UNION PLANTERS CORP
15-12G, 1998-07-02
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

 Certification and notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number            1-12405
                                               --------------------------------

                                MAGNA GROUP, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 ONE MAGNA PLACE, 1401 SOUTH BRENTWOOD BOULEVARD, ST. LOUIS, MISSOURI 63144
                                 (314) 963-2500
- -------------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                          $2.00 PAR VALUE COMMON STOCK
- -------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                         $2.00 PAR VALUE PREFERRED STOCK
- -------------------------------------------------------------------------------
        (Titles of all other classes of securities covered by this Form)

                                      NONE
- -------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

            Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)       [X]      Rule 12h-3(b)(1)(ii)    [ ]
            Rule 12g-4(a)(1)(ii)      [ ]      Rule 12h-3(b)(2)(i)     [ ]
            Rule 12g-4(a)(2)(i)       [ ]      Rule 12h-3(b)(2)(ii)    [ ]
            Rule 12g-4(a)(2)(ii)      [ ]      Rule 15d-6              [X]
            Rule 12h-3(b)(1)(i)       [X]

            Approximate number of holders of record as of the certification or
notice date:

NONE, FOLLOWING THE EFFECTIVE TIME OF THE REGISTRANT'S ACQUISITION BY UNION
PLANTERS CORPORATION PURSUANT TO THE REGISTRANT'S MERGER WITH AND INTO UNION
PLANTERS HOLDING CORPORATION, A WHOLLY OWNED SUBSIDIARY OF UNION PLANTERS
CORPORATION.

            Pursuant to the requirements of the Securities Exchange Act of 1934,
UNION PLANTERS CORPORATION, AS SUCCESSOR BY MERGER TO THE REGISTRANT, has caused
this certification/notice to be signed on its behalf by the undersigned duly
authorized person.

Date:     Ju1y 1, 1998                  By:/s/ E. James House, Jr.
     -------------------------             --------------------------------
                                            E. James House, Jr.
                                            Secretary of Union Planters
                                            Corporation, Successor
                                            to the Registrant

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall by typed or printed under the signature.





DC981830.003


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