securities. Accordingly, each Beneficial Owner must rely on the procedures of
DTC, the Direct Participants and the Indirect Participants to exercise any
rights under the Capital Securities.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Certificates among Participants of DTC, DTC
is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither UPC, the Trust nor the
Institutional Trustee will have any responsibility for the performance by DTC or
its Direct Participants or Indirect Participants under the rules and procedures
governing DTC. DTC may discontinue providing its services as securities
depositary with respect to the Capital Securities at any time by giving notice
to the Trust. Under such circumstances, in the event that a successor securities
depositary is not obtained, Capital Security certificates are required to be
printed and delivered. Additionally, the Trust (with the consent of UPC) may
decide to discontinue use of the system of book-entry transfers through DTC (or
a successor depositary) with respect to the Capital Securities. In that event,
certificates for such Capital Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that UPC and the Trust believes to be reliable,
but neither UPC nor the Trust takes responsibility for the accuracy thereof.
PAYMENT AND PAYING AGENCY
Payments in respect of the Capital Securities represented by the Global
Certificates shall be made to DTC, which shall credit the relevant accounts at
DTC on the applicable distribution payment dates or, in the case of Certificated
Securities in non-book-entry form, such payments shall be made by check mailed
to the address of the holder entitled thereto as such address shall appear on
books and records of the Trust. The paying agent for the Trust Securities (the
"Paying Agent") shall initially be The First National Bank of Chicago. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Institutional Trustee. In the event that The First National Bank
of Chicago shall no longer be the Paying Agent, the Institutional Trustee shall
appoint a successor to act as Paying Agent (which shall be a bank or trust
company).
REGISTRAR, TRANSFER AGENT AND PAYING AGENT
The Institutional Trustee serves as registrar, transfer agent and Paying
Agent for the Capital Securities.
Registration of transfers or exchanges of Capital Securities will be
effected without charge by or on behalf of the Trust, but upon payment (with the
giving of such indemnity as the Trust or UPC may require) in respect of any tax
or other government charges which may be imposed in relation to it.
The Trust will not be required to register or cause to be registered the
transfer or exchange of Capital Securities after such Capital Securities have
been called for redemption.
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RESTRICTIONS ON TRANSFER
The Capital Securities may be transferred only in blocks having a
Liquidation Amount of not less than $100,000. Any such transfer of Capital
Securities in a block having a Liquidation Amount of less than $100,000 shall be
deemed to be null and void and of no legal effect whatsoever. Any such
transferee shall not be deemed to be the holder of such Capital Securities for
any purpose, including but not limited to the receipt of Distributions on such
Capital Securities, and such transferee shall be deemed to have no interest
whatsoever in such Capital Securities.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
The Institutional Trustee, prior to the occurrence of a default with
respect to the Trust Securities and after the curing of any defaults that may
have occurred, undertakes to perform only such duties as are specifically set
forth in the Declaration and, after default, shall exercise such of the rights
and powers vested in it by such Declaration, and use the same degree of care and
skill in their exercise, as a prudent individual would exercise or use in the
conduct of his or her own affairs. Subject to such provisions, the Institutional
Trustee is under no obligation to exercise any of the powers vested in it by the
Declaration at the request of any holder of Capital Securities, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The holders of Capital Securities will not be
required to offer such indemnity in the event such holders, by exercising their
voting rights, direct the Institutional Trustee to take any action it is
empowered to take under the Declaration following a Declaration Event of
Default. The Institutional Trustee also serves as trustee under the applicable
Guarantee and the Indenture. UPC and certain of its subsidiaries conduct certain
banking transactions with the Institutional Trustee in the ordinary course of
their business.
Whenever in the exercise of its rights or powers or the performance of its
duties under the Declaration the Institutional Trustee shall deem it desirable
to receive instructions with respect to enforcing any remedy or right or taking
any other action thereunder, an Institutional Trustee (i) may request
instructions from the holders of the Capital Securities which instructions may
only be given by the holders of a majority, or such other proportion, in
liquidation amount of the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of such Capital Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in or accordance
with such instructions.
PROPOSED TAX LEGISLATION
On February 6, 1997, President Clinton proposed certain tax law changes
that would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations (the "Proposed Legislation") if
such debt obligations have a maximum term in excess of 15 years and are not
shown as indebtedness on the issuer's applicable consolidated balance sheet. As
currently drafted, the Proposed Legislation would be effective generally for
instruments issued on or after the date of first Congressional committee action.
Under current law, UPC will be able to deduct interest on the Subordinated Debt
Securities and, based upon the effective date of the Proposed Legislation as it
is currently drafted, it is expected that if the Proposed legislation were
enacted, such legislation would not apply retroactively to the Subordinated Debt
Securities. However, if the Proposed Legislation is enacted with retroactive
effect with respect to the Subordinated Debt Securities, UPC would not be
entitled to an interest deduction with respect to the Subordinated Debt
Securities. There can be no assurance, however, that the Proposed Legislation,
if enacted, will not apply retroactively to the Subordinated Debt Securities or
that other legislation enacted after the date hereof will not otherwise
adversely affect the ability of UPC to deduct the interest payable on the
Subordinated Debt Securities. Accordingly, there can be no assurance that a Tax
Event will not occur which would permit UPC to cause a redemption of the Capital
Securities. See "-- Redemption; Distribution" and "Description of the
Subordinated Debt Securities -- Proposed Tax Legislation."
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GOVERNING LAW
The Declaration and the Capital Securities of the Trust are governed by,
and construed in accordance with, the laws of the State of Delaware, without
regard to principles of conflict of laws.
MISCELLANEOUS
The Regular Trustees are authorized and directed to operate the Trust in
such a way so that the Trust will not be required to register as an "investment
company" under the 1940 Act nor be characterized as other than a grantor trust
for United States federal income tax purposes. UPC is authorized and directed to
conduct its affairs so that the Subordinated Debt Securities will be treated as
indebtedness of UPC for United States federal income tax purposes. In this
connection, UPC and the Regular Trustees are authorized to take any action, not
inconsistent with applicable law, the Declaration or the Charter of UPC, that
each of UPC and the Regular Trustees determine in their discretion to be
necessary or desirable to achieve such end, as long as such action does not
adversely affect the interests of the holders of the Capital Securities or vary
the terms thereof.
Holders of the Capital Securities have no preemptive rights.
DESCRIPTION OF THE GUARANTEE
Set forth below is a summary of information concerning the Guarantee which
has been executed and delivered by UPC for the benefit of the holders from time
to time of the Capital Securities. The First National Bank of Chicago is trustee
(the "Guarantee Trustee") under the Guarantee. The terms of the Guarantee are
those set forth in the Guarantee and those made a part of such Guarantee by the
Trust Indenture Act. This summary of the material terms of the Guarantee does
not purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the Guarantee and the Trust
Indenture Act. The Guarantee is held by the Guarantee Trustee for the benefit of
the holders of the Capital Securities.
GENERAL
Pursuant to the Guarantee, UPC has irrevocably and unconditionally agreed,
to the extent set forth therein, to pay in full, to the holders of the Capital
Securities, the Guarantee Payments (as defined herein) (except to the extent
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim which the Trust may have or assert. The following payments with
respect to Capital Securities, to the extent not paid by the Trust (the
"Guarantee Payments"), will be subject to the Guarantee (without duplication):
(i) any accrued and unpaid Distributions which are required to be paid on
Capital Securities, to the extent the Trust shall have funds available therefor;
(ii) the redemption price, including all accrued and unpaid Distributions to the
date of redemption (the "Redemption Price"), to the extent the Trust has funds
available therefor, with respect to any Capital Securities called for
redemption; and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with the distribution of
Subordinated Debt Securities to the holders of Capital Securities upon the
redemption of all of the Capital Securities), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid Distributions on such Capital
Securities to the date of payment, to the extent the Trust has funds available
therefor, and (b) the amount of assets of the Trust remaining available for
distribution to holders of such Capital Securities in liquidation of the Trust.
UPC's obligation to make a Guarantee Payment may be satisfied by direct payment
of the required amounts by UPC to the holders of Capital Securities or by
causing the Trust to pay such amounts to such holders.
The Guarantee does not apply to any payment of Distributions except to the
extent the Trust shall have funds available therefor, which funds will not be
available except to the extent UPC has made payments of interest (or premium, if
any) or principal or other payments on the Subordinated Debt Securities
purchased by the Trust. See "Description of the Subordinated Debt
Securities -- Certain Covenants." The Guarantee, when taken together with UPC's
obligations under the Subordinated Debt Securities, the Declaration and the
Indenture, including its obligations to pay costs, expenses, debts and
liabilities of the Trust (other than with respect to the Trust Securities),
provides a full and unconditional guarantee on a subordinated basis by UPC of
payments due on the Capital Securities.
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Because the Guarantee is a guarantee of payment and not of collection,
holders of the Capital Securities may proceed directly against UPC as guarantor,
rather than having to proceed against the Trust before attempting to collect
from UPC, and UPC waives any right or remedy to require that any action be
brought against the Trust or any other person or entity before proceeding
against the Company. Such obligations will not be discharged except by payment
of the Guarantee Payments in full. The Old Guarantee is, and the New Guarantee
will be, deposited with the Guarantee Trustee to be held for the benefit of the
holders of Capital Securities. Except as otherwise noted herein, the Guarantee
Trustee has the right to enforce the Guarantee on behalf of the holders of the
Capital Securities.
UPC has also agreed separately to irrevocably and unconditionally guarantee
the obligations of the Trust with respect to the Common Securities of the Trust
(the "Common Securities Guarantee") to the same extent as the Guarantee, except
that upon an event of default under the Declaration, holders of Capital
Securities of shall have priority over holders of Common Securities with respect
to Distributions and payments on liquidation, redemption or otherwise.
CERTAIN COVENANTS OF UPC UNDER THE GUARANTEE
In the Guarantee, UPC covenants that, so long as any Capital Securities
remain outstanding, if UPC shall be in default under such Guarantee or there
shall have occurred and be continuing any event that would constitute an event
of default under the Declaration, then (a) UPC shall not declare or pay any
dividend on, make a distribution with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of UPC's capital stock or rights to
acquire such capital stock (other than (i) purchases or acquisitions of shares
of any such capital stock or rights to acquire such capital stock in connection
with the satisfaction by UPC of its obligations under any employee benefit
plans, (ii) as a result of a reclassification of UPC's capital stock or rights
to acquire such capital stock or the exchange or conversion of one class or
series of UPC's capital stock or rights to acquire such capital stock for
another class or series of UPC's capital stock or rights to acquire such capital
stock, (iii) the purchase of fractional interests in shares of UPC's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchange provisions of such capital stock or the
security being converted or exchanged, (iv) dividends and distributions made on
UPC's capital stock or rights to acquire such capital stock with UPC's capital
stock or rights to acquire such capital stock, or (v) any declaration of a
dividend in connection with the implementation of UPC's Shareholder Rights Plan
or the redemption or repurchase of any such rights pursuant thereto), or make
any guarantee payments with respect to the foregoing and (b) UPC shall not make
any payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities issued by UPC that rank pari passu with or junior
to the Subordinated Debt Securities.
MODIFICATION OF THE GUARANTEE; ASSIGNMENT
Except with respect to any changes which do not adversely affect the rights
of holders of Capital Securities in any material respect (in which case no vote
of such holders will be required), the Guarantee may be amended only with the
prior approval of the holders of not less than a majority in liquidation amount
of the outstanding Capital Securities. All guarantees and agreements contained
in a Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of UPC and shall inure to the benefit of the holders of the
Capital Securities then outstanding.
