<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[x] Annual Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (Fee required).
For the fiscal year ended December 31, 1996
-----------------
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the transition period from to
---------------- -----------------
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1996 annexed as
Exhibit A hereto are hereby incorporated by reference herein, and are included
as a part of this Annual Report.
Additional Exhibit:
B Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan's Administrative Committee has duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 30,1997
By: /s/ Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/ John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
EXHIBIT A
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
DECEMBER 31, 1996 AND 1995
<PAGE> 4
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
================================================================================
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-16
Additional Information
Schedule of Investments at December 31, 1996 17
Schedule of Reportable Transactions for the Year Ended
December 31, 1996 18
</TABLE>
All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Union Planters Corporation 401(k) Retirement Savings Plan (the
"Plan") at December 31, 1996 and 1995, and the changes in net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in Note 1 to the financial statements, various plans were merged
with the Plan during the years ended December 31, 1996 and 1995. Additionally,
as discussed in Note 10 to the financial statements, another plan was merged
with the Plan subsequent to December 31, 1996.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 ("ERISA").
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ Price Waterhouse LLP
Memphis, Tennessee
June 16, 1997
<PAGE> 6
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 4,764,318 $ 5,886,793
Common stock 32,282,721 22,407,430
Equity common trust funds 31,602,852 24,802,719
Fixed income common trust funds 19,530,197 18,850,792
Notes receivable from participants 282,128 211,139
----------- -----------
Total investments (cost of $60,247,696 and $50,980,269
at December 31, 1996 and December 31, 1995,
respectively) 88,462,216 72,158,873
Cash 1,811,203 2,589
Due from brokers 1,068,974 103,568
Accrued interest and dividends receivable 20,398 21,800
Contributions receivable
Employee 272,794 190,472
Employer 114,528 114,225
----------- -----------
Total assets 91,750,113 72,591,527
----------- -----------
LIABILITIES
Due to brokers 1,752,422 1,145,314
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $89,997,691 $71,446,213
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 7
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $1,123,531 $733,004
Net realized gain on sale of investments 169,473 1,312,915
Net change in unrealized appreciation in the fair
value of investments 10,600,717 11,002,458
----------- -----------
Net investment income 11,893,721 13,048,377
----------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 6,250,532 5,044,314
Employer contributions 2,949,699 3,725,156
Rollovers of assets (Note 7)
Cash 1,263,538 44,200
Common stock of Union Planters Corporation 392,820 82,814
----------- -----------
Total contributions and rollovers 10,856,589 8,896,484
----------- -----------
Total additions 22,750,310 21,944,861
DISBURSEMENTS
Payments to participants (8,764,484) (16,752,035)
Other disbursements (1,650) -
----------- -----------
Net increase 13,984,176 5,192,826
Mergers of other plans (Note 1) 4,567,302 21,164,780
Net assets available for benefits at beginning of period 71,446,213 45,088,607
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF PERIOD $89,997,691 $71,446,213
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 8
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation (the
"Corporation") 401(k) Retirement Savings Plan (the "Plan") are prepared using
the accrual basis of accounting.
BASIS OF PRESENTATION
During the year ended December 31, 1996, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ------ --------------
<S> <C> <C>
First National Bank of West Memphis 401(k) Plan March 5, 1996 $ 263,000
Capital Bancorporation, Inc. 401(k) Plan April 11, 1996 3,556,623
Franklin Financial Group, Inc. 401(k) Plan December 3,1996 314,488
BancAlabama, Inc. 401(k) Plan December 16, 1996 198,042
Valley Federal Savings Bank 401(k) Plan December 31, 1996 235,149
----------
$4,567,302
==========
</TABLE>
During the year ended December 31, 1995, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ------ --------------
<S> <C> <C>
Bank of Goodlettsville 401(k) Plan
Final Transfer of Residual Assets January 6, 1995 $ 1,275
Mid-South Bancorp, Inc. 401(k) Plan February 27, 1995 371,328
Mid South Bancshares, Inc. 401(k) Plan April 3, 1995 95,361
BNF Bancorp, Inc. 401(k) Plan April 6, 1995 208,430
Mercantile Bank Profit Sharing Plan April 24, 1995 110,072
Grenada Sunburst System Corp. 401(k) Plan August 22, 1995 19,001,696
First State Bancorporation, Inc. 401(k) Plan December 18, 1995 1,376,618
-----------
$21,164,780
===========
</TABLE>
4
<PAGE> 9
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted prices
in an active market, if available. The fair value shown for investments in
common trust funds represents the estimated fair value as determined in good
faith by the trustees of the funds. Many factors are considered in arriving
at fair value; however, the realization value is the primary factor. The
Plan recognizes realized gains and losses using the revalued cost method
whereby realized gains and losses are calculated on sales proceeds less
current value at the beginning of the year or acquisition cost if acquired
during the year. Unrealized gains and losses are calculated as the current
value of the investment held at the end of the year less the current value
at the beginning of the year or acquisition cost if acquired during the
year. Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis.
