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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
April 16, 1998 (April 16, 1998)
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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 (IRS Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
FIRST QUARTER EARNINGS RELEASE
On April 16, 1998, Union Planters Corporation announced operating results
for the three months ended March 31, 1998. 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 April 16, 1998,
announcing operating results for the three months ended March
31, 1998
2
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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: April 16, 1998 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
3
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EXHIBIT 99(A)
Union Planters Corporation Press Release
dated April 16, 1998, announcing operating results for
the three months ended March 31, 1998
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APRIL 16, 1998
UNION PLANTERS CORPORATION REPORTS RECORD FIRST
QUARTER EARNINGS OF $74.6 MILLION
Memphis, Tennessee -- Union Planters Corporation reported today record
first quarter 1998 net earnings of $74.6 million compared to $66.4 million for
the same period in 1997. Diluted earnings per common share for the first quarter
were $.86 per share compared to $.79 per share for the same period a year ago.
The first quarter earnings represent a return on average assets of 1.68% and a
return on average common equity of 17.50% which compares to 1.49% and 17.16%,
respectively, for the same quarter in 1997.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said,
"We are pleased with our first quarter performance. We had a good increase in
noninterest income while maintaining control over operating expenses and holding
the net interest margin steady. We are working to fully integrate the
acquisitions completed in the past four months and to achieve the savings made
possible by our recent charter consolidation."
Net interest income for the quarter was $190.7 million, approximately
the same as last year. Average earning assets remained almost level and the net
interest margin was 4.80% in both periods. Average loans, excluding FHA/VA
government-insured/guaranteed loans, for the quarter were $11.8 billion, an
increase of 6.4%.
The provision for losses on loans for the quarter was $17.9 million
compared to $22.0 million for the first quarter of 1997. Net charge-offs for the
first quarter were $22.9 million, an increase of $4.7 million from the first
quarter of 1997. The consumer portfolio,
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primarily credit cards, accounted for over one-half of the net charge-offs for
the quarter.
At March 31, 1998, the allowance for losses on loans was $223.8
million, or 1.95% of loans and 240% of nonperforming loans. Nonperforming assets
at quarter end were $115.8 million, or 1.01% of loans and foreclosed properties.
This compares to $124.9 million, or 1.14% of loans and foreclosed properties at
March 31, 1997.
Noninterest income increased 15% for the first quarter to $95.7 million
compared to $83.0 million a year ago. The increase includes investment
securities gains of $5.0 million and gains on sale of mortgages of $2.1 million.
The gains resulted from the sale of adjustable-rate mortgage-backed securities
and mortgage loans which were sold at premiums. Other categories showing
increases included factoring commissions, brokerage income, and mortgage banking
income.
Noninterest expenses for the quarter were $153.6 million, an increase
of 3% from $148.6 million for the first quarter of 1997. The increase relates
primarily to various small acquisitions in 1997 and Sho-Me Financial Corporation
which was acquired effective January 1, 1998.
Union Planters Corporation ended the quarter with total assets of $18.4
billion, total loans of $12.7 billion, and total deposits of $13.6 billion.
Shareholders' equity at March 31, 1998 was $1.8 billion and the shareholders'
equity to total assets and leverage ratios were 9.83% and 10.72%, respectively.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 676 ATM locations and 518 banking offices
in Tennessee, Mississippi, Florida, 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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Union Planters Corporation is currently a party to definitive
agreements to acquire eleven financial institutions, the largest two of which
are Magna Group Inc., in St. Louis, Missouri, which has total assets of
approximately $7.5 billion and Peoples First Corporation, in Paducah, Kentucky,
which has total assets of approximately $1.5 billion, and to purchase certain
branch locations and assume $1.5 billion of deposit liabilities of California
Federal Bank in Florida. These transactions, in the aggregate, will increase
Union Planters' total assets approximately $12.6 billion, to approximately $31
billion.
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FOR ADDITIONAL INFORMATION:
FINANCIAL CONTACT
JACK W. PARKER
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(901) 580-6781
MEDIA CONTACT
BILL ANDREWS
SENIOR VICE PRESIDENT
(901) 580-2892
[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
MARCH 31,
1998 1997
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<S> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 190,707 $ 190,590
Taxable-equivalent basis 194,902 194,784
Provision for losses on loans 17,909 22,004
Noninterest income
Investment securities gains 5,215 173
Other 90,503 82,811
Noninterest expense 153,624 148,646
Earnings before income taxes 114,892 102,924
Applicable income taxes 40,320 36,479
NET EARNINGS 74,572 66,445
NET EARNINGS APPLICABLE TO COMMON SHARES 73,937 64,949
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PER COMMON SHARE DATA
Net earnings
- basic $ .89 $ .82
- diluted .86 .79
Cash dividends .50 .32
Book value 21.13 20.00
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BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $11,498,890 $10,968,173
Allowance for losses on loans 223,837 192,943
Nonperforming assets
Nonaccrual loans 91,278 82,120
Restructured loans 1,862 10,998
Foreclosed properties 22,667 31,769
Loans 90 days past due 27,119 19,841
FHA/VA government-insured/guaranteed loans 1,228,769 1,592,665
Nonaccrual 13,606 --
90 days past due 438,038 599,723
Available for sale investment securities
Amortized cost 3,237,613 3,426,554
Fair value 3,287,664 3,449,824
Unrealized gain, net of taxes 30,508 14,226
Total assets 18,413,614 18,054,916
Total deposits 13,581,227 13,386,397
Total shareholders' equity 1,809,442 1,663,363
Total common equity 1,772,470 1,591,426
Tier 1 capital 1,921,998 1,806,149
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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
MARCH 31,
1998 1997
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<S> <C> <C>
AVERAGE BALANCES
Loans, excluding FHA/VA government-insured/
guaranteed loans $11,783,070 $11,076,148
FHA/VA government-insured/guaranteed loans 1,274,161 1,583,016
Investment securities 2,995,467 3,354,166
Earning assets 16,452,918 16,466,377
Total assets 18,005,794 18,031,648
Total deposits 13,482,786 13,366,389
Interest-bearing liabilities 13,530,198 13,806,465
Demand deposits 2,196,359 2,105,584
Shareholders' equity 1,760,458 1,615,979
Common equity 1,713,706 1,534,779
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets 1.68% 1.49
Return on average common equity 17.50 17.16
Allowance for losses on loans to loans (1) 1.95 1.76
Nonperforming loans to loans (1) .81 .85
Nonperforming assets to loans and
foreclosed properties (1) 1.01 1.14
Net charge-offs of loans $ 22,863 $ 18,179
Net charge-offs as a percentage of
average loans .79% .67%
Common shares outstanding (end of
period, in thousands) 83,865 79,562
Weighted average shares outstanding
(in thousands)
Basic 83,379 78,904
Diluted 86,974 84,465
Yield on earning assets (taxable-equivalent
basis) 8.71% 8.75%
Rate on interest-bearing liabilities 4.75 4.72
Interest rate spread (taxable-equivalent
basis) 3.96 4.03
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.80 4.80
Expense ratio 1.38 1.44
Efficiency ratio 52.99 52.63
Shareholders' equity to total assets 9.83 9.21
Leverage ratio 10.72 10.05
(1) Excludes FHA/VA government-insured/guaranteed loans
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</TABLE>