TERMINATION
The Guarantee will terminate as to the Capital Securities (a) upon full
payment of the Redemption Price of all Capital Securities, (b) upon distribution
of the Subordinated Debt Securities held by the Trust to the holders of the
Capital Securities or (c) upon full payment of the amounts payable in accordance
with the Declaration upon liquidation of the Trust. The Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
holder of Capital Securities must restore payment of any sums paid under such
Capital Securities or Guarantee.
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EVENTS OF DEFAULT
An event of default under a Guarantee in respect of the Trust will occur
upon the failure of UPC to perform any of its payment or other obligations
thereunder.
The holders of a majority in liquidation amount of the Capital Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee in respect of the Guarantee of
such Capital Securities or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee. A holder of record of
such Capital Securities may institute a legal proceeding directly against UPC to
enforce the Guarantee Trustee's rights under such Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or any
other person or entity. Pursuant to the Guarantee, UPC will waive any right or
remedy to require that any action be brought first against the Trust or any
other person or entity before proceeding directly against UPC.
STATUS OF THE GUARANTEE
UPC's obligations under the Guarantee are subordinate and junior in right
of payment to all present and future Senior Indebtedness (as defined) of UPC and
are also effectively subordinated to claims of creditors of UPC's subsidiaries.
The terms of the Capital Securities provide that each holder of Capital
Securities, by acceptance thereof, agrees to the subordination provisions and
other terms of the Guarantee relating thereto. Because UPC is a holding company,
the right of UPC to participate in any distribution of assets of any subsidiary
upon such subsidiary's liquidation or reorganization or otherwise is subject to
the prior claims of creditors of that subsidiary, except to the extent UPC may
itself be recognized as a creditor of that subsidiary. Accordingly, UPC's
obligations under the Guarantee will be effectively subordinated to all existing
and future liabilities of UPC's subsidiaries, and claimants should look only to
the assets of UPC for payments thereunder. See "Union Planters Corporation." The
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of UPC, including Senior Indebtedness, whether under the
Indenture, any other indenture that UPC may enter into in the future or
otherwise.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, prior to the occurrence of a default with respect to
the Guarantee, undertakes to perform only such duties as are specifically set
forth in such Guarantee and, after default, shall exercise such of the rights
and powers vested in it by such Guarantee, and use the same degree of care and
skill in their exercise, as a prudent individual would exercise or use in the
conduct of his or her own affairs. Subject to such provisions, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by the
Guarantee at the request of any holder of Capital Securities, unless offered
reasonable indemnity against the costs, expenses and liabilities which might be
incurred thereby.
UPC and certain of its affiliates maintain a banking relationship with the
Guarantee Trustee.
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the laws
of the State of New York, without regard to conflict of laws principles.
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES
Set forth below is a description of the principal terms of the Subordinated
Debt Securities. The following description does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, the description
in the Indenture dated as of December 12, 1996 (the "Base Indenture"), among UPC
and The First National Bank of Chicago, as trustee (the "Debt Trustee"), as
supplemented by a First Supplemental Indenture dated as of December 12, 1996
(the Base Indenture, as so supplemented, is herein referred to as the
"Indenture".) Certain capitalized terms used herein are defined in the
Indenture. The terms of the Indenture are those set forth in the Indenture and
those made part thereof by the Trust Indenture Act. The Indenture, by its terms,
requires UPC and the Debt Trustee to comply with the Trust Indenture Act. This
summary of the material terms of the
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Indenture does not purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the Indenture
and the Trust Indenture Act.
Under certain circumstances involving the dissolution of the Trust
following the occurrence of a Tax Event, Subordinated Debt Securities may be
distributed to the holders of the Trust Securities in liquidation of the Trust.
See "Description of the Capital Securities -- Tax Event Redemption."
GENERAL
Concurrently with the issuance of the Old Capital Securities, the Trust
invested the proceeds thereof, together with the consideration paid by UPC for
the Common Securities, in the Old Subordinated Debt Securities issued by UPC.
The Old Subordinated Debt Securities were, and the New Subordinated Debt
Securities exchanged for the Old Subordinated Debt Securities under the Exchange
Offer will be, issued as unsecured debt under the Indenture. Subordinated Debt
Securities will be limited to such amount being the sum of the aggregate stated
liquidation amounts of the Trust Securities.
The Subordinated Debt Securities are not subject to a sinking fund
provision. The entire principal amount of the Subordinated Debt Securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon including Compounded Interest (as defined herein) and Additional
Interest (as defined herein), if any, on December 15, 2026.
If the Subordinated Debt Securities are distributed to holders of Capital
Securities in liquidation of such holders' interests in Trust, the Subordinated
Debt Securities will, with respect to Capital Securities held in book-entry
form, initially be issued as a Global Security (as defined herein) having an
aggregate principal amount equal to the liquidation amount of such Capital
Securities and, with respect to such Capital Securities held in Certificated
non-book entry form, will initially be deemed to be represented by such
certificates and to have an aggregate principal amount equal to the liquidation
amount of such Capital Securities. As described herein, under certain limited
circumstances, Subordinated Debt Securities may be issued in certificated
non-book entry form in exchange for a Global Security. See "-- Book-Entry and
Settlement" below. Subordinated Debt Securities deemed to be represented by a
Capital Security certificate will be issued in certificate form upon
presentation for transfer or reissuance. In the event that Subordinated Debt
Securities are issued in certificated non-book entry form, such Subordinated
Debt Securities will be in denominations of $1,000 and integral multiples
thereof and may be transferred or exchanged at the offices described below.
Payments on Subordinated Debt Securities issued as a Global Security will be
made to DTC, a successor depositary or, in the event that no depositary is used,
to a paying agent for the Subordinated Debt Securities. In the event
Subordinated Debt Securities are issued in certificated non-book entry form,
interest, principal (and premium, if any) will be payable, the transfer of the
Subordinated Debt Securities will be registrable and Subordinated Debt
Securities will be exchangeable for Subordinated Debt Securities of other
denominations of a like aggregate principal amount at the corporate trust office
of the Debt Trustee in New York, New York; provided, however, that payment of
interest may be made at the option of UPC by check mailed to the address of the
holder entitled thereto or by wire transfer to an account appropriately
designated by the holder entitled thereto. Notwithstanding the foregoing, so
long as the holder of any Subordinated Debt Securities is the Institutional
Trustee, the payment of principal (and premium, if any) and interest on the
Subordinated Debt Securities held by such Institutional Trustee will be made at
such place and to such account as may be designated by such Institutional
Trustee.
The Indenture does not contain provisions that afford holders of the
Subordinated Debt Securities protection in the event of a highly leveraged
transaction or other similar transaction involving UPC that may adversely affect
such holders.
SUBORDINATION
The Indenture provides that the Subordinated Debt Securities are
subordinated and junior in right of payment to all Senior Indebtedness of UPC.
No payment of principal (including redemption payments), premium, if any, or
interest on the Subordinated Debt Securities may be made if (i) any Senior
Indebtedness of UPC is not paid when due and any applicable grace period with
respect to a payment default under such Senior Indebtedness has ended and such
default has not been cured or waived or ceased to exist or (ii) the maturity of
any Senior
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Indebtedness of UPC has been accelerated because of a default. Upon any
distribution of assets of UPC to creditors upon any dissolution, winding-up,
liquidation or reorganization, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership or other proceedings, all principal,
premium, if any, and interest due or to become due on all Senior Indebtedness of
UPC must be paid in full before the holders of Subordinated Debt Securities are
entitled to receive or retain any payment. Upon satisfaction of all claims of
all Senior Indebtedness then outstanding, the rights of the holders of the
Subordinated Debt Securities will be subrogated to the rights of the holders of
Senior Indebtedness of UPC to receive payments or distributions applicable to
Senior Indebtedness until all amounts owing on the Subordinated Debt Securities
are paid in full.
The term "Senior Indebtedness" means, with respect to UPC (i) the
principal, premium, if any, and interest in respect of (a) indebtedness of such
obligor for money borrowed and (b) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by such obligor, (ii) all
capital lease obligations of such obligor, (iii) all obligations of such obligor
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such obligor and all obligations of such obligor under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (iv) all obligations of such obligor for the
reimbursement on any letter of credit, any banker's acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging arrangement, any obligation under options or any
similar credit or other transaction, (v) all obligations of the type referred to
in clauses (i) through (iv) above of other persons for the payment of which such
obligor is responsible or liable as obligor, guarantor or otherwise and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
persons secured by any lien on any property or asset of such obligor (whether or
not such obligation is assumed by such obligor), except for (1) any indebtedness
between or among UPC or any affiliate of UPC and (2) any other debt securities
issued pursuant to the Indenture and guarantees in respect of those debt
securities. Such Senior Indebtedness shall continue to be Senior Indebtedness
and shall be entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.
UPC is legal entity separate and distinct from its Banking Subsidiaries and
non-banking affiliates. UPC's principal assets are the stock of its Banking
Subsidiaries and non-banking subsidiaries. UPC relies primarily on dividends
from such subsidiaries to meet its obligations for payment of principal and
interest on its outstanding debt obligations and corporate expenses. The
principal sources of UPC's income are dividends, interest and fees from the
banking and non-banking affiliates. The Banking Subsidiaries of UPC are subject
to certain restrictions imposed by federal law on any extensions of credit to,
and certain other transactions with, UPC and certain other affiliates and on
investments in stock or other securities thereof. In addition, payment of
dividends to UPC by the Banking Subsidiaries is subject to ongoing review by
banking regulators and is subject to various statutory limitations and in
certain circumstances requires approval by banking regulatory authorities.
Accordingly, the Subordinated Debt Securities will be effectively subordinated
to all existing and future liabilities of UPC's subsidiaries.
The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by UPC. UPC had approximately $174.5 million of Senior
Indebtedness as of December 31, 1996 (excluding the Subordinated Debt
Securities).
REDEMPTION
UPC may redeem the Subordinated Debt Securities, in whole or in part, at
any time and from time to time, on or after December 15, 2006 upon not less than
30 nor more than 60 days' notice, at the price (described under "Description of
The Capital Securities -- Redemption," plus accrued and unpaid interest to the
redemption date.
In addition, Subordinated Debt Securities may be redeemed by UPC at any
time in certain circumstances upon the occurrence of a Tax Event as described
under "Description of the Capital Securities -- Tax Event Redemption," upon not
less than 30 nor more than 60 days' notice, at a redemption price equal to 100%
of the principal amount to be redeemed plus any accrued and unpaid interest to
the redemption date. In each case, redemption prior to maturity is subject to
UPC having received prior approval of the Federal Reserve to do so if then
required under applicable capital guidelines or policies of the Federal Reserve.