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public Accountants
Audit and Accounting Guide, Audits of Employee Benefit Plans, dated May 1,
1997, benefit payments payable to terminated participants totaling
$2,999,283 and $3,487,045 at December 31, 1996 and 1995, respectively, have
not been included as liabilities in the accompanying statements of net
assets available for benefits.
The following summarizes the distributions payable by fund at December 31,
1996 and 1995:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
FUND INFORMATION 1996 1995
- ---------------- ---- ----
<S> <C> <C>
Money Market $ 169,485 $ 885,400
Fixed Income 223,364 101,701
Balanced 1,629,428 956,616
Equity 343,113 294,304
Common Stock 633,893 1,249,024
---------- ----------
$2,999,283 $3,487,045
========== ==========
</TABLE>
5
<PAGE> 10
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Beginning with the Plan year ended December 31, 1995, the option to defer
payment of benefits was offered to terminating participants. The following
summarizes, by fund, the amount of deferred benefits allocated to
participants but not yet distributed at December 31, 1996 and 1995:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
FUND INFORMATION 1996 1995
- ---------------- ---- ----
<S> <C> <C>
Money Market $ 141,375 $ 120,067
Fixed Income 269,626 299,711
Balanced 967,629 1,353,091
Equity 775,497 743,498
Common Stock 2,720,149 2,463,130
---------- ----------
$4,874,276 $4,979,497
========== ==========
</TABLE>
2. PLAN DESCRIPTION
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective January
1, 1982 and restated effective January 1, 1986 to maintain compliance with
certain legislative requirements which had been revised. Effective January
1, 1989, the Union Planters Corporation Thrift and Savings Plan was
converted into the Union Planters Corporation 401(k) Retirement Savings
Plan. In July 1994, the Plan was amended to permit each participant in the
Plan to elect among five investment fund options, including shares of Union
Planters Corporation Common Stock having a par value of $5.00 per share,
commencing December 1, 1994. Before this amendment, the participants were
permitted no such investment choices under the Plan. Accordingly, on
December 1, 1994, certain investments held by the Plan were transferred at
fair value to certain common trust funds managed by Union Planters National
Bank in exchange for equivalent value interests in the common trust funds.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by a 401(k) Retirement Savings Plan Administrative Committee
(the "Committee") composed of certain Corporation affiliated members
appointed by the Corporation's Board of Directors (the "Board"). In 1986,
the Board appointed Union Planters National Bank as Trustee of the Plan.
The Trustee receives all contributions and pays benefits in accordance with
instructions given by the Committee. The Plan sponsor is the Corporation.
6
<PAGE> 11
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
The Plan is available to all employees of the Corporation and its
participating subsidiaries who complete one year of service and work 1,000
or more hours per year. Participation may be elected by the employee the
first day of any month following the satisfaction of the eligibility
requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary up to
$150,000 or Base Pay if Base Pay is greater than $150,000. The maximum
contribution allowable by law was $9,240 for the year ended December 31,
1995 and $9,500 for the year ended December 31, 1996. The amount is
typically increased each year based on the cost of living index. This
contribution is made through pretax payroll deductions and is matched by the
Corporation up to 6% of compensation based on a percentage determined by the
employee's length of service as follows: 50% for employees with up to 10
years of participating service, 75% for employees with 10 to 25 years of
participating service and 100% for employees with 25 or more years of
participating service. The matching percentage for employees who have
participated in the Plan since its inception is determined based on their
years of total service rather than their participating service.
