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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 16, 1997 (October 16, 1997)
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Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
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(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
THIRD QUARTER EARNINGS RELEASE
On October 16, 1997, Union Planters Corporation announced operating
results for the three and nine months ended September 30, 1997. A copy of the
Corporation's press release announcing the results is attached as Exhibit 99(a)
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
99(a) Union Planters Corporation Press Release dated
October 16, 1997, announcing operating results for
the three and nine months ended September 30, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Union Planters Corporation
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Registrant
Date: October 16, 1997 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99(a)
Union Planters Corporation Press Release
dated October 16, 1997, announcing operating results for
the three and nine months ended September 30, 1997
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[UNION PLANTERS CORPORATION LOGO]
NEWS RELEASE
OCTOBER 16, 1997
UNION PLANTERS ANNOUNCES RECORD THIRD QUARTER AND NINE MONTH RESULTS --
NINE MONTH EARNINGS PER SHARE UP 45%
Memphis, Tennessee -- Union Planters Corporation announced today record
third quarter net earnings of $62.4 million, or $.87 per fully diluted common
share, compared to $26.6 million, or $.38 per fully diluted common share, for
the same period last year. The third quarter earnings represent a return on
average assets of 1.68% and a return on average common equity of 17.8%, compared
to .69% and 8.2%, respectively, for the same period in 1996. Prior year results
have been restated to reflect pooling of interests accounting for five mergers,
including Memphis-based Leader Financial Corporation. Last year's third quarter
net earnings were reduced significantly by the one-time Savings Association
Insurance Fund (SAIF) assessment on deposits and certain merger-related and
other significant charges.
Net earnings for the nine months ended September 30, 1997, were a
record $181.5 million compared to net earnings of $122.4 million for the same
period in 1996. Fully diluted earnings per common share for the nine month
period were $2.55, an increase of 45% over $1.76 for the same period last year.
Return on average assets and average common equity for the nine months ended
September 30, 1997, were 1.64% and 18.0%, respectively, compared to 1.07% and
13.3%, respectively, for the same period in 1996.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said,
"We are pleased with our third quarter and nine month results. Our return on
assets and shareholders' equity continue to rank us in the top quartile of our
peer group on these key profitability ratios. We are benefiting from the
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CORPORATE HEADQUARTERS: UNION PLANTERS CORPORATION,
7130 GOODLETT FARMS PARKWAY, CORDOVA, TN 38018
TELEPHONE (901) 383-2892 - FAX (901) 383-2964 - NYSE TRADING SYMBOL: UPC
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increased market share and operating efficiencies of our in-market acquisitions
over the last several years."
Net interest income increased to $154.3 million for the quarter
compared to $151.7 million for the same period a year ago. The net interest
margin for the third quarter was 4.67% compared to 4.36% for the same period in
1996. The higher net interest margin reflects loan growth funded by maturities
and sales of lower yielding investment securities and reductions in short-term
borrowings.
For the third quarter, the provision for losses on loans was $22.3
million compared to $16.1 million for the same period in 1996. Net charge-offs
for the quarter were $16.5 million compared to $13.2 million for the third
quarter of 1996. The increase in net charge-offs relates primarily to credit
card and other consumer loans.
At September 30, 1997, the allowance for losses on loans was $166.9
million, or 1.90% of loans and 286% of nonperforming loans. Nonperforming loans
were .67% of loans at quarter end and nonperforming assets were $71.8 million,
or .82% of loans and foreclosed properties. Nonperforming loans were .70% of
loans and nonperforming assets were $73.3 million, or .82% of loans and
foreclosed properties, at September 30, 1996.
Noninterest income was $74.8 million for the third quarter compared to
$57.4 million a year ago. Included in noninterest income for the third quarter
of 1997 is a $10.7 million gain from the sale of certain branches and deposits
in upper East Tennessee. Also, during the quarter the Corporation securitized
and sold approximately $300 million of fixed and adjustable rate single family
residential mortgage loans, which resulted in a $7.6 million increase in gains
on sale of loans. The purpose of the sale was to enhance liquidity and take
advantage of low interest rates and narrow spreads on adjustable rate mortgage
securities. Noninterest income for the third quarter of 1996 included a $5.0
million gain from the sale of certain assets of a subsidiary.
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Noninterest expense decreased for the quarter to $112.1 million
compared to $151.2 million a year ago. The decrease was due primarily to
a reduction in FDIC insurance premiums and the absence of the one-time SAIF
assessment on deposits and merger-related and other significant charges in the
third quarter last year.
Union Planters Corporation ended the quarter with total assets of $14.9
billion, total loans of $10.1 billion, and total deposits of $11.0 billion.