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INTEREST
Subordinated Debt Securities shall bear interest at the rate of 8.20% per
annum, from the original date of issuance, payable semiannually in arrears on
June 15 and December 15 of each year (each an "Interest Payment Date"),
commencing June 15, 1997, to the person in whose name such Subordinated Debt
Security is registered, subject to certain exceptions, at the close of business
on the Business Day next preceding such Interest Payment Date. The term
"interest" as used herein, as such term relates to the Subordinated Debt
Securities, includes any Compounded Interest, Additional Interest or Special
Payment payable unless otherwise stated. In the event the Subordinated Debt
Securities are not held solely in book-entry only form, UPC shall select
relevant record dates, which shall be 15 days prior to the relevant Interest
Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full semiannual period for which interest is computed
will be computed on the basis of the actual number of days elapsed per 30-day
month. In the event that any date on which interest is payable on the
Subordinated Debt Securities is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
with the same force and effect as if made on such date.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
So long as UPC is not in default in the payment of interest that has become
due and payable on the Subordinated Debt Securities and no accrued interest from
a prior completed extension period is unpaid, UPC shall have the right to defer
payments of interest on the Subordinated Debt Securities by extending the
interest payment period, at any time and from time to time, for Extension
Periods, each not exceeding 10 consecutive semiannual periods, and on the date
on which each such Extension Period ends, or, if such date is not an Interest
Payment Date, on the immediately following Interest Payment Date, UPC shall pay
all interest then accrued and unpaid, together with interest thereon compounded
semiannually at the rate specified for the Subordinated Debt Securities, to the
extent permitted by applicable law ("Compounded Interest"); provided, however,
that during any Extension Period (a) UPC shall not declare or pay dividends on,
make any distribution with respect to, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of its capital stock or rights to
acquire such capital stock (other than (i) purchases or acquisitions of shares
of any such capital stock or rights to acquire such capital stock in connection
with the satisfaction by UPC of its obligations under any employee benefit
plans, (ii) as a result of a reclassification of UPC's capital stock or rights
to acquire such capital stock or the exchange or conversion of one class or
series of UPC's capital stock or rights to acquire such capital stock for
another class or series of UPC's capital stock or rights to acquire such capital
stock, (iii) the purchase of fractional interests in shares of UPC's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (iv) dividends and distributions made
on UPC's capital stock or rights to acquire such capital stock with UPC's
capital stock or rights to acquire such capital stock, or, (v) any declaration
of a dividend in connection with the implementation of UPC's Shareholder Rights
Plan, or the redemption or repurchase of any such rights pursuant thereto), or
make any guarantee payments with respect to the foregoing and (b) UPC shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by UPC that rank pari passu with
or junior to the Subordinated Debt Securities. Prior to the termination of any
such Extension Period, UPC may further defer payments of interest by extending
the interest payment period; provided further, however, that each such Extension
Period, including all such previous and further extensions, may not exceed 10
consecutive semiannual periods or extend beyond the maturity of the Subordinated
Debt Securities. Upon the termination of any Extension Period and the payment of
all amounts then due, UPC may commence a new Extension Period, subject to the
terms set forth in this section. No interest during an Extension Period, except
on the date on which such Extension Period terminates, (or if such date is not
an Interest Payment Date, on the immediately following Interest Payment Date)
shall be due and payable. UPC has no present intention of exercising its right
to defer payments of interest on the Subordinated Debt Securities.
If the Institutional Trustee shall be the sole holder of the Subordinated
Debt Securities, UPC shall give the Regular Trustees, the Institutional Trustee
and the Debt Trustee notice of its initiation of any Extension Period
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one Business Day prior to the earlier of (i) the date Distributions on the
Capital Securities are payable or (ii) the date the Regular Trustees are
required to give notice to holders of the Capital Securities (or any national
securities exchange or other organization on which the Capital Securities are
listed, if any) of the record date or the distribution payment date, in each
case with respect to distributions on the Trust Securities the payment of which
is being deferred. The Regular Trustees shall give notice of UPC's initiation of
any Extension Period to the holders of such Capital Securities. If the
Institutional Trustee shall not be the sole holder of the Subordinated Debt
Securities, UPC shall give the holders of such Subordinated Debt Securities
notice of its initiation of such Extension Period at least 10 Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
the date upon which UPC is required to give notice to holders of such
Subordinated Debt Securities (or any national securities exchange or other
organization on which the corresponding Capital Securities are listed, if any)
of the record date or Interest Payment Date, in each case with respect to
interest payments the payment of which is being deferred.
ADDITIONAL INTEREST
If at any time the Trust shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing authority, then, in any
such case, UPC will pay as additional interest ("Additional Interest") on the
Subordinated Debt Securities held by the Institutional Trustee such additional
amounts as shall be required so that the net amounts received and retained by
the Trust after paying any such taxes, duties, assessments or other governmental
charges will equal the amounts the Trust and the Institutional Trustee would
have received had no such taxes, duties, assessments or other governmental
charges been imposed.
PROPOSED TAX LEGISLATION
On February 6, 1997, President Clinton proposed certain tax law changes
that would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations (the "Proposed Legislation") if
such debt obligations have a maximum term in excess of 15 years and are not
shown as indebtedness on the issuer's applicable consolidated balance sheet. As
currently drafted, the Proposed Legislation would be effective generally for
instruments issued on or after the date of first Congressional committee action.
Under current law, UPC will be able to deduct interest on the Subordinated Debt
Securities and, based upon the effective date of the Proposed Legislation as it
is currently drafted, it is expected that if the Proposed legislation were
enacted, such legislation would not apply retroactively to the Subordinated Debt
Securities. However, if the Proposed Legislation is enacted with retroactive
effect with respect to the Subordinated Debt Securities, UPC would not be
entitled to an interest deduction with respect to the Subordinated Debt
Securities. There can be no assurance, however, that the Proposed Legislation,
if enacted, will not apply retroactively to the Subordinated Debt Securities or
that other legislation enacted after the date hereof will not otherwise
adversely affect the ability of UPC to deduct the interest payable on the
Subordinated Debt Securities. Accordingly, there can be no assurance that a Tax
Event will not occur which would permit UPC to cause a redemption of the Capital
Securities. See "-- Redemption; Distribution" and "Description of the
Subordinated Debt Securities -- Proposed Tax Legislation."
CERTAIN COVENANTS
If (i) there shall have occurred and be continuing any event that would
constitute an Event of Default (as defined herein), (ii) UPC shall be in default
with respect to its payment of any obligations under the Guarantee or Common
Securities Guarantee (as defined in the Indenture), or (iii) UPC shall have
given notice of its election to defer payments of interest on the Subordinated
Debt Securities by extending the interest payment period as provided in the
Indenture and such period, or any extension thereof, shall be continuing, then
(a) UPC shall not declare or pay any dividend on, make a distribution with
respect to, or redeem, purchase or make a liquidation payment with respect to,
any of its capital stock or rights to acquire such capital stock (other than (i)
purchases or acquisitions of shares of any such capital stock or rights to
acquire such capital stock in connection with the satisfaction by UPC of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of UPC's capital stock or rights to acquire such capital stock
or the exchange or conversion of one class or series of
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UPC's capital stock or rights to acquire such capital stock for another class or
series of UPC's capital stock or rights to acquire such capital stock, (iii) the
purchase of fractional interests in shares of UPC's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (iv) any declaration of a dividend in connection
with the implementation of UPC's Shareholder Rights Plan, or the redemption or
repurchase of any such rights pursuant thereto, or (v) dividends and
distributions made on UPC's capital stock or rights to acquire such capital
stock with UPC's capital stock or rights to acquire such capital stock), or make
guarantee payments with respect to the foregoing and (b) UPC shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by UPC that rank pari passu with or junior to
such Subordinated Debt Securities.
For so long as such Trust Securities remain outstanding, UPC covenants (i)
to maintain 100% ownership of the Common Securities; provided, however, that any
permitted successor of UPC under the Indenture may succeed to UPC's ownership of
such Common Securities, (ii) to use its reasonable efforts to cause the Trust
(a) to remain a statutory business trust, except in connection with the
distribution of Subordinated Debt Securities to the holders of Trust Securities
in liquidation of the Trust, the redemption of all of the Trust Securities of
the Trust or certain mergers, consolidations or amalgamations, each as permitted
by the Declaration, and (b) to otherwise continue to be classified as a grantor
trust for United States federal income tax purposes and (iii) to use its
reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Subordinated Debt Securities
issued to the Trust.
LIMITATION ON MERGERS AND SALES OF ASSETS
Nothing contained in the Indenture or in the Subordinated Debt Securities
shall prevent any consolidation or merger of UPC with or into any other
corporation (whether or not affiliated with UPC) or successive consolidations or
mergers in which UPC or its successor or successors shall be a party, or shall
prevent any sale, conveyance, transfer or other disposition of the property of
UPC or its successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with UPC or its
successor or successors) authorized to acquire and operate the same; provided,
however, UPC shall, upon any such consolidation, merger, sale, conveyance,
transfer or other disposition, cause the obligations of UPC under the
Subordinated Debt Securities and under the Indenture to be expressly assumed, by
supplemental indenture satisfactory in form to the Debt Trustee and executed and
delivered to the Debt Trustee, by the successor entity formed by such
consolidation or into which UPC shall have been merged, or which shall have
acquired such property. Upon execution and delivery of such supplemental
indenture to the Debt Trustee, such successor entity will be substituted under
the Indenture and thereupon UPC will be relieved of any further liability or
obligation thereunder.
EVENTS OF DEFAULT, WAIVER AND NOTICE
The Indenture provides that any one or more of the following described
events which has occurred and is continuing with respect to the Subordinated
Debt Securities constitutes an "Event of Default" with respect to the
Subordinated Debt Securities:
(a) default for 30 days in payment of any interest on the Subordinated
Debt Securities, including any Compounded Interest, Additional Interest or
Special Payment in respect thereof, when due; provided, however, that a
valid extension of the interest payment period by UPC shall not constitute
a default in the payment of interest for this purpose; or
(b) default in payment of principal and premium, if any, on the
Subordinated Debt Securities when due either at maturity, upon redemption,
by declaration or otherwise; provided, however, that a valid extension of
the maturity of such Subordinated Debt Securities shall not constitute a
default for this purpose; or
(c) default resulting in acceleration of other indebtedness of UPC for
borrowed money where the aggregate principal amount so accelerated exceeds
$25 million and such acceleration is not rescinded or annulled within 30
days after the written notice thereof to UPC by the Trustee or to UPC and
the Trustee by the holders of 25% in aggregate principal amount of the
Subordinated Debt Securities then outstanding; or
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(d) default by UPC in the performance of any other of the covenants or
agreements in the Indenture which shall not have been remedied for a period
of 90 days after notice; or
(e) certain events of bankruptcy, insolvency or reorganization of UPC;
or
(f) as to Subordinated Debt Securities issued to the Trust, the
voluntary or involuntary dissolution, winding-up or termination of the
Trust, except in connection with the distribution of Subordinated Debt
Securities to the holders of Trust Securities in liquidation of the Trust,
the redemption of all of the Trust Securities of the Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the
Declaration.
The Indenture provides that the Debt Trustee may, under certain
circumstances, withhold from the holders notice of default with respect to the
Subordinated Debt Securities (except for any default in payment of principal of
or interest or premium on the Subordinated Debt Securities) if the Debt Trustee
considers it in the interest of such holders to do so.
The Indenture provides that if an Event of Default on the Subordinated Debt
Securities shall have occurred and be continuing, either the Debt Trustee or the
holders of not less than 25% in aggregate principal amount of the Subordinated
Debt Securities then outstanding may declare the principal of and accrued
interest on all Subordinated Debt Securities to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past defaults
may be waived (except defaults in payment of principal of, or interest or
premium on, the Subordinated Debt Securities, which must be cured or paid in
full) by the holders of a majority in aggregate principal amount of the
Subordinated Debt Securities then outstanding.
No holder of any Subordinated Debt Security shall have any right to
institute any suit, action or proceeding for any remedy under the Indenture,
unless such holder previously shall have given to the Debt Trustee written
notice of a continuing Event of Default with respect to the Subordinated Debt
Securities and unless the holders of not less than 25% in aggregate principal
amount of the Subordinated Debt Securities then outstanding shall have given the
Debt Trustee a written request to institute such action, suit or proceeding and
shall have offered to the Debt Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred thereby, and
the Debt Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding;
provided, however, that no holder of Subordinated Debt Securities shall have any
right to prejudice the rights of any other holder of Subordinated Debt
Securities, obtain priority or preference over any other such holder or enforce
any right under the Indenture except as provided in the Indenture and for the
equal, ratable and common benefit of all holders of Subordinated Debt
Securities. Notwithstanding the foregoing, the right of any holder of any
Subordinated Debt Security to receive payment of the principal of, premium, if
any, and interest, if any, on such Subordinated Debt Security when due, or to
institute suit for the enforcement of any such payment, shall not be impaired or
affected without the consent of such holder.
