<PAGE> 1
As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. 333-55749
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
TENNESSEE 6712 62-0859007
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
E. JAMES HOUSE, JR.
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT
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)
WITH COPIES TO:
<TABLE>
<S> <C> <C>
FRANK M. CONNER III LARRY V. SCHEPERS JAMES S. FLEISCHER, P.C.
ALSTON & BIRD LLP CHAIRMAN OF THE BOARD AND SILVER, FREEDMAN & TAFF, LLP
601 PENNSYLVANIA AVENUE, N.W. CHIEF EXECUTIVE OFFICER 1100 NEW YORK AVENUE
SEVENTH FLOOR, EAST TOWER
NORTH BUILDING, 11TH FLOOR CAPITAL SAVINGS BANCORP, INC. WASHINGTON, D.C. 20005
WASHINGTON, D.C. 20004 425 MADISON STREET (202) 414-6100
(202) 756-3303 JEFFERSON CITY, MISSOURI 65101
(573) 635-4151
</TABLE>
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as practicable after the merger (the "Merger") described in this
Registration Statement becomes effective.
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, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), SHALL
DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of the Registrant 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 the Registrant'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.
II-1
<PAGE> 3
ITEM 21. EXHIBITS.
The following exhibits are filed herein or have been, as noted,
previously filed:
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- ---------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Reorganization, dated as of November 25, 1997,
by and between Union Planters Corporation and Capital Savings
Bancorp, Inc. (Included as Appendix A to the Proxy Statement
included as part of this Registration Statement.)
2.2 Plan of Merger of Capital Savings Bancorp, Inc. into and with
Union Planters Holding Corporation. (Included as Appendix B to
the Proxy Statement included as part of this Registration
Statement.)
2.3 Stock Option Agreement, dated as of November 25, 1997, by and
between Capital Savings Bancorp, Inc. and Union Planters
Corporation (previously filed).
4.1 Restated Charter of Union Planters Corporation. (Incorporated by
reference to Exhibit 3(a) to the Quarterly Report on Form 10-Q of
UPC for the three months ended March 31, 1998.)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to exhibit 3(d) to the Annual Report on
Form 10-K of UPC for the fiscal year ended December 31, 1996 (File
No. 0-6919).)
5.1 Opinion of E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation, as to the validity of the
shares of UPC Common Stock (previously filed).
8.1 Opinion of Alston & Bird LLP as to federal income tax consequences.
23.1 Consent of Price Waterhouse LLP (previously filed).
23.2 Consent of Williams -Keppers, LLP, independent auditors for
Capital Savings Bancorp, Inc. (previously filed).
23.3 Consent of E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation (previously filed and
included in Exhibit 5.1).
23.4 Consent of Alston & Bird LLP (included in Exhibit 8.1).
23.5 Consent of ABN AMRO Incorporated (previously filed).
24.1 Power of Attorney (previously filed).
99.1 Form of Proxy of Capital Savings Bancorp, Inc. (previously filed).
</TABLE>
II-2
<PAGE> 4
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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, the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form
S-4, 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.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(7) That prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(8) That every prospectus: (i) that is filed pursuant to Paragraph (7)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee on this the 4th day of May, 1998.
REGISTRANT
UNION PLANTERS CORPORATION
By:/s/ Benjamin W. Rawlins, Jr.