The employee may also elect a rollover contribution which is not matched by
the Corporation. An employee receiving a lump sum distribution from a
qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution in
prior periods is not required to make a rollover contribution.
Prior to January 1, 1996, participants could elect to have all or a portion
of flexible benefit dollars provided by the Corporation invested in their
Plan account.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made during the years ended
December 31, 1996 or 1995.
7
<PAGE> 12
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
VESTING
Plan participants are 100% vested in their contributions, including earnings
through the most recent Plan year-end. Earnings become vested interests in
the Plan quarterly. Any non-vested earnings accruing during the year in
which an employee terminates are forfeited by the employee. Additionally,
vesting in Corporation contributions and related earnings commences after
five years of participating service with 100% vesting. Total vesting also
occurs upon total disability, death, retirement or other events as defined
by the Plan. As of each Plan year-end, any amounts which have been
forfeited during the Plan year are first made available to reinstate
previously forfeited balances of former participants. Remaining
forfeitures, if any, are allocated at the sole discretion of the
Corporation. Upon retirement, total disability or death, participants or
their beneficiaries become eligible for distribution within 60 days
following the Plan year-end. Upon termination, participants become eligible
for distribution within 60 days following the end of the month of such
termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for purposes
of purchasing a primary residence or for post-secondary education of an
immediate family member.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the right
under the terms of the Plan to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. In such event, Plan
participants would become 100% vested in all contributions and earnings.
All necessary expenses of the Plan may be paid by the Plan; however, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions
in any of the following five investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities. Typically,
these investments are U.S. Treasury Bills and short-term U.S. Treasury notes
maturing in six months or less.
8
<PAGE> 13
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
Fixed Income Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Fixed Income Fund of Union Planters National
Bank and the Westport Bank & Trust Company Managed Guaranteed Investment
Contract Fund. These funds invest in a wide range of high-quality,
intermediate-term bonds and investment contracts. Issuers include the U.S.
Government, U.S. Government agencies and well-known corporations, banks and
insurance companies.
Balanced Option - Participant directed funds are primarily invested in the
Employee Benefit Trust's Equity Fund of Union Planters National Bank and the
Employee Benefit Trust's Fixed Income Fund of Union Planters National Bank
which provide a balanced portfolio of bonds and stocks. This option has a
long-term goal of investing 60% in fixed income securities and 40% in equity
securities.
Equity Option - Participant directed funds are invested in the Employee
Benefit Trust's Equity Fund of Union Planters National Bank which invests in
a broad mix of growth and income-oriented stocks and mutual funds, including
securities from international and global markets.
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
If a participant does not make a timely investment election with respect to
their entire account balance, their account balance (or undirected portion
thereof) will automatically be invested in the Balanced Option.
3. FUND INFORMATION
The following summarizes the fund information for the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits:
9
<PAGE> 14
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
----------------------------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK OTHER TOTAL
----- ------ ------ -------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 992 $3,550,753 $ 5,881 $ 14,106 $ 43,810 $ 2,986 $1,145,790 $ 4,764,318
Common stock - - - - - 32,282,721 - 32,282,721
Equity common trust funds - - - 11,920,109 19,682,743 - - 31,602,852
Fixed income common trust funds - - 4,283,451 15,246,746 - - - 19,530,197
Notes receivable from participants 282,128 - - - - - - 282,128
-------- ---------- ---------- ----------- ----------- ----------- ---------- -----------