The holders of a majority in aggregate principal amount of the Subordinated
Debt Securities then outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to, or
exercising any trust or power conferred on, the Debt Trustee under the
Indenture; provided, however, that, except under certain circumstances, the Debt
Trustee may decline to follow any such direction if the Debt Trustee determines
that the action so directed would be unjustly prejudicial to holders not taking
part in such direction, or unlawful, or would involve the Debt Trustee in
personal liability. The Indenture requires the annual filing by UPC with the
Debt Trustee of a certificate as to the absence of certain defaults under the
Indenture.
An Event of Default under the Indenture also constitutes a Declaration
Event of Default. The holders of Capital Securities in certain circumstances
have the right to direct the Institutional Trustee to exercise its rights as the
holder of the Subordinated Debt Securities. See "Description of the Capital
Securities -- Declaration Events of Default" and "-- Voting Rights."
Notwithstanding the foregoing, if an Indenture Event of Default has occurred and
is continuing and such event is attributable to the failure of UPC to pay
interest or principal (or premium, if any) on the Subordinated Debt Securities
on the respective dates such interest or principal (or premium, if any) is
payable (or in the case of redemption, on the redemption date), UPC acknowledges
that a
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holder of record of Capital Securities may institute a Direct Action for
payment, on or after the respective due dates specified in such Subordinated
Debt Securities, to such holder directly of the principal of (or premium, if
any) or interest on Subordinated Debt Securities having an aggregate principal
amount equal to the aggregate liquidation amount of the Capital Securities of
such holder. Notwithstanding any payments made to such holder of Capital
Securities by UPC in connection with a Direct Action, UPC shall remain obligated
to pay the principal of (or premium, if any) or interest on the Subordinated
Debt Securities held by the Trust or the Institutional Trustee, and UPC shall be
subrogated to the rights of such holder of such Capital Securities under the
Declaration to the extent of any payments made by UPC to such holder in any
Direct Action; provided, however, that no such subrogation right may be
exercised so long as a Declaration Event of Default has occurred and is
continuing. Except to the extent described above under "Description of the
Capital Securities -- Declaration Events of Default -- and "-- Voting Rights,"
the holders of Capital Securities will not be able to exercise directly any
other remedy available to the holders of the Subordinated Debt Securities.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting UPC and the Debt Trustee, with
the consent of the holders of not less than a majority in principal amount of
the Subordinated Debt Securities of all series affected (voting as one class) at
the time outstanding, to modify the Indenture or any supplemental indenture or
the rights of the holders of the Subordinated Debt Securities; provided,
however, that no such modification shall, without the consent of the holder of
each Subordinated Debt Security so affected (i) extend the fixed maturity of any
Subordinated Debt Security, or reduce the principal amount thereof or any
redemption premium thereon, or reduce the rate or extend the time of payment of
interest thereon, or make the principal of, or interest or premium on, the
Subordinated Debt Securities payable in any coin or currency other than that
provided in the Subordinated Debt Securities, or impair or affect the right of
any holder of Subordinated Debt Securities to institute suit for the payment
thereof, or (ii) reduce the aforesaid percentage of Subordinated Debt Securities
the consent of the holders of which is required for any such modification.
UPC and the Debt Trustee may enter into supplemental indentures, without
the consent of any holder of the Subordinated Debt Securities: (i) to evidence
the succession of another corporation to UPC and the assumption by the successor
corporation of the covenants, agreements and obligations of UPC pursuant to the
Indenture; (ii) to add to the covenants of UPC such further covenants,
restrictions or conditions for the protection of the holders of the Subordinated
Debt Securities and to make the occurrence, or the occurrence and continuance
(including any or no grace periods), of a default in any of such additional
covenants, restrictions or conditions a default or an Event of Default
permitting the enforcement of remedies provided in the Indenture; (iii) to cure
any ambiguity or to correct or supplement any provision contained in the
Indenture or in any supplemental indenture which may be defective or
inconsistent with any other provision contained therein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under the Indenture; provided, however, that any such action shall not
adversely affect the interests of the holders of the Subordinated Debt
Securities; (iv) to add to, delete from, or revise the terms of the Subordinated
Debt Securities to provide for transfer procedures and restrictions
substantially similar to those applicable to the Capital Securities (for
purposes of assuring that no registration of Subordinated Debt Securities is
required under the Securities Act); (v) to evidence and provide for the
acceptance of appointment under the Indenture by a successor Debt Trustee with
respect to the Subordinated Debt Securities and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the Trust under the Indenture by more than one Debt
Trustee, pursuant to the Indenture; (vi) to make any change that does not
adversely affect the rights of any holder of any Subordinated Debt Security in
any material respect; or (vii) to provide for the issuance, and establish the
form and terms and conditions of the Subordinated Debt Securities, to establish
the form of any certifications required to be furnished pursuant to the terms of
the Indenture or the Subordinated Debt Securities or to add to the rights of the
holders of the Subordinated Debt Securities.
THE DEBT TRUSTEE
UPC may have normal banking relationships with the Debt Trustee in the
ordinary course of business.
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BOOK-ENTRY AND SETTLEMENT
If distributed to holders of Capital Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the Trust as
a result of the occurrence of a Tax Event, the Subordinated Debt Securities will
with respect to such Capital Securities held in book-entry form, initially be
issued in the form of one or more global certificates (each a "Global Security")
registered in the name of the Depositary or its nominee. Except under the
limited circumstances described below, Subordinated Debt Securities represented
by a Global Security will not be exchangeable for, and will not otherwise be
issuable as, Subordinated Debt Securities in definitive form. The Global
Securities described above may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or to a successor depositary or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.
Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to receive physical delivery of Subordinated Debt
Securities in definitive form and will not be considered the holders (as defined
in the Indenture) thereof for any purpose under the Indenture, and no Global
Security representing Subordinated Debt Securities shall be exchangeable, except
for another Global Security of like denomination and tenor to be registered in
the name of the Depositary or its nominee or to a successor Depositary or its
nominee. Accordingly, each Beneficial Owner must rely on the procedures of the
Depositary, or if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest to exercise any rights
of a holder under the Indenture.
THE DEPOSITARY
If Subordinated Debt Securities are distributed to holders of Capital
Securities in liquidation of such holders' interests in the Trust, DTC will act
as securities Depositary for the Subordinated Debt Securities issued by the
Trust. For a description of DTC and the specific terms of the depositary
arrangements, see "Description of the Capital Securities -- Book-Entry Only
Issuance -- The Depository Trust Company." As of the date of this Prospectus,
the description herein of DTC's book-entry system and DTC's practices as they
relate to purchases, transfers, notices and payments with respect to the Capital
Securities apply in all material respects to any debt obligations represented by
one or more Global Securities held by DTC. UPC may appoint a successor to DTC or
any successor depositary in the event DTC or such successor depositary is unable
or unwilling to continue as the Depositary for the Global Securities.
None of UPC, the Trust, the Institutional Trustee any paying agent and any
other agent of UPC, or the Debt Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for the Subordinated Debt
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITARY'S SERVICES
A Global Security shall be exchangeable for Subordinated Debt Securities
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies UPC that it is unwilling or unable to continue as
a depositary for such Global Security and no successor depositary shall have
been appointed, (ii) the Depositary, at any time, ceases to be a clearing agency
registered under the Exchange Act at which time the Depositary is required to be
so registered to act as such depositary and no successor depositary shall have
been appointed, (iii) UPC, in its sole discretion, determines that such Global
Security shall be so exchangeable or (iv) there shall have occurred an Indenture
Event of Default. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Subordinated Debt Securities
registered in such names as the Depositary shall direct. It is expected that
such instructions will be based upon directions received by the Depositary from
its Participants with respect to ownership of beneficial interests in such
Global Security.
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RESTRICTIONS ON TRANSFER
The Subordinated Debt Securities will be issued and may be transferred only
in blocks having a Liquidation Amount of not less than $100,000. Any such
transfer of Subordinated Debt Securities in a block having a Liquidation Amount
of less than $100,000 shall be deemed to be null and void and of no legal effect
whatsoever. Any such transferee shall not be deemed to be the holder of such
Subordinated Debt Securities for any purpose, including but not limited to the
receipt of payments on such Subordinated Debt Securities, and such transferee
shall be deemed to have no interest whatsoever in such Subordinated Debt
Securities.
GOVERNING LAW
The Indenture and the Subordinated Debt Securities are governed by, and
will be construed in accordance with, the laws of the State of New York, without
regard to conflict of laws principles.
MISCELLANEOUS
The Indenture provides that UPC will pay all fees and expenses related to
(i) the offering and sale of the Trust Securities and the Subordinated Debt
Securities, (ii) the organization, maintenance and dissolution of the Trust,
(iii) the retention of the Union Planters Trustees and (iv) the enforcement by
the Institutional Trustee of the rights of the holders of the Capital
Securities.
UPC will have the right at all times to assign any of its respective rights
or obligations under the Indenture to a direct or indirect wholly owned
subsidiary of UPC; provided, however, that in the event of any such assignment,
UPC will remain liable for all of its respective obligations. Subject to the
foregoing, the Indenture will be binding upon and inure to the benefit of the
parties thereto and their respective successors and assigns. The Indenture
provides that it may not otherwise be assigned by the parties thereto.
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EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT
SECURITIES AND THE GUARANTEE
As set forth in the Declaration, the sole purpose of the Trust is to issue
and sell the Trust Securities evidencing undivided beneficial interests in the
assets of the Trust, and to invest the proceeds from such issuance and sale in
the Subordinated Debt Securities issued by UPC.
As long as payments of interest and other payments are made when due on the
Subordinated Debt Securities, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the following
factors: (i) the aggregate principal amount of Subordinated Debt Securities will
be equal to the aggregate stated liquidation amount of the Trust Securities;
(ii) the interest rate and the interest and other payment dates on the
Subordinated Debt Securities will match the distribution rate and distribution
and other payment dates for such Capital Securities; (iii) UPC shall pay all,
and the Trust shall not be obligated to pay directly or indirectly any, costs,
expenses, debt, and obligations of the Trust (other than with respect to such
Trust Securities); and (iv) the Declaration further provides that the Trustees
of the Trust shall not take or cause or permit the Trust to, among other things,
engage in any activity that is not consistent with the purposes of the Trust.
Payments of Distributions (to the extent funds therefor are available to
the Trust) and other payments due on the Capital Securities (to the extent funds
therefor are available to the Trust) are guaranteed by UPC as described under
"Description of the Guarantee." If UPC does not make interest payments on the
Subordinated Debt Securities, it is expected that the Trust will not have
sufficient funds to pay Distributions on the Capital Securities. The Guarantee
will not apply to any payment of Distributions except to the extent that Trust
has funds available for the payment of such Distributions. The Guarantee will
cover the payment of Distributions and other payments on the Capital Securities
only if and to the extent that UPC has made payments of interest or principal
(or premium, if any) on the Subordinated Debt Securities held by the Trust as
its sole assets. The Guarantee, when taken together with UPC's obligations under
the Subordinated Debt Securities and the Indenture, including its obligations to
pay costs, expenses, debts and liabilities of the Trust (other than with respect
to the Trust Securities), the Indenture and the Declaration, provide a full and
unconditional guarantee on a subordinated basis by UPC of amounts when due on
the Capital Securities issued by the Trust.