Shareholders' equity at September 30, 1997 was $1.5 billion and the
shareholders' equity to total assets and leverage ratios were 10.01% and 10.96%,
respectively.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 35 banking subsidiaries, 568 ATM
locations, and 427 banking offices in Tennessee, Mississippi, Missouri,
Arkansas, Louisiana, Alabama, and Kentucky. Union Planters is one of the 50
largest bank holding companies in the United States. The Corporation's Common
Stock is traded on the New York Stock Exchange under the symbol UPC.
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FOR ADDITIONAL INFORMATION:
JACK W. PARKER, CFO
(901) 580-6781
[TWO PAGE FINANCIAL ATTACHMENT FOLLOWS]
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $154,321 $151,661 $ 467,271 $ 451,203
Taxable-equivalent basis 158,465 156,003 479,313 464,066
Provision for losses on loans 22,251 16,070 47,252 41,739
Noninterest income
Investment securities gains (losses) 26 (261) 35 (229)
Other 74,761 57,632 186,743 166,917
Noninterest expense 112,107 151,180 331,409 389,425
Earnings before income taxes 94,750 41,782 275,388 186,727
Applicable income taxes 32,315 15,170 93,908 64,339
NET EARNINGS 62,435 26,612 181,480 122,388
NET EARNINGS APPLICABLE TO COMMON SHARES 61,310 24,869 177,646 117,104
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PER COMMON SHARE DATA
Net earnings - primary $ .90 $ .38 $ 2.63 $ 1.80
- fully diluted .87 .38 2.55 1.76
Cash dividends .40 .27 1.095 .81
Book value 21.28 19.43
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BALANCES AT END OF PERIOD
Total loans, net of unearned income $10,073,253 $10,164,901
FHA/VA government-insured/guaranteed loans 1,310,147 1,243,949
Allowance for losses on loans 166,894 169,274
Nonperforming assets
Nonaccrual loans 56,329 58,646
Restructured loans 1,967 3,549
Foreclosed properties 13,478 11,076
Loans 90 days past due 20,369 18,090
FHA/VA government-insured/guaranteed loans 90 days past due 504,475 507,017
Investment securities
Held to maturity - Amortized cost -- 175,506
- Fair value -- 176,579
Available for sale - Amortized cost 2,764,565 3,632,212
- Fair value 2,812,927 3,653,240
- Unrealized gain, net of taxes 29,627 12,415
Total assets 14,858,688 15,600,932
Total deposits 11,041,783 11,512,675
Total shareholders' equity 1,487,384 1,338,159
Total common equity 1,430,144 1,253,012
Tier 1 capital 1,611,698 1,276,297
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</TABLE>
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UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
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AVERAGE BALANCES
Loans, net of unearned income $10,338,321 $ 9,923,426 $10,422,022 $ 9,725,717
Investment securities 2,882,647 3,981,176 2,905,881 3,939,932
Earning assets 13,465,524 14,239,276 13,600,129 14,086,972
Total assets 14,751,966 15,372,020 14,835,194 15,216,621
Total deposits 11,152,998 11,497,554 11,250,189 11,535,777
Interest-bearing liabilities 11,357,366 12,245,713 11,515,773 12,028,353
Demand deposits 1,717,712 1,582,415 1,670,991 1,587,131
Shareholders' equity 1,427,320 1,296,229 1,388,406 1,268,414
Common equity 1,367,421 1,209,110 1,319,036 1,179,210
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets 1.68% .69% 1.64% 1.07%
Return on average common equity 17.79 8.18 18.01 13.27
Expense ratio 1.29 1.53 1.40 1.58
Efficiency ratio 50.37 56.11 50.57 55.66
Allowance for losses on loans to loans(1) 1.90 1.90
Nonperforming loans to loans(1) .67 .70
Nonperforming assets to loans and
foreclosed properties(1) .82 .82
Net charge-offs of loans $ 16,521 $ 13,155 $ 47,216 $ 33,703
Net charge-offs as a percentage of
average loans(1) .73% .60% .70% .52%
Common shares outstanding (end of
period, in thousands) 67,212 64,472
Weighted average shares outstanding
(in thousands)
Primary 68,373 65,219 67,628 64,609
Fully diluted 71,463 69,823 71,174 69,222
Yield on earning assets (taxable-equivalent
basis) 8.68% 8.40% 8.71% 8.48%
Rate on interest-bearing liabilities 4.75 4.70 4.72 4.78
Interest rate spread (taxable-equivalent
basis) 3.93 3.70 3.99 3.70
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.67 4.36 4.71 4.40
Shareholders' equity to total assets 10.01 8.58
Leverage ratio 10.96 8.33
</TABLE>
(1) Excludes FHA/VA government-insured/guaranteed loans