Total investments 283,120 3,550,753 4,289,332 27,180,961 19,726,553 32,285,707 1,145,790 88,462,216
Cash 100 - - - 714,950 1,096,153 - 1,811,203
Due from brokers - - 23,497 1,045,477 - - - 1,068,974
Accrued interest and dividends receivable 8 15,943 87 270 342 170 3,578 20,398
Contributions receivable
Employee - - - - - - 272,794 272,794
Employer - - - - - - 114,528 114,528
-------- ---------- ---------- ----------- ----------- ----------- ---------- -----------
Total assets 283,228 3,566,696 4,312,916 28,226,708 20,441,845 33,382,030 1,536,690 91,750,113
LIABILITIES
Due to brokers - 96,247 - - 513,703 - 1,142,472 1,752,422
-------- ---------- ---------- ----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $283,228 $3,470,449 $4,312,916 $28,226,708 $19,928,142 $33,382,030 $ 394,218 $89,997,691
======== ========== ========== =========== =========== =========== ========== ===========
</TABLE>
10
<PAGE> 15
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK OTHER TOTAL
----- ------ ------ -------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ - $ 3,764,291 $ - $ - $ 1,110,909 $1,011,234 $ 359 $ 5,886,793
Common stock - - - - - 22,407,430 - 22,407,430
Equity common trust funds - - - 10,821,977 13,980,742 - - 24,802,719
Fixed income common trust funds - - 4,304,595 14,546,197 - - - 18,850,792
Notes receivable from participants 211,139 - - - - - - 211,139
-------- ---------- ---------- ----------- ----------- ----------- -------- -----------
Total investments 211,139 3,764,291 4,304,595 25,368,174 15,091,651 23,418,664 359 72,158,873
Cash - 100 - - 100 2,289 100 2,589
Due from brokers - - - 103,568 - - - 103,568
Accrued interest and dividends receivable 129 17,780 221 161 2,185 592 732 21,800
Contributions receivable
Employee - - - - - - 190,472 190,472
Employer - - - - - - 114,225 114,225
-------- ----------- ---------- ----------- ----------- ----------- -------- -----------
Total assets 211,268 3,782,171 4,304,816 25,471,903 15,093,936 23,421,545 305,888 72,591,527
LIABILITIES
Due to brokers - - 89,314 - 1,056,000 - - 1,145,314
-------- ----------- ---------- ----------- ----------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $211,268 $ 3,782,171 $4,215,502 $25,471,903 $14,037,936 $23,421,545 $305,888 $71,446,213
======== =========== ========== =========== =========== =========== ======== ===========
</TABLE>
11
<PAGE> 16
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK OTHER TOTAL
----- ------ ------ -------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 26,241 $ 185,403 $ 1,491 $ 7,661 $ 9,315 $ 850,420 $ 43,000 $ 1,123,531
Net realized gain on sale of
investments - - 18,849 131,351 - 19,273 - 169,473
Net change in unrealized appreciation
in the fair value of investments - - 204,357 2,199,813 2,205,498 5,991,049 - 10,600,717
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
Net investment income 26,241 185,403 224,697 2,338,825 2,214,813 6,860,742 43,000 11,893,721
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions - 339,561 396,399 1,923,581 1,625,160 1,693,037 272,794 6,250,532
Employer contributions - 156,831 184,820 972,930 726,566 794,024 114,528 2,949,699
Rollovers of assets
Cash - 60,848 36,488 394,371 289,732 482,099 - 1,263,538
Common stock of Union Planters
Corporation - - - - - 392,820 - 392,820
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
Total contributions and
rollovers - 557,240 617,707 3,290,882 2,641,458 3,361,980 387,322 10,856,589
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
Total additions 26,241 742,643 842,404 5,629,707 4,856,271 10,222,722 430,322 22,750,310
DISTRIBUTIONS
Payments to participants - (1,504,075) (471,604) (2,561,833) (1,604,595) (2,622,377) - (8,764,484)
Other disbursements - - - - - - (1,650) (1,650)
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
Net increase (decrease) 26,241 (761,432) 370,800 3,067,874 3,251,676 7,600,345 428,672 13,984,176
Mergers of other plans - 556,812 313,678 887,805 952,604 1,856,403 - 4,567,302
Net transfers 45,719 (107,102) (587,064) (1,200,874) 1,685,926 503,737 (340,342) -
Net assets available for benefits:
Beginning of period 211,268 3,782,171 4,215,502 25,471,903 14,037,936 23,421,545 305,888 71,446,213
-------- ---------- --------- ----------- ----------- ----------- --------- -----------
End of period $283,228 $3,470,449 $4,312,916 $28,226,708 $19,928,142 $33,382,030 $ 394,218 $89,997,691
======== ========== ========== =========== =========== =========== ========= ===========
</TABLE>
12
<PAGE> 17
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK OTHER TOTAL
----- ------ ------ -------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 20,758 $196,275 $ 7,512 $ 9,694 $ 12,543 $ 455,750 $ 30,472 $ 733,004