If UPC fails to make interest or other payments on the Subordinated Debt
Securities when due (after giving effect to any extension period), the
Declaration provides a mechanism whereby the holders of the Capital Securities,
using the procedures described herein under "Description of the Capital
Securities -- Book-Entry Only Issuance -- The Depository Trust Company" and
"-- Voting Rights," may direct the Institutional Trustee, to the fullest extent
permitted by law, to enforce its rights under the Subordinated Debt Securities.
If the Institutional Trustee fails to enforce its rights under the Subordinated
Debt Securities after a majority in liquidation amount of Capital Securities
have so directed the Institutional Trustee, a holder of record of the Capital
Securities may institute a legal proceeding against UPC to enforce the
Institutional Trustee's rights under the Subordinated Debt Securities without
first instituting any legal proceedings against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration Event of
Default has occurred and is continuing and such event is attributable to the
failure of UPC to pay principal (or premium, if any) or interest on the
Subordinated Debt Securities on the respective dates such principal (or premium,
if any) or interest on the Subordinated Debt Securities on the respective dates
such principal (or premium, if any) or interest is payable (or in the case of
redemption, on the redemption date), then a holder of record of Capital
Securities may institute a Direct Action for payment on or after the respective
due dates specified in the Subordinated Debt Securities. In connection with such
Direct Action, UPC will be subrogated to the rights of such holder of Capital
Securities under the Declaration to the extent of any payment made by UPC to
such holder of Capital Securities in such Direct Action; provided, however, that
no such subrogation right may be exercised so long as a Declaration Event of
Default has occurred and is continuing.
Because UPC is a holding company, the Subordinated Debt Securities and the
Guarantee are effectively subordinated to all existing and future liabilities,
including trade parables, of UPC's subsidiaries, except to the extent that UPC
is a creditor of the subsidiaries recognized as such.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives New Capital Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Capital Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Capital Securities received
in exchange for Old Capital Securities where such New Capital Securities were
acquired as a result of market-making activities or other trading activities.
UPC and the Trust have agreed that, starting on the date of the original
issuance of the Old Capital Securities and ending on the close of business one
year after such date, they will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until December 12, 1997, all dealers offering transactions
in the New Capital Securities may be required to deliver a Prospectus.
UPC and the Trust will not receive any proceeds from any sale of New
Capital Securities by broker-dealers. New Capital Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time-to-time in one or more transactions in the over-the counter market, in
negotiated transactions, through the writing of options on the New Capital
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such New Capital Securities. Any broker-dealer that resells New Capital
Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such New
Capital Securities may be deemed to be an "underwriter" within the meaning of
the Securities Act and any profit of any such resale of New Capital Securities
and any commissions or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Each broker-dealer that surrenders Old Capital Securities pursuant to the
Exchange Offer will be deemed to have agreed, by execution of the Letter of
Transmittal, to comply with applicable laws in connection with offers and sales
by way of this Prospectus including without limitation the prospectus delivery
requirements of the Securities Act and the applicable requirements of Rules
10b-5 and 10b-6 under the Exchange Act and to discontinue offers and sales upon
notice from UPC of the happening of any event that requires the making of
changes in the Registration Statement or the Prospectus so that the statements
therein are not misleading and do not omit to state a material fact required to
be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading. UPC has agreed, subject to certain exceptions, to make any such
required change promptly following the occurrence of any such event.
For a period of one year after the original issuance of the Old Capital
Securities, UPC and the Trust will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. UPC and
the Trust have agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holders of the Old Capital
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the holders of the Old Capital Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
UNITED STATES FEDERAL INCOME TAXATION
GENERAL
In addition to the two specific opinions referred to below under "-- U.S.
Holders -- Characterization of the Trust" and "-- U.S.
Holders -- Characterization of the Subordinated Debt Securities," Wyatt, Tarrant
& Combs, counsel to UPC and the Trust ("Counsel"), has, in connection with the
issuance of the Old Capital Securities, rendered its opinion generally to the
effect that, subject to the exceptions and qualifications set forth therein, the
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discussion of United States Federal Income Taxation which follows summarizes the
material United States federal income tax consequences of the purchase,
ownership and disposition of Capital Securities.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations thereunder, and administrative and judicial
interpretations thereof, each as of the date hereof, all of which are subject to
change, possibly on a retroactive basis.
Except as otherwise stated, this summary deals only with Capital Securities
held as a capital asset by a holder who or which (i) purchased Capital
Securities upon original issuance (an "Initial Holder") and (ii) is a US Holder
(as defined below). It does not deal with all aspects of United States federal
income taxation, nor with the particular United States federal income tax
(hereafter, "income tax") consequences which may be applicable to certain
classes of US Holders (such as banks, thrift institutions, real estate
investment trusts, regulated investment companies, insurance companies, brokers
and dealers in securities or currencies, other financial institutions, tax-
exempt organizations, persons holding Capital Securities as a position in a
"straddle," as part of a "synthetic security" or hedge, as part of a "conversion
transaction" or as part of any other integrated investment, persons having a
functional currency other than the U.S. Dollar and certain United States
expatriates). Further, this summary does not address (a) the income tax
consequences to shareholders in, or partners or beneficiaries of, a holder of
Capital Securities, (b) the United States federal alternative minimum tax
consequences of the purchase, ownership or disposition of Capital Securities, or
(c) any state, local or foreign tax consequences of the purchase, ownership and
disposition of Capital Securities.
A "US Holder" is a holder of Capital Securities who or which is a citizen
or individual resident (or is treated as a citizen or individual resident) of
the United States for income tax purposes, a corporation or partnership created
or organized (or treated as created or organized for income tax purposes) in or
under the laws of the United States or any political subdivision thereof, or a
trust or estate the income of which is includible in its gross income for United
States federal income tax purposes without regard to its source. (For taxable
years beginning after December 31, 1996 (or for the immediately preceding
taxable year, if the trustee of a trust so elects), a trust is a US Holder for
income tax purposes if, and only if, (i) a court within the United States is
able to exercise primary supervision over the administration of the trust and
(ii) one or more United States trustees have the authority to control all
substantial decisions of the trust.
The authorities on which this summary is based are subject to various
interpretations and the opinions of counsel are not binding on the Internal
Revenue Service (the "Service") or the courts, either of which could take a
contrary position. Moreover, no rulings have been or will be sought from the
Service with respect to the transactions described herein. Accordingly, there
can be no assurance that the Service will not challenge the opinions expressed
herein or that a court would not sustain such a challenge.
EXCHANGE OF CAPITAL SECURITIES
The exchange of Old Capital Securities for New Capital Securities should
not be a taxable event to holders for federal income tax purposes. Accordingly a
holder will have the same adjusted basis and holding period in the New Capital
Securities as the holder had in the Old Capital Securities immediately before
the exchange.
US HOLDERS
Characterization of the Trust
In connection with the issuance of the Old Capital Securities, Counsel
rendered its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the Declaration (and other
documents), and based on certain assumptions and qualifications referenced in
the opinion, the Trust will be characterized for United States federal income
tax purposes as a grantor trust and will not be characterized as an association
taxable as a corporation for such purposes. Accordingly, for income tax
purposes, each holder of Capital Securities generally will be considered the
owner of an undivided interest in the Subordinated Debt Securities owned by the
Trust, and each US Holder will be required to include all income or gain
recognized for income tax purposes with respect to its allocable share of the
Subordinated Debt Securities on its own income tax return.
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<PAGE> 65
CHARACTERIZATION OF THE SUBORDINATED DEBT SECURITIES
In connection with the issuance of the Subordinated Debt Securities,
Counsel rendered its opinion generally to the effect that, under then current
law and assuming full compliance with the terms of the Indenture (and other
documents), and based on certain assumptions and qualifications referenced in
the opinion, the Subordinated Debt Securities will be characterized for United
States federal income tax purposes as debt of UPC.
Original Issue Discount
Under the terms of the Subordinated Debt Securities, UPC has the option to
defer payments of interest from time-to-time by extending the interest payment
period for a period not exceeding 10 consecutive semiannual periods, but not
beyond the maturity of the Subordinated Debt Securities. Recently issued
Treasury regulations under Section 1273 of the Code provide that debt
instruments like the Subordinated Debt Securities will not be considered issued
with OID by reason of UPC's option to defer payments of interest if the
likelihood of deferral is "remote."
UPC has concluded, and this discussion assumes, that, as of the date of
this Prospectus, the likelihood of exercise of that option is "remote" within
the meaning of the applicable regulations, in part because exercising that
option would prevent UPC from declaring dividends on its capital stock and would
prevent UPC from making any payments with respect to debt securities that rank
pari passu or junior to the Subordinated Debt Securities. Therefore, the
Subordinated Debt Securities should not be treated as issued with OID by reason
of UPC's deferral option. Rather, stated interest on the Subordinated Debt
Securities will generally be taxable to a US Holder as ordinary income, when
paid or accrued in accordance with that holder's method of accounting for income
tax purposes. It should be noted, however, that these regulations have not yet
been addressed in any rulings or other interpretations by the Service.
Accordingly, it is possible that the Service could take a position contrary to
the interpretation described herein.
In the event UPC subsequently exercised its option to defer payments of
interest, the Subordinated Debt Securities would be treated as reissued for OID
purposes and the sum of the remaining interest payments on the Subordinated Debt
Securities would thereafter be treated as OID, which would accrue, and be
includible in a US Holder's taxable income, on an economic accrual basis
(regardless of the US Holder's method of accounting for income tax purposes)
over the remaining term of the Subordinated Debt Securities (including any
period of interest deferral), without regard to the timing of payments under the
Subordinated Debt Securities. (Subsequent distributions of interest on the
Subordinated Debt Securities generally would not be taxable.) The amount of OID
that accrued in any period would generally equal the amount of interest that
accrued on the Subordinated Debt Securities in that period at the stated
interest rate. Consequently, during any period of interest deferral, US Holders
will include OID in gross income in advance of the receipt of cash, and a US
Holder which disposes of a Capital Security prior to the record date for payment
of distributions on the Subordinated Debt Securities following that period will
be subject to income tax on OID accrued through the date of disposition (and not
previously included in income), but will not receive cash from the Trust with
respect to that OID.
If UPC's option to defer payments of interest were not treated as remote,
the Subordinated Debt Securities would be treated as initially issued with OID
in an amount equal to the aggregate stated interest over the term of the
Subordinated Debt Securities. That OID would generally be includible in a US
Holder's taxable income, over the term of the Subordinated Debt Securities, on
an economic accrual basis.
Characterization of Income
Because the income underlying the Capital Securities will not be
characterized as dividends for income tax purposes, corporate holders of Capital
Securities will not be entitled to a dividends-received deduction for any income
recognized with respect to the Capital Securities.
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<PAGE> 66
Market Discount and Bond Premium
Holders of Capital Securities other than Initial Holders may be considered
to have acquired their undivided interests in the Subordinated Debt Securities
with market discount or acquisition premium (as each phrase is defined for
income tax purposes).
Receipt of Subordinated Debt Securities or Cash Upon Liquidation of The Trust
The Company will have the right to distribute Subordinated Debt Securities
to holders in exchange for the Capital Securities and in liquidation of the
Trust. Except as discussed below, such a distribution would not be a taxable
event for income tax purposes, and each US Holder would have an aggregate
adjusted basis in its Subordinated Debt Securities for income tax purposes equal
to such holder's aggregate adjusted basis in its Capital Securities. For income
tax purposes, a US Holder's holding period in the Subordinated Debt Securities
received in such a liquidation of the Trust would include the period during
which the Capital Securities were held by the holder. If, however, the relevant
event is a Tax Event which results in the Trust being treated as an association
taxable as a corporation, the distribution would likely constitute a taxable
event to US Holders of the Capital Securities for income tax purposes.