---------------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and at the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief Executive May 4, 1998
- --------------------------- Officer, Director (Principal
Benjamin W. Rawlins, Jr. Executive Officer)
/s/ Jackson W. Moore* President, Chief Operating Officer, May 4, 1998
- ------------------------ Director
Jackson W. Moore
/s/ John W. Parker* Executive Vice President and May 4, 1998
- ------------------------ Chief Financial Officer
John W. Parker (Principal Financial Officer)
/s/ M. Kirk Walters Senior Vice President, Treasurer, May 4, 1998
- ------------------------ and Chief Accounting Officer
M. Kirk Walters
/s/ Edgar H. Bailey* Vice Chairman of the Board May 4, 1998
- ------------------------ and Director
Edgar H. Bailey
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Albert M. Austin* Director May 4, 1998
- -------------------------
Albert M. Austin
/s/ Marvin E. Bruce* Director May 4, 1998
- -------------------------
Marvin E. Bruce
/s/ George W. Bryan* Director May 4, 1998
- -------------------------
George W. Bryan
/s/ James E. Harwood* Director May 4, 1998
- -------------------------
James E. Harwood
/s/ Parnell S. Lewis, Jr.* Director May 4, 1998
- -------------------------
Parnell S. Lewis, Jr.
/s/ C. J. Lowrance, III* Director May 4, 1998
- -------------------------
C. J. Lowrance, III
/s/ Stanley D. Overton* Director May 4, 1998
- ------------------------
Stanley D. Overton
/s/ Dr. V. Lane Rawlins* Director May 4, 1998
- ------------------------
Dr. V. Lane Rawlins
/s/ Donald F. Schuppe* Director May 4, 1998
- ------------------------
Donald F. Schuppe
/s/ Mike P. Sturdivant* Director May 4, 1998
- ------------------------
Mike P. Sturdivant
/s/ David M. Thomas* Director May 4, 1998
- ------------------------
David M. Thomas
Director _________, 1998
- ------------------------
Richard A. Trippeer, Jr.
Director _________, 1998
- ------------------------
Spence L. Wilson
</TABLE>
By: /s/ M. KIRK WALTERS May 4, 1998
-------------------
M. Kirk Walters as
Attorney-in-fact
II-5
<PAGE> 7
EXHIBIT INDEX
The following exhibits are filed herein or have been, as noted,
previously filed:
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- --------------------------------------------------------------------
<S> <C>
8.1 Opinion of Alston & Bird LLP as to federal income tax consequences.
23.4 Consent of Alston & Bird LLP (included in Exhibit 8.1).
</TABLE>
<PAGE> 1
EXHIBIT 8.1
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
PHILIP C. COOK DIRECT DIAL: 404-881-7000
June 3, 1998
FORM OF TAX OPINION
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Capital Savings Bancorp, Inc.
425 Madison Street
Jefferson City, Missouri 65101
Re: Plan of Merger Involving Union Planters Corporation and Capital
Bancorp
Ladies and Gentlemen:
We have acted as counsel to Union Planters Corporation ("UPC"), a
corporation organized and existing under the laws of Tennessee, in connection
with the proposed merger (the "Merger") of Capital Savings Bancorp, Inc.
("Capital"), a corporation organized and existing under the laws of Delaware
with and into Union Planters Holding Corporation ("UPHC"), a wholly-owned,
first-tier subsidiary of UPC organized under the laws of Tennessee, pursuant to
the Agreement and Plan of Reorganization by and between Capital and UPC made and
entered into as of November 25, 1997 (the "Agreement"). All capitalized terms
used herein without definition shall have the respective meanings specified in
the Agreement, and unless otherwise specified, all section references herein are
to the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the
Merger, and as more fully described in the Agreement, each share of Capital
Common Stock issued and outstanding at the Effective Time shall cease to be
outstanding and shall be converted into and exchanged for the right to receive a
certain specified number of shares of UPC Common Stock. Each share of UPC Common
Stock issued pursuant to the Merger will be accompanied by a UPC Right.
In our capacity as counsel to UPC, our opinion has been requested with
respect to certain of the federal income tax consequences of the Merger. In
rendering this opinion, we have examined such documents as we deemed
appropriate, including the Agreement;
601 Pennsylvania
1211 East Morehead Avenue, N.W.
Street 3605 Glenwood Avenue, North Building, 11th
P. O. Drawer 34009 Suite 310 Floor
Charlotte, NC P. O. Drawer 31107 Washington, DC
28234-4009 Raleigh, NC 27622-1107 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-881-3175 Fax: 202-756-3333
<PAGE> 2
Union Planters Corporation
Capital Savings Bancorp, Inc.