Net realized gain on sale of
investments - - 91,486 513,616 76,772 631,041 - 1,312,915
Net change in unrealized
appreciation in the fair
value of investments - - 359,587 3,952,883 2,554,105 4,135,883 - 11,002,458
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
Net investment income 20,758 196,275 458,585 4,476,193 2,643,420 5,222,674 30,472 13,048,377
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions - 380,319 446,449 1,664,672 1,125,198 1,237,204 190,472 5,044,314
Employer contributions - 327,665 350,369 1,224,165 812,644 896,088 114,225 3,725,156
Rollovers of assets
Cash - 1,068 1,068 - 2,136 2,189 37,739 44,200
Common stock of Union
Planters Corporation - - - - - 82,814 - 82,814
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
Total contributions
and rollovers - 709,052 797,886 2,888,837 1,939,978 2,218,295 342,436 8,896,484
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
Total additions 20,758 905,327 1,256,471 7,365,030 4,583,398 7,440,969 372,908 21,944,861
DISTRIBUTIONS
Payments to participants (429) (2,699,182) (1,442,012) (6,719,568) (1,561,348) (4,328,517) (979) (16,752,035)
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
Net increase (decrease) 20,329 (1,793,855) (185,541) 645,462 3,022,050 3,112,452 371,929 5,192,826
Mergers of other plans - 1,892,110 1,256,569 - 1,552,118 14,558,219 1,905,764 21,164,780
Net transfers 12,771 (171,221) (901,445) (1,204,218) 2,119,526 2,399,774 (2,255,187) -
Net assets available
for benefits:
Beginning of period 178,168 3,855,137 4,045,919 26,030,659 7,344,242 3,351,100 283,382 45,088,607
-------- ---------- ---------- ----------- ----------- ----------- ------------ -----------
End of period $211,268 $3,782,171 $4,215,502 $25,471,903 $14,037,936 $23,421,545 $ 305,888 $71,446,213
======== ========== ========== =========== =========== =========== ============ ===========
</TABLE>
13
<PAGE> 18
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
4. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of net
assets available for benefits at December 31, 1996:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---- ----------
<S> <C> <C> <C>
COMMON STOCK
- ------------
Union Planters Corporation Common
Stock 827,762 $15,415,624 $32,282,721
COMMON TRUST FUNDS
- ------------------
Employee Benefit Trust's Equity Fund of
Union Planters National Bank 275,479 22,880,132 31,602,852
Employee Benefit Trust's Fixed Income
Fund of Union Planters National Bank 144,599 10,633,590 12,520,866
Westport Bank & Trust Company
Managed Guaranteed Investment
Contract Fund 318,453 6,271,904 7,009,331
5. REALIZED GAIN ON SALE OF INVESTMENTS
</TABLE>
The net realized gain on sale of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
---- ----
<S> <C> <C>
Common stock $ 19,273 $ 631,041
Common trust funds 150,200 666,545
Mutual funds - 15,329
-------- ----------
Net realized gain on sale of investments $169,473 $1,312,915
======== ==========
</TABLE>
14
<PAGE> 19
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
6. UNREALIZED APPRECIATION
The net change in unrealized appreciation in the fair value of investments
is summarized as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
---- ----
<S> <C> <C>
Common stock $ 5,991,049 $ 4,135,884
Common trust funds 4,609,668 6,866,574
----------- -----------
Net change in unrealized appreciation
in the fair value of investments $10,600,717 $11,002,458
=========== ===========
</TABLE>
7. ROLLOVERS OF ASSETS
During the years ended December 31, 1996 and 1995, the Plan received
rollovers of account balances from various participants in other retirement
and benefit plans totaling $1,656,358 and $127,014, respectively.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by Union
Planters National Bank, a wholly-owned subsidiary of the Corporation, and
common trust funds of Union Planters National Bank. Union Planters National
Bank is the trustee as defined by the Plan; therefore, these transactions
qualify as party-in-interest transactions. Additionally, the Plan held
common stock of the Corporation. As previously noted, all necessary expenses
of the Plan have been customarily paid by the Corporation.
9. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal Revenue
Service dated April 5, 1986 indicating that the Plan is qualified under
Internal Revenue Code Section 401(a) and, therefore, not subject to tax
under Section 501(a). A determination letter has been requested regarding
the amendments to the Plan relative to qualification under Section 401(k)
and the Tax Reform Act of 1986. The Corporation believes the amendments to
the Plan qualify under the Internal Revenue Code of 1986.