Under certain circumstances described herein (see "Description of the
Capital Securities"), the Subordinated Debt Securities may be redeemed for cash
and the proceeds of such redemption distributed to holders in redemption of
their Capital Securities. Such a redemption would be taxable for income tax
purposes, and a US Holder would recognize gain or loss as if it had sold the
Capital Securities for cash. See "Sales of Capital Securities" below.
Sales of Capital Securities
A US Holder that sells Capital Securities will recognize gain or loss equal
to the difference between its adjusted basis in the Capital Securities and the
amount realized on the sale of such Capital Securities. A US Holder's adjusted
basis in the Capital Securities generally will be its initial purchase price,
increased by OID previously included (or currently includible) in such holder's
gross income to the date of disposition, and decreased by payments received on
the Capital Securities (other than any interest received with respect to the
period prior to the effective date of UPC's first exercise of its option to
defer payments of interest). Any such gain or loss generally will be capital
gain or loss, and generally will be a long-term capital gain or loss if the
Capital Securities have been held for more than one year.
A holder who disposes of its Capital Securities between record dates for
payments of distributions thereon will be required to include accrued but unpaid
interest (or OID) on the Subordinated Debt Securities through the date of
disposition in its taxable income for income tax purposes (notwithstanding that
the holder may receive a separate payment from the purchaser with respect to
accrued interest), and to deduct that amount from the sales proceeds received
(including the separate payment, if any, with respect to accrued interest) for
the Capital Securities (or as to OID only, to add such amount to such holder's
adjusted tax basis in its Capital Securities). To the extent the selling price
is less than the holder's adjusted tax basis (which will include accrued but
unpaid OID, if any), a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.
NON-US HOLDERS
The following discussion applies to an Initial Holder who is not a US
Holder (a Non-US Holder").
Payments to a holder of a Capital Security which is a Non-US Holder, will
generally not be subject to withholding of income tax, provided that (a) the
beneficial owner of the Capital Security does not (directly or indirectly,
actually or constructively) own 10% or more of the total combined voting power
of all classes of stock of UPC entitled to vote, (b) the beneficial owner of the
Capital Security is not a controlled foreign corporation that is related to UPC
through stock ownership, and (c) either (I) the beneficial owner of the Capital
Securities certifies to the Trust or its agent, under penalties of perjury, that
it is a Non-US Holder and provides its name and address, or (II) a securities
clearing organization, bank or other financial institution that holds customers'
59
<PAGE> 67
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Capital Security in such capacity, certifies to the
Trust or its agent, under penalties of perjury, that such a statement has been
received from the beneficial owner by it or by another Financial Institution
between it and the beneficial owner in the chain of ownership, and furnishes the
Trust or its agent with a copy thereof.
As discussed above (see "Description of the Capital Securities-Tax Event
Redemption"), changes in legislation affecting the income tax consequences of
the Subordinated Debt Securities are possible, and could adversely affect the
ability of UPC to deduct the interest payable on the Subordinated Debt
Securities. Moreover, any such legislation could, as the Proposed Legislation
would have, adversely affect Non-US Holders by characterizing income derived
from the Subordinated Debt Securities as dividends, generally subject to a 30%
income tax (on a withholding basis) when paid to a Non-US Holder, rather than as
interest which, as discussed above, is generally exempt from income tax in the
hands of a Non-US Holder.
A Non-US Holder of a Capital Security will generally not be subject to
withholding of income tax on any gain realized upon the sale or other
disposition of a Capital Security.
A Non-US Holder which holds Capital Securities in connection with the
active conduct of a United States trade or business will be subject to income
tax on all income and gains recognized with respect to its proportionate share
of the Subordinated Debt Securities.
INFORMATION REPORTING
In general, information reporting requirements will apply to payments made
on, and proceeds from the sale of, Capital Securities held by a noncorporate US
Holder within the United States. In addition, payments made on, and payments of
the proceeds from the sale of, Capital Securities to or through the United
States office of a broker are subject to information reporting unless the holder
thereof certifies as to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding (see "Backup
Withholding" below). Taxable income on the Capital Securities for a calendar
year should be reported to US Holders on Forms 1099 by the following January
31st.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the Capital Securities may
be subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification or exemption requirements. Any amounts so withheld will
be allowed as a credit against the holder's income tax liability, or refunded,
provided the required information is provided to the United States Internal
Revenue Service.
THE PRECEDING DISCUSSION IS ONLY A SUMMARY AND DOES NOT ADDRESS THE
CONSEQUENCES TO A PARTICULAR HOLDER OF THE PURCHASE, OWNERSHIP AND DISPOSITION
OF CAPITAL SECURITIES. POTENTIAL HOLDERS OF CAPITAL SECURITIES ARE URGED TO
CONTACT THEIR OWN TAX ADVISORS TO DETERMINE THEIR PARTICULAR TAX CONSEQUENCES.
ERISA CONSIDERATIONS
Each fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") (a "Plan"), should consider the fiduciary standards of ERISA in the
context of the Plan's particular circumstances before authorizing an investment
in the Capital Securities. Accordingly, among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents
and instruments governing the plan.
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well
as individual retirement accounts and Keogh plans subject to Section 4975 of the
Code (also "Plans"), from engaging in certain transactions involving "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified
persons" under the Code ("Parties in Interest") with respect to such Plan. A
violation of these "prohibited transaction" rules may result in an excise tax or
other liabilities under ERISA and/or Section 4975 of the Code for such persons,
unless exemptive relief is available under an applicable statutory or
administrative exemption.
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<PAGE> 68
Employee benefit plans that are governmental plans (as defined in Section 3(32)
of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
foreign plans (as described in Section 4(b)(5) of ERISA) are not subject to the
requirements of ERISA or Section 4975 of the Code.
Under a regulation (the "Plan Assets Regulation") issued by the U.S.
Department of Labor (the "DOL"), the assets of the Trust would be deemed to be
"plan assets" of a Plan for purposes of ERISA and Section 4975 of the Code if
"plan assets" of the Plan were used to acquire an equity interest in such Trust
and no exception were applicable under the Plan Assets Regulation. An "equity
interest" is defined under the Plan Assets Regulation as any interest in an
entity other than an instrument which is treated as indebtedness under
applicable local law and which has no substantial equity features and
specifically includes a beneficial interest in a trust.
Pursuant to an exception contained in the Plan Assets Regulation, the
assets of the Trust would not be deemed to be "plan assets" of investing Plans
if, immediately after the most recent acquisition of any equity interest in the
Trust, less than 25% of the value of each class of equity interests in the Trust
were held by Plans, other employee benefit plans not subject to ERISA or Section
4975 of the Code (such as governmental, church and foreign plans), and entities
holding assets deemed to be "plan assets" of any Plan (collectively, "Benefit
Plan Investors"). No assurance can be given by the Initial Purchasers that the
value of the Capital Securities held by Benefit Plan investors will be less than
25% of the total value of such Capital Securities at the completion of the
initial offering or thereafter, and no monitoring other or measures will be
taken with respect to the satisfaction of the conditions to this exception. All
of the Common Securities will be purchased and held by UPC.
Certain transactions involving the Trust could be deemed to constitute
direct or indirect prohibited transactions under ERISA and Section 4975 of the
Code with respect to a Plan if the Capital Securities of the Trust were acquired
with "plan assets" of such Plan and assets of the Trust were deemed to be "plan
assets" of Plans investing in the Trust. For example, if UPC is a Party in
interest with respect to an investing Plan (either directly or by reason of its
ownership of its subsidiaries), extensions of credit between UPC and the Trust
(as represented by the Subordinated Debt Securities and the Guarantees) would
likely be prohibited by Section 406(a)(1)(B) of ERISA and Section 4975(c)(1)(B)
of the Code, unless exemptive relief were available under an applicable
administrative exemption (see below).
The DOL has issued five prohibited transaction class exemptions ("PTCEs")
that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the Capital Securities, assuming that
assets of the Trust were deemed to be "plan assets" of Plans investing in the
Trust (see above). Those class exemptions are PTCE 96-23 (for certain
transactions determined by in-house asset managers), PTCE 96-60 (for certain
transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for
certain transactions involving insurance company separate accounts), and PTCE
84-14 (for certain transactions determined by independent qualified asset
managers).
Because the Capital Securities may be deemed to be equity interests in the
Trust for purposes of applying ERISA and Section 4975 of the Code, the Capital
Securities may not be purchased or held by any Plan, any entity whose underlying
assets include "plan assets" by reason of any Plan's investment in the entity (a
"Plan Asset Entity") or any person investing "plan assets" of any Plan, unless
such purchaser or holder is eligible for the exemptive relief available under
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14. Any purchaser or holder of the Capital
Securities or any interest therein will be deemed to have represented by its
purchase and holding thereof that it either (a) is not a Plan or a Plan Asset
Entity and is not purchasing such securities on behalf of or with "plan assets"
of any Plan or (b) is eligible for the exemptive relief available under PTCE
96-23, 95-60, 91-38, 90-1 or 84-14 with respect to such purchase or holding.
Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in non-exempt prohibited transactions, it is particularly
important that fiduciaries or other persons considering purchasing Capital
Securities on behalf of or with "plan assets" of any Plan consult with their
counsel regarding the potential consequences if the assets of the Trust were
deemed to be "plan assets" and the availability of exemptive relief under PTCE
96-23, 95-60, 91-38, 90-1 or 84-14.
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<PAGE> 69
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Capital
Securities and the formation of the Trust have been passed upon on behalf of the
Trust by Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the
Trust. The validity of the Subordinated Debt Securities and the Capital
Securities Guarantee have been passed upon for UPC by Wyatt, Tarrant & Combs,
Memphis, Tennessee. Certain United States federal income tax matters have been
passed upon for UPC and the Trust by Wyatt, Tarrant & Combs.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to UPC's Annual Report on Form 10-K for the year ended December 31,
1996, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE> 70
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of Registrant Union Planters Corporation provides as
follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the Corporation may
indemnify or purchase and maintain insurance to indemnify any of its
directors, officers, employees or agents and any persons who may serve at
the request of the Corporation as directors, officers, employees, trustees
or agents of any other corporation, firm, association, national banking
association, state-chartered bank, trust company, business trust,
organization or any other type of entity whether or not the Corporation
shall have any ownership interest in such entity. Such indemnification(s)
may be provided for in the Bylaws, or by resolution of the Board of
Directors or by appropriate contract with the person involved.
Article V, INDEMNIFICATION, of Registrant Union Planters Corporation's
Amended and Restated Bylaws provides as follows:
The Corporation does hereby indemnify its directors and officers to
the fullest extent permitted by the laws of the State of Tennessee and by
ARTICLE TWELFTH of its Charter. The Corporation may indemnify any other
person to the extent permitted by the Charter and by applicable law.
Indemnification of corporate directors and officers is governed by Sections
48-18-501 through 48-18-509 of the Tennessee Business Corporation Act (the
"Act"). Under the Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) actually and necessarily incurred by him in connection with any
threatened or pending suit or proceeding or any appeal thereof (other than an
action by or in the right of the corporation), whether civil or criminal, by
reason of the fact that he is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director or officer,
employee or agent of another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee corporation may indemnify a
director or officer thereof in a suit by or in the right of the corporation
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such suit unless such
director or officer did not act in good faith or with the degree of diligence,
care and skill which ordinarily prudent men exercise under similar circumstances
and in like positions.
A person who has been wholly successful, on the merits or otherwise, in the
defense of any of the foregoing types of suits or proceedings is entitled to
indemnification for the foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified only upon the order
of a court or a finding that the director or officer met the required statutory
standard of conduct by (i) a majority vote of a disinterested quorum of the
board of Directors, (ii) the Board of Directors based upon the written opinion
of independent legal counsel to such effect, or (iii) a vote of the
shareholders.
Under the Declaration, UPC has agreed to indemnify each of the Trustees of
the Trust, and to hold the Trustees harmless against, any loss, damage, claims,
liability or expense incurred without negligence or bad faith on the Trustee's
part, arising out of or in connection with the acceptance or administration of
the Declaration, including the costs and expenses of defending themselves
against any claim or liability in connection with the exercise or performance of
any of their powers or duties under the Declaration.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<S> <C> <C>
4.1 -- Certificate of Trust of Union Planters Capital Trust A*
</TABLE>
II-1
<PAGE> 71
4.2 -- Amended and Restated Declaration of Trust dated as of
December 12, 1996 among Union Planters Corporation, as
Sponsor, First National Bank of Chicago, as Institutional
Trustee, First Chicago Delaware, Inc., as Delaware Trustee,
Jackson W. Moore, John W. Parker and M. Kirk Walters, as
Regular Trustees, and the holders from time to time of
undivided interests in the assets of the Trust*
4.3 -- Indenture, dated as of December 12, 1996, between Union
Planters Corporation and The First National Bank of Chicago,
as Indenture Trustee*
4.4 -- First Supplemental Indenture, dated as of December 12, 1996,
between Union Planters Corporation and The First National
Bank of Chicago, as Indenture Trustee*
4.5 -- Form of Capital Security Certificate for Union Planters
Capital Trust A (included as Exhibit A-2 to Exhibit 4.2)*
4.6 -- Capital Securities Guarantee Agreement, dated as of December
12, 1996, between Union Planters Corporation and The First
National Bank of Chicago*
4.7 -- Registration Rights Agreement dated December 5, 1996, by and
among Union Planters Corporation, Union Planters Capital
Trust A and Salomon Brothers, Inc. as Representative of the
Initial Purchasers*
4.8 -- Form of Subordinated Debt Security (included as Article VI
of Exhibit 4.4)*
5.1 -- Opinion of Wyatt, Tarrant & Combs as to legality of the
Junior Subordinated Deferrable Interest Debentures to be
issued by Union Planters Corporation and the Capital
Securities Guarantee
5.2 -- Opinion of Morris, Nichols, Arsht & Tunnell as to legality
of the 8.20% Capital Trust Pass-through Securities to be
issued by Union Planters Capital Trust A
8 -- Opinion of Wyatt, Tarrant & Combs as to certain federal
income tax matters
12 -- Computation of ratio of earnings to fixed charges*
23.1 -- Consent of Price Waterhouse LLP*
23.2 -- Consent of Wyatt, Tarrant & Combs (included in Exhibits 5.1
and 8)
23.3 -- Consent of Morris, Nichols, Arsht & Tunnell (included in
Exhibit 5.2)
24 -- Powers of Attorney (included in Signature Page)*
25.1 -- Form T-1 Statement of Eligibility of The First National Bank
of Chicago to act as trustee under the Indenture*
25.2 -- Form T-1 Statement of Eligibility of The First National Bank
of Chicago to act as trustee under the Amended and Restated
Declaration of Trust*
25.3 -- Form T-1 Statement of Eligibility of The First National Bank
of Chicago under the Capital Securities Guarantee Agreement
for the benefit of the holders of Capital Securities of
Union Planters Capital Trust A*
99.1 -- Form of Letter of Transmittal*
99.2 -- Form of Notice of Guaranteed Delivery*
99.3 -- Form of Exchange Agent Agreement*
- ---------------
* Previously filed.
ITEM 22. UNDERTAKINGS.
Each of the undersigned Registrants undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (The
"Act"), each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 72
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of each
Registrant pursuant to the foregoing provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by each Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this From, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 11, 1997.
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
------------------------------------
E. James House, Jr.
Secretary and Manager,
Legal Division
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>
* Chairman of the Board, Chief April 11, 1997
- ----------------------------------------------------- Executive Officer, Director
Benjamin W. Rawlins, Jr. (Principal Executive Officer)
* Executive Vice President and April 11, 1997
- ----------------------------------------------------- Chief Financial Officer
John W. Parker (Principal Financial Officer)
* Senior Vice President, Treasurer April 11, 1997
- ----------------------------------------------------- and Chief Accounting Officer
M. Kirk Walters
* Director April 11, 1997
- -----------------------------------------------------
Albert M. Austin
* Director April 11, 1997
- -----------------------------------------------------
Edgar H. Bailey
* Director April 11, 1997
- -----------------------------------------------------
Marvin E. Bruce
* Director April 11, 1997
- -----------------------------------------------------
George W. Bryan
* Director April 11, 1997
- -----------------------------------------------------
Robert B. Colbert, Jr.
* Director April 11, 1997
- -----------------------------------------------------
James E. Harwood
* Director April 11, 1997
- -----------------------------------------------------
Parnell S. Lewis, Jr.
Director April 11, 1997
- -----------------------------------------------------
C.J. Lowrance, III
* President, Chief Operating April 11, 1997
- ----------------------------------------------------- Officer and Director
Jackson W. Moore
* Director April 11, 1997
- -----------------------------------------------------
Stanley D. Overton
</TABLE>
II-4
<PAGE> 74
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>
* Director April 11, 1997
- -----------------------------------------------------
V. Lane Rawlins
* Director April 11, 1997
- -----------------------------------------------------
Donald F. Schuppe
* Director April 11, 1997
- -----------------------------------------------------
Mike P. Sturdivant
* Director April 11, 1997
- -----------------------------------------------------
Richard A. Trippeer, Jr.
* Director April 11, 1997
- -----------------------------------------------------
Spent L. Wilson
* Director April 11, 1997
- -----------------------------------------------------
Milton J. Womack
By: /s/ E. JAMES HOUSE, JR.
-------------------------------------------------
E. James House, Jr. as
Attorney-in-Fact
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, UNION PLANTERS
CAPITAL TRUST A CERTIFIES THAT IT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF MEMPHIS, AND STATE OF TENNESSEE ON APRIL 11, 1997.
UNION PLANTERS CAPITAL TRUST A
By: *
------------------------------------
Jackson W. Moore
Regular Trustee
By: *
------------------------------------
John W. Parker
Regular Trustee
II-5
<PAGE> 1
EXHIBIT 5.1
WYATT, TARRANT & COMBS
CRESCENT CENTER
6075 POPLAR AVENUE, SUITE 650
MEMPHIS, TENNESSEE 38119-4721
MAIL: P.O. BOX 77500
MEMPHIS, TENNESSEE 38177-5000
901-537-1000
FAX: 901-537-1010
Union Planters Corporation
Union Planters Capital Trust A
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: Registration Statement on Form S-4 for New Capital Securities
Ladies and Gentlemen:
We have acted as counsel to Union Planters Corporation, a Tennessee
corporation (the "Company") and Sponsor of Union Planters Capital Trust A, a
Delaware business trust (the "Trust"), and to the Trust, in connection with a
Registration Statement on Form S-4, Registration Numbers 333-23755 and
333-23755-01 (the "Registration Statement") relating to: (i) the proposed
issuance by the Trust of $200,000,000 aggregate Liquidation Amount of the
Trust's 8.20% Capital Securities, due 2026 (the "New Capital Securities")
registered under the Securities Act of 1933, as amended (the "Securities Act"),
in exchange for up to $200,000,000 aggregate Liquidation Amount of the Trust's
outstanding 8.20% Capital Securities due 2026 (the "Old Capital Securities");
(ii) the proposed issuance by the Company to the Trust of $206,186,000 aggregate
principal amount of the Company's 8.20% Junior Subordinated Deferrable Interest
Debentures (the "New Subordinated Debt Securities") registered under the
Securities Act, in exchange for up to $206,186,000 aggregate principal of the
Company's outstanding 8.20% Junior Subordinated Deferrable Interest Debentures
(the "Old Subordinated Debt Securities"); and (iii) the Company's guarantee (the
"New Guarantee"), which guarantees the payment of Distributions and payments on
liquidation or redemption of the New Capital Securities, registered under the
Securities Act, in exchange for the guarantee (the "Old Guarantee") which
guarantees the payment of Distributions and payments on liquidation or
redemption of the Old Capital Securities.
The New Capital Securities are issuable under an Amended and Restated
Declaration of Trust dated as of December 12, 1996 (the "Trust Agreement")
between
<PAGE> 2
WYATT, TARRANT & COMBS
Union Planters Corporation
Union Planters Capital Trust A
April 14, 1997
Page 2.
the Company, as Sponsor, First Chicago Delaware Inc., as Delaware Trustee, The
First National Bank of Chicago as Institutional Trustee, and the Regular
Trustees named therein; the New Subordinated Debt Securities are issuable under
an Indenture dated as of December 12,1996, and First Supplemental Indenture also
dated as of December 12, 1996 (collectively, the "Indenture") between the
Company and The First National Bank of Chicago, as Trustee; and the New
Guarantee is issuable under the Capital Securities Guarantee Agreement dated as
of December 12, 1996 (the "Guarantee Agreement") between the Company and The
First National Bank of Chicago, as Guarantee Trustee.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company and the Trust, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and the Trust and of public
officials. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Trust Agreement, the Indenture and the
Guarantee Agreement, as applicable.
Based on the foregoing, we are of the opinion that when the Registration
Statement becomes effective:
(1) The New Subordinated Debt Securities have been duly authorized by all
requisite corporate action and, when executed and authenticated as specified in
the Indenture and delivered against surrender to the Company and cancellation
of a like amount of Old Subordinated Debt Securities in the manner described in
the Registration Statement, the New Subordinated Debt Securities will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms; and
(2) The New Guarantee has been duly authorized by all requisite corporate
action of the Company and constitutes the valid and binding obligation of the
Company, enforceable in accordance with its terms.
<PAGE> 3
WYATT, TARRANT & COMBS
Union Planters Corporation
Union Planters Capital Trust A
April 14, 1997
Page 3.
The opinions Set forth above are subject to the following qualifications and
exceptions:
(a) Our above opinions are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law of
general application affecting creditors' rights; and
(b) Our above opinions are subject to the effect of general principles of
equity, including (without limitation) concepts of materiality, reasonableness,
good faith and fair dealing, and other similar doctrines affecting the
enforceability of agreements generally (regardless of whether considered in a
proceeding in equity or at law); and
(c) Our above opinions are subject to the qualification that provisions
contained in the pertinent documents regarding indemnification may be limited by
state or federal securities laws or the public policy underlying such laws.
Our opinions expressed above are limited to the laws of the States of
Tennessee and the federal laws of the United States. With certain exceptions, we
are members of the Bar of the State of Tennessee and do not hold ourselves out
as experts on the law of any state other than Tennessee. The Indenture and the
Guarantee Agreement are to be governed by the laws of the State of New York. To
the extent that the opinions set forth above relate to matters under the laws of
New York, we have relied upon the opinion of Cleary, Gottlieb, Steen & Hamilton.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the Prospectus included therein. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Commission promulgated thereunder. The opinions
expressed herein are expressed as of the date hereof and we disclaim any
undertaking to advise you of the facts stated or assumed herein or any
subsequent changes in applicable law.