June 3, 1998
Page 2
the Registration Statement on Form S-4 filed by UPC with the Securities and
Exchange Commission under the Securities Act of 1933, on May 28 1998, as
amended, including the Proxy Statement/Prospectus for the Special Meeting of the
shareholders of Capital (together the "Registration Statement"); and such
additional documents as we have considered relevant. In rendering our opinion,
we have assumed that the Agreement and the Registration Statement accurately and
completely describe the Merger and that the Merger will be consummated in
accordance with the Agreement.
In rendering the opinion expressed herein, we have relied, with the
consent of Capital and UPC, upon the accuracy and completeness of the statements
and representations (which statements and representations we have neither
investigated nor verified) contained in the certificates of Capital and UPC to
us dated June 3, 1998, and June 3, 1998, respectively, and have assumed that
such certificates are complete and accurate as of the date hereof, and will be
complete and accurate as of the Effective Time. Our opinions cannot be relied
upon if any of the facts contained in the certificate of Capital or UPC is, or
later becomes, inaccurate.
On the basis of the foregoing, it is our opinion under presently
applicable federal income tax law that:
(1) The Merger will qualify as a reorganization within the meaning
of Section 368(a) of the Code, and each of UPC, UPHC and Capital will be a
party to the reorganization within the meaning of Section 368(b) of the
Code.
(2) No gain or loss will be recognized by Capital, UPC or UPHC as a
result of the Merger.
(3) No gain or loss will be recognized by a shareholder of Capital
upon the receipt of UPC Common Stock and UPC Rights solely in exchange for
all of his or her shares of Capital Common Stock.
(4) The basis of the UPC Common Stock received by a shareholder of
Capital in the Merger will be the same as the basis of the Capital Common
Stock surrendered in exchange therefor less the basis allocated to any
fractional share of UPC Common Stock settled by cash payment.
(5) The holding period of the UPC Common Stock received by a
shareholder of Capital (including the holding period of any fractional
share interest) will include the holding period of the Capital Common
Stock surrendered
<PAGE> 3
Union Planters Corporation
Capital Savings Bancorp, Inc.
June 3, 1998
Page 3
in exchange therefor, provided the Capital Common Stock was held as a
capital asset on the date of the exchange.
(6) The payment of cash in lieu of a fractional share of interest in
UPC Common Stock will be treated as if the fractional shares were issued
as part of the exchange and then redeemed by UPC. These cash payments will
be treated under Section 302(a) of the Code as having been received as
distributions in full payment in exchange for the fractional shares of UPC
Common Stock redeemed. Generally, any gain or loss recognized upon such
exchange will be capital gain or loss, provided the fractional share would
constitute a capital asset in the hands of the exchanging shareholder.
Our opinion is based upon existing statutory, regulatory, and judicial
authority, any of which may be changed at any time with retroactive effect. Our
opinion does not address the tax consequences applicable to special classes of
taxpayers including, without limitation, shareholders of Capital who hold their
stock other than as a capital asset, non-U.S. shareholders, tax exempt entities
and persons who acquired the Capital stock as compensation. Our opinion is
limited to the tax matters specifically covered herein, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger, including for example, any issues related to intercompany transactions,
changes in accounting methods resulting from the Merger, or the consequences of
the Merger under state, local or foreign law.
We hereby consent to the use of this opinion and to the references made to
Alston & Bird LLP in the Registration Statement under the captions
"Summary--Certain Federal Income Tax Consequences of the Merger" and
"Description of the Transactions--Certain Federal Income Tax Consequences of the
Merger" and to the filing of the opinion as an exhibit to the Registration
Statement.
Very truly yours,
ALSTON & BIRD LLP
By:/s/ PHILIP C. COOK
-------------------------
Philip C. Cook, Partner
PCC:SA:mlt