15
<PAGE> 20
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
10. SUBSEQUENT EVENTS
Effective January 1, 1997, the Leader Federal Bank for Savings Thrift
Incentive Plan (the "Leader Plan") was merged with the Plan by transferring
approximately $31,000,000 of net assets consisting of common stock of the
Corporation with a fair value of $27,977,001 and other assets with a fair
value of $3,489,265. Subsequent to the merger of the Plans, disbursements
were made to certain former participants of the Leader Plan totaling
approximately $7,800,000.
Subsequent to December 31, 1996, the fair value of the Plan's investment in
the common stock of the Corporation has increased as follows:
<TABLE>
<CAPTION>
FAIR VALUE
-------------------------
DECEMBER 31, JUNE 16,
1996 1997
---- ----
<S> <C> <C>
Union Planters Corporation common stock
(827,762 shares) $32,282,721 $42,526,273
Union Planters Corporation common stock
(717,359 shares) (a) 27,977,001 36,854,319
----------- -----------
$60,259,722 $79,380,592
=========== ===========
</TABLE>
(a) Assets transferred from the Leader Plan effective January 1, 1997 as
discussed above.
16
<PAGE> 21
UNION PLANTERS CORPORATION SCHEDULE I
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ ----------- ---- -----
SHORT-TERM INVESTMENTS
- ----------------------
<S> <C> <C> <C>
AIM Institutional Prime Fund 1,112,573 $ 1,112,573 $1,112,573
Federated Treasury Obligations Fund 3,550,753 3,550,753 3,550,753
* Union Planters National Bank
Hi-Yield Masternote 100,992 100,992 100,992
---------- ----------- -----------
Total short-term investments 4,763,318 4,764,318 4,764,318
---------- ----------- -----------
COMMON STOCK
- ------------
* Union Planters Corporation
Common Stock 827,762 15,415,624 32,282,721
---------- ----------- -----------
EQUITY COMMON TRUST FUNDS
- -------------------------
* Employee Benefit Trust's Equity Fund
of Union Planters National Bank 275,479 22,880,132 31,602,852
---------- ----------- -----------
FIXED INCOME COMMON TRUST FUNDS
* Employee Benefit Trust's
Fixed Income Fund of Union
Planters National Bank 144,599 10,633,590 12,520,866
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund (Trust Employer Identification
Number 62-0859006) 318,453 6,271,904 7,009,331
---------- ----------- -----------
Total fixed income common trust funds 463,052 16,905,494 19,530,197
---------- ----------- -----------
Total common trust funds 738,531 39,785,626 51,133,049
NOTES RECEIVABLE FROM PARTICIPANTS
- ----------------------------------
Notes receivable from participants,
secured by vested interests in plan
assets, interest at 8.5% to 9%
(Union Planters National Bank
floating consumer prime rate),
with original maturities of
one to seven years 282,128 282,128 282,128
---------- ----------- -----------
Total investments 6,611,739 $60,247,696 $88,462,216
========== =========== ===========
</TABLE>
* Represents an investment with a party-in-interest.
17
<PAGE> 22
UNION PLANTERS CORPORATION SCHEDULE II
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
SALES COST OF VALUE AT DATE GAIN ON
NAME OF INVESTMENT PROCEEDS(2) ASSETS OF TRANSACTION SALE(2)
----------- ---------- -------------- ---------
<S> <C> <C> <C> <C>
*Employee Benefit Trust's Equity
Fund of Union Planters National
Bank
Various purchases $3,938,872 $3,938,872
Various sales $ 918,001 630,610 918,001 $ 287,391
*Union Planters Corporation
Common Stock
Various purchases 6,916,257 6,916,257
Various sales 2,415,622 1,262,478 2,475,846 1,153,144
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions
as defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no expenses incidental to these transactions.
* Represents an investment with a party-in-interest.
18
<PAGE> 23
EXHIBIT B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Union Planters Corporation of our report dated June
16, 1997 appearing on page 4 of Exhibit A of the Annual Report of the Union
Planters Corporation 401(k) Retirement Savings Plan on Form 11-K for the year
ended December 31, 1996.
/s/Price Waterhouse LLP
Memphis, Tennessee
June 30, 1997
