<PAGE> 1
As filed with the Securities and Exchange Commission
on June 4, 1997
---------------------------------------------------------
Registration No. 333-
--------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0859007
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(Address of Principal Executive Offices)
UNION PLANTERS CORPORATION 401-K RETIREMENT SAVINGS PLAN
(Full title of the plans)
E. James House, Jr., Esq. Copy to: R. Nash Neyland
Secretary and Manager of the Legal Department Wyatt, Tarrant & Combs
Union Planters Corporation 6075 Poplar Avenue, Suite 650
7130 Goodlett Farms Parkway Memphis, Tennessee 38119
Memphis, Tennessee 38018
(Name and address of agent for service)
(901)580-6495
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each Maximum Maximum
Class of Offering Aggregate
Securities to be Amount to be Price Offering Amount of
Registered Registered(1) per Share Price Registration Fee(2)
- ----------------------- ------------- --------- ---------- -------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$5.00 per share) 600,000 $47.00 $28,200,000.00 $8,545.45
</TABLE>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee and
determined pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities
Act of 1933, as amended.
<PAGE> 2
INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed to register 600,000
additional shares of common stock, $5.00 par value per share ("UPC Common
Stock") of Union Planters Corporation ("UPC" or "Registrant") for issuance
under the Union Planters Corporation 401-K Retirement Savings Plan (the
"Plan"). In accordance with Instruction E to Form S-8, Registrant hereby
incorporates by reference the contents of Registrant's Registration Statement
on Form S-8 dated August 26, 1994, Registration Number 33-55257, filed in
connection with the registration of the initial 150,000 shares of UPC Common
Stock to be issued pursuant to the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 17, 1997.
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins, Jr.
------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. James House, Jr. and M. Kirk Walters, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 17th day of April, 1997, in the capacities indicated:
Name Capacity Date
- ---- -------- ----
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, April 17, 1997
- ---------------------------- Chief Executive Officer,
Benjamin W. Rawlins, Jr. Director (Principal
Executive Officer)
/s/ John W. Parker Executive Vice President April 17, 1997
- ---------------------------- and Chief Financial
John W. Parker Officer (Principal
Financial Officer)
/s/ M. Kirk Walters Senior Vice President, April 17, 1997
- ---------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
/s/ Albert M. Austin Director April 17, 1997
- ----------------------------
Albert M. Austin
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<PAGE> 4
/s/ Edgar H. Bailey Director April 17, 1997
- ----------------------------
Edgar H. Bailey
/s/ Marvin E. Bruce Director April 17, 1997
- ----------------------------
Marvin E. Bruce
/s/ George W. Bryan Director April 17, 1997
- ----------------------------
George W. Bryan
/s/ James E. Harwood Director April 17, 1997
- ----------------------------
James E. Harwood
/s/ Parnell S. Lewis, Jr. Director April 17, 1997
- ----------------------------
Parnell S. Lewis, Jr.
/s/ C. J. Lowrance, III Director April 17, 1997
- ----------------------------
C.J. Lowrance, III
/s/ Jackson W. Moore President, Chief Operating
- ---------------------------- Officer and Director April 17, 1997
Jackson W. Moore
/s/ Stanley D. Overton Director April 17, 1997
- ----------------------------
Stanley D. Overton
/s/ V. Lane Rawlins Director April 17, 1997
- ----------------------------
V. Lane Rawlins
/s/ Donald F. Schuppe Director April 17, 1997
- ----------------------------
Donald F. Schuppe
/s/ Mike P. Sturdivant Director April 17, 1997
- ----------------------------
Mike P. Sturdivant
- ---------------------------- Director
Richard A. Trippeer, Jr.
/s/ Spence L. Wilson Director April 17, 1997
- ----------------------------
Spence L. Wilson
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Pursuant to the requirements of the Securities Act of 1933, the Trustees
(or other persons who administer the Employee Benefit Plan) have 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
17, 1997.
UNION PLANTERS CORPORATION 401-K RETIREMENT SAVINGS PLAN
By: /s/ M. Kirkland Walters
------------------------------------
M. Kirkland Walters, Trustee
/s/ John W. Parker
------------------------------------
John W. Parker, Trustee
/s/ E. James House, Jr.
------------------------------------
E. James House, Jr., Trustee
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<PAGE> 6
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
- -------------- ----------------------
5 Opinion of E. James House, Jr., Esq., Secretary and
Manager of the Legal Department of Union Planters
Corporation as to the legality of the Common Stock.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of E. James House, Jr., Esq.
(included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
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Exhibit 5
June 4, 1997
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Gentlemen:
The undersigned has participated in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to 600,000 shares of common
stock, $5.00 par value per share (the "Common Stock") of Union Planters
Corporation (the "Corporation") which may be issued by the Corporation pursuant
to the Union Planters Corporation 401-K Retirement Savings Plan.
For purposes of rendering the opinion expressed herein, the undersigned
has examined the Corporation's corporate charter and all amendments thereto;
the Corporation's bylaws and amendments thereto; the Plan; and such of the
Corporation's corporate records as the undersigned has deemed necessary and
material to rendering the undersigned's opinion. The undersigned has relied
upon certificates of public officials and representations of the Corporation's
officials, and has assumed that all documents examined by the undersigned as
originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, I am of the opinion that the Shares are duly authorized and, when issued
and sold in accordance with the Registration Statement, the prospectus
delivered to participants in the Plan pursuant to the requirements of the
Securities Act of 1933, as amended, (the "Prospectus"), the pertinent
provisions of any applicable state securities laws and the Plan, will be duly
and validly issued, fully paid and nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions.
(a) The undersigned is licensed to practice law only in the State of
Tennessee and expresses no opinion with respect to the effect of any laws other
than those of the State of Tennessee and of the United States of America.
(b) The opinion stated herein is based upon statutes, regulations, rules,
court decisions and other authorities existing and effective as of the date of
this opinion, and the undersigned undertakes no responsibility to update or
supplement said opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior to the date hereof,
might have resulted in a different opinion.
(c) This opinion has been rendered solely for the benefit of Union
Planters Corporation and no other person or entity shall be entitled to rely
hereon without the express written consent of the undersigned.
(d) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
The undersigned hereby consents to the undersigned being named as party
rendering a legal opinion under Item 5 of the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as well as
all state regulatory bodies and jurisdictions where qualification is sought for
the sale of the subject securities.
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The undersigned is an officer of and receives compensation from UPC and
therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ E. James House, Jr.
------------------------------
E. James House, Jr.
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 16, 1997, which appears on
page 37 of the 1996 Annual Report to Shareholders of Union Planters
Corporation, which is incorporated by reference in Union Planters Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Memphis, Tennessee
June 4, 1997
