<PAGE> 1
As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-49617
-----
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
PRE-EFFECTIVE AMENDMENT NO. 2
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 G. THOMAS ANDES EDWARD D. HERLIHY
ALSTON & BIRD LLP CHAIRMAN OF THE BOARD, PRESIDENT, AND WACHTELL, LIPTON, ROSEN & KATZ
601 PENNSYLVANIA AVENUE, N.W. CHIEF EXECUTIVE OFFICER 51 WEST 52ND STREET
NORTH BUILDING, 11TH FLOOR MAGNA GROUP, INC. NEW YORK, NEW YORK 10019
WASHINGTON, D.C. 20004 ONE MAGNA PLACE (212) 403-1000
(202) 756-3303 1401 SOUTH BRENTWOOD BOULEVARD
ST. LOUIS, MISSOURI 63144
(314) 963-2548
</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.
================================================================================
<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:
Exhibit No. Description
- ------------ ----------------------------------------------------------------
2.1 Agreement and Plan of Reorganization, dated as of February 22,
1998, by and between Union Planters Corporation and Magna Group,
Inc. (Included as Appendix A to the Joint Proxy Statement
included as part of this Registration Statement.)
2.2 Plan of Merger of Magna Group, Inc. into and with Union Planters
Holding Corporation. (Included as Appendix B to the Joint Proxy
Statement included as part of this Registration Statement.)
2.3 Stock Option Agreement, dated as of February 22, 1998, by and
between Magna Group, Inc. and Union Planters Corporation.
(Incorporated by reference to Exhibit 2 to the Schedule 13D
filed by Union Planters Corporation with the SEC on March 4,
1998.)
4.1 Restated Charter of Union Planters Corporation. (Incorporated by
reference to Exhibit 3(a) to the Annual Report on Form 10-K of
UPC for the fiscal year ended December 31, 1996.)
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.
8.1 Opinion of Alston & Bird LLP as to federal income tax
consequences.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz as to federal income
tax consequences.
23.1 Consent of Price Waterhouse LLP (previously filed).
23.2 Consent of Ernst & Young LLP, independent auditors for Magna
Group, Inc. (previously filed).
23.4 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).
23.4 Consent of Alston & Bird LLP (included in Exhibit 8.1).
23.5 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
8.2).
23.6 Consent of Donaldson, Lufkin & Jenrette Securities Corporation
(previously filed).
23.7 Consent of Stifel, Nicolaus & Company, Incorporated (previously
filed).
24.1 Power of Attorney (previously filed).
99.1 Form of Proxy of Magna Group, Inc. (previously filed).
99.2 Form of Proxy of Union Planters Corporation. (previously filed).
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 Pre-effective amendment no. 2 to the
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 26th
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>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief Executive May 26, 1998
- ------------------------------------ Officer, Director (Principal
Benjamin W. Rawlins, Jr. Executive Officer)
/s/ Jackson W. Moore* President, Chief Operating Officer, May 26, 1998
- ------------------------------------ Director
Jackson W. Moore
/s/ John W. Parker* Executive Vice President and May 26, 1998
- ------------------------------------ Chief Financial Officer
John W. Parker (Principal Financial Officer)
/s/ M. Kirk Walters* Senior Vice President, Treasurer, May 26, 1998
- ------------------------------------ and Chief Accounting Officer
M. Kirk Walters
/s/ Edgar H. Bailey* Vice Chairman of the Board May 26, 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 26, 1998
- ------------------------------------
Albert M. Austin
/s/ Marvin E. Bruce* Director May 26, 1998
- ------------------------------------
Marvin E. Bruce
/s/ George W. Bryan* Director May 26, 1998
- ------------------------------------
George W. Bryan
/s/ James E. Harwood* Director May 26, 1998
- ------------------------------------
James E. Harwood
/s/ Parnell S. Lewis, Jr.* Director May 26, 1998
- ------------------------------------
Parnell S. Lewis, Jr.
/s/ C. J. Lowrance, III* Director May 26, 1998
- ------------------------------------
C. J. Lowrance, III
/s/ Stanley D. Overton* Director May 26, 1998
- ------------------------------------
Stanley D. Overton
/s/ Dr. V. Lane Rawlins* Director May 26, 1998
- ------------------------------------
Dr. V. Lane Rawlins
/s/ Donald F. Schuppe* Director May 26, 1998
- ------------------------------------
Donald F. Schuppe
/s/ Mike P. Sturdivant* Director May 26, 1998
- ------------------------------------
Mike P. Sturdivant
/s/ David M. Thomas* Director May 26, 1998
- ------------------------------------
David M. Thomas
Director _________, 1998
- ------------------------------------
Richard A. Trippeer, Jr.
Director _________, 1998
- ------------------------------------
Spence L. Wilson
</TABLE>
* By: /s/ E. James House, Jr.
- -----------------------------
E. James House, Jr.
Attorney-in-Fact
II-5
<PAGE> 7
EXHIBIT INDEX
The following exhibits are filed herein:
Exhibit No. Description
- ------------ ----------------------------------------------------------------
2.1 Agreement and Plan of Reorganization, dated as of February 22,
1998, by and between Union Planters Corporation and Magna Group,
Inc. (Included as Appendix A to the Joint Proxy Statement
included as part of this Registration Statement.)
2.2 Plan of Merger of Magna Group, Inc. into and with Union Planters
Holding Corporation. (Included as Appendix B to the Joint Proxy
Statement included as part of this Registration Statement.)
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.
8.1 Opinion of Alston & Bird LLP as to federal income tax
consequences.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz as to federal income
tax consequences.
23.3 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).
23.4 Consent of Alston & Bird LLP (included in Exhibit 8.1).
23.5 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
8.2).
<PAGE> 1
EXHIBIT 5.1
-----------
[UNION PLANTERS CORPORATION LETTERHEAD]
May 19, 1998
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 36,716,861 SHARES OF THE COMMON STOCK, $5.00
PAR VALUE PER SHARE OF UNION PLANTERS
CORPORATION, A TENNESSEE CORPORATION ("UPC")
Ladies and Gentlemen:
The undersigned has participated in the preparation of a registration
statement on Form S-4 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 36,716,861 shares
of UPC's common stock, $5.00 par value per share, including accompanying
Preferred Share Rights ("UPC Common Stock") which may be issued by UPC pursuant
to an Agreement and Plan of Reorganization, dated as of February 22, 1998, by
and between UPC and Magna Group, Inc. ("Magna") (the "Agreement").
For purposes of rendering the opinion expressed herein, the
undersigned has examined UPC's corporate charter and all amendments thereto;
UPC's by-laws and amendments thereto; the Agreement and such of UPC's corporate
records as the undersigned has deemed necessary and material to rendering the
undersigned's opinion. The undersigned has relied upon certificates of public
officials and representations of UPC officials, and has assumed that all
documents examined by the undersigned as originals are authentic, that