Vey truly yours,
/s/ Wyatt, Tarrant & Combs
WYATT, TARRANT & COMBS
<PAGE> 1
EXHIBIT 5.2
[Letterhead of Morris, Nichols, Arsht & Tunnell]
April 14, 1997
Union Planters Capital Trust A
c/o Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: Union Planters Capital Trust A
Ladies and Gentlemen:
We have acted as special Delaware counsel to Union Planters
Capital Trust A, a Delaware statutory business trust (the "Trust"), in
connection with certain matters relating to the creation of the Trust and the
proposed issuance of Exchange Capital Securities to beneficial owners pursuant
to and as described in Registration Statement No. 333-23755 (and the Prospectus
forming a part thereof) on Form S-4 filed with the Securities and Exchange
Commission on March 21, 1997, as amended by Pre-Effective Amendment No. 1
thereto (as so amended, the "Registration Statement"). Capitalized terms used
herein and not otherwise herein defined are used as defined in the Amended and
Restated Declaration of Trust of the Trust dated as of December 12, 1996 (the
"Governing Instrument").
In rendering this opinion, we have examined and relied upon
copies of the following documents in the forms provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on December 4, 1996 (the "Certificate of
Trust"); a Declaration of Trust of the Trust dated as of December 3, 1996 (the
"Original Governing Instrument"); the Governing Instrument; the Indenture dated
as of December 12, 1996 between Union Planters Corporation, a Tennessee
corporation ("Union Planters"), and The First National Bank of Chicago, as
Trustee; the First Supplemental Indenture dated as of December 12, 1996;
the Guarantee Agreement dated as of December 12, 1996; between Union Planters
and The First National Bank of Chicago, as Trustee, relating to the Exchange
Capital Securities; the Registration Agreement dated December 5, 1996 among
the Trust, Union Planters and the "Initial Purchasers" (as defined therein) (the
"Registration Rights Agreement'); the
<PAGE> 2
Union Planters Capital Trust A
April 14, 1997
Page 2
Registration Statement; and a certificate of good standing of the Trust obtained
as of a recent date from the State Office. In such examinations, we have assumed
the genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation or organization, valid existence and good standing of each entity
(other than the Trust) that is a party to any of the documents reviewed by us
under the laws of the jurisdiction of its respective formation or organization;
(ii) the due authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced documents (including, without
limitation, the due authorization, execution and delivery of the Governing
Instrument and the Registration Rights Agreement prior to the first issuance of
Exchange Capital Securities); (iii) that no event has occurred subsequent to the
filing of the Certificate of Trust that would cause a dissolution or liquidation
of the Trust under the Original Governing Instrument or the governing
Instrument, as applicable; (iv) that the activities of the Trust have been and
will be conducted in accordance with the Original Governing Instrument or the
Governing Instrument, as applicable, and the Delaware Business Trust Act, 12
Del. C. ss.ss. 3801 et seq. (the "Delaware Act"); (v) that each Person that will
acquire Exchange Capital Securities in the "Exchange Offer" (as defined in the
Registration Statement and as used herein, the "Exchange Offer') will validly
tender Initial Capital Securities in exchange therefor, that such Initial
Capital Securities will be duly accepted, and that such Person will duly receive
Exchange Capital Security Certificates in consideration thereof, all in
accordance with the terms and conditions of the Governing Instrument, the
Registration Statement and the Registration Rights Agreement and that the
Exchange Capital Securities are otherwise issued and sold to the Exchange
Capital Securities Holders in accordance with the terms, conditions,
requirements and procedures set forth in the Governing Instrument, the
Registration Statement and the Registration Rights Agreement; and (vi) that the
documents examined by us are in full force and effect, express the entire
understanding of the parties thereto with respect to the subject matter thereof
and have not been modified, supplemented or otherwise amended, except as herein
referenced. We have not reviewed any documents other than those identified above
in connection with this opinion, and we have assumed that there are no other
documents that are contrary to or inconsistent with the opinions expressed
herein. Further, we express no opinion with respect to, and assume no
responsibility for the contents of, the Registration Statement or any other
offering material relating to the Exchange Capital Securities. No opinion is
expressed herein with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy, as of the
date hereof, of the matters therein contained.
<PAGE> 3
Union Planters Capital Trust A
April 14, 1997
Page 3
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly created and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Exchange Capital Securities, upon issuance pursuant to
the Exchange Offer, will constitute validly issued and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
beneficial interests in the assets of the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Exchange Capital Security Holder of the Trust, in such
capacity, will be entitled to the same limitation of personal liability as that
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware; provided, however, we express
no opinion with respect to the liability of any Exchange Capital Security Holder
who is, was or may become a named Trustee of the Trust. Notwithstanding the
foregoing, we note that pursuant to Section 11.4 of the Governing Instrument,
the Trust may withhold amounts otherwise distributable to a Holder and pay over
such amounts to the applicable jurisdictions in accordance with federal, state
and local law and any amount withheld will be deemed to have been distributed to
such Holder and that, pursuant to the Governing Instrument, Exchange Capital
Security Holders may be obligated to make payments or provide indemnity or
security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and reference to our
opinion under the heading "LEGAL MATTERS" in the Prospectus forming a part
thereof. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. This opinion speaks only as of the date hereof
and is based on our understandings and assumptions as to present facts, and on
our review of the above-referenced documents and the application of Delaware law
as the same exist as of the date hereof, as we undertake no obligation to update
or supplement this opinion after the date hereof for the benefit of any person
or entity with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or take
effect. This opinion is intended solely for the benefit of the addressee hereof
in connection with the matters contemplated hereby and may not be relied on by
any other person or entity or for any other purpose without our prior written
consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT &TUNNELL
<PAGE> 1
WYATT, TARRANT & COMBS
CRESCENT CENTER
6075 POPLAR AVENUE, SUITE 650
MEMPHIS, TENNESSEE 38119-4721
MAIL: P.O. BOX 77500
MEMPHIS, TENNESSEE 38177-5000
901-537-1000
FAX: 901-537-1010
EXHIBIT 8
April 14,1997
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Union Planters Capital Trust A
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Attn: E. James House
Secretary and General Counsel
Re: Exchange of Union Planters Capital Trust A
8.20% Capital Trust Pass-Through Securities
Ladies and Gentlemen:
We have acted as tax counsel for Union Planters Corporation (the "Company")
and Union Planters Capital Trust A, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), in connection with the offer to
exchange the Trust's 8.20% Capital Trust Pass-Through Securities which have been
registered under the Securities Act of 1933, as amended, ("New Capital
Securities") for any and all of the Trust's outstanding 8.20% Capital Trust
Pass-Through Securities ("Old Capital Securities") (collectively, the "Capital
Securities") In connection therewith, we have participated in the preparation
of the discussion set forth under the caption "United States Federal Income
Taxation" (the "Tax Discussion") in the prospectus included as part of the
Company's Registration Statement on Form S-4 dated April 14, 1997 (the
"Registration Statement"). Except as otherwise indicated, the capitalized terms
utilized herein have the meaning ascribed to them in the Registration Statement.
<PAGE> 2
WYATT, TARRANT & COMBS
Union Planters Corporation
Union Planters Capital Trust A
April 14, 1997
Page 2.
In rendering this opinion we have examined such documents as we have deemed
relevant, including but not limited to: (i) the Registration Statement, (ii) the
Declaration of Trust of Union Planters Capital Trust A dated as of December 4,
1996; (iii) the Amended and Restated Declaration of Trust of Union Planters
Capital Trust A dated as of December 12, 1996; (iv) the Purchase Agreement by
and among Union Planters Corporation, Union Planters Capital Trust A and Salomon
Brothers Inc. dated December 5, 1996; (v) the Indenture dated as of December 12,
1996; and (vi) the Capital Securities Guarantee Agreement dated as of December
12, 1996 (collectively, the "Offering Documents"). Our opinion is premised and
conditioned on the accuracy of the facts contained in the Offering Documents and
on the assumption that the transactions contemplated therein will be consummated
in the manner described therein. In particular, and without limiting the scope
of the preceding sentence, we have assumed for purposes of our opinion that the
Trustees will conduct the affairs of the Trust in accordance With the Amended
and Restated Declaration of Trust of Union Planters Capital Trust A dated
December 12, 1996 (the "Declaration of Trust"). In rendering our opinion, we
also have relied on the representations made on behalf of the Company and the
Trust in letters to us dated April 14, 1997 (the "Representation Letters").
Our opinion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), U.S. Treasury regulations promulgated thereunder, and administrative
and judicial interpretations thereof, all in existence and in effect on the date
hereof and all of which are subject to change, possibly on a retroactive basis.
Any such changes could have a material impact upon the conclusions that are
reached herein.
You should note that legislation has been proposed that could adversely
affect the Company's ability to deduct interest on the Subordinated Debt
Securities. You should also note that our opinion is not binding on either the
Internal Revenue Service ("IRS") or the courts, and that the IRS has issued a
Notice (Notice 94-47) indicating that it intends to closely scrutinize
securities similar to those contemplated to be issued in the transactions here
in question. There is also a lack of clear legal precedent dealing with the tax
characterization of securities similar to the Subordinated Debt Securities.
Subject to the assumptions, qualifications, and conditions set forth herein
and in the United States Federal Income Tax section of the Registration
Statement and in reliance on the Representation Letters, it is our opinion that:
1. Under current law and assuming full compliance with the terms of the
Indenture and the other Offering Documents, the Subordinated Debt Securities
will be classified for United States federal income tax purposes as indebtedness
of the Company.
<PAGE> 3
WYATT, TARRANT & COMBS
Union Planters Corporation
Union Planters Capital Trust A
April 14, 1997
Page 3.
2. Under current law and assuming full compliance with the terms of the
Declaration of Trust and the other Offering Documents, the Trust will be
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation. Accordingly, for United States
federal income tax purposes, each holder of Capital Securities generally will be
considered the owner of an undivided interest in the Subordinated Debt
Securities.
3. We have reviewed the balance of the discussion set forth in the
Registration Statement under the heading "United States Federal Income
Taxation," and have concluded, subject to the quallfications set forth herein,
that such discussion accurately summarizes the specific tax matters addressed
therein.
4. No gain or loss will be recognized by the Company or the Trust on the
receipt by the Trust of its Old Capital Securities in exchange for its New
Capital Securities.
5. No gain or loss will be recognized by the exchanging Capital Securities
holders upon the exchange of their Old Capital Securities for New Capital
Securities.
6. No gain or loss will be recognized by the Company or the Trust on the
receipt by the Company of its Old Subordinated Debt Securities in exchange for
its New Subordinated Debt Securities. The authorities on which this opinion is
based are subject to various interpretations and the opinions expressed herein
are not binding on the IRS or the courts, either of which could take a contrary
position. Moreover, no rulings have been or will be sought from the IRS with
respect to the transactions described herein. Accordingly, there can be no
assurance that the IRS will not challenge the opinions expressed herein or that
a court would not sustain such a challenge. Nevertheless, we believe that, if
challenged, the opinions expressed herein would be sustained by a court with
jurisdiction in a properly presented case.
We expressly note that we are rendering no opinion as to the state, local or
foreign tax consequences associated with the Trust, the Subordinated Debt
Securities or the Capital Securities nor do we render any opinion as to any
federal tax ramifications related thereto except as expressly addressed herein.
<PAGE> 4
WYATT, TARRANT & COMBS
Union Planters Corporation
Union Planters Capital Trust A
April 14, 1997
Page 4.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name under the headings "United
States Federal Income Taxation" and "Legal Matters" in the Registration
Statement. In giving this consent we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of Securities
and Exchange Commission promulgated thereunder. Without our prior written
consent, this opinion may not otherwise be quoted or referred to in whole or in
part in any report or document or furnished to any other person or entity except
in response to a valid subpoena or other lawful process. This opinion is
expressed as of the date hereof and we disclaim any undertaking to advise you of
any subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Sincerely,
/s/ Wyatt, Tarrant & Combs
WYATT, TARRANT & COMBS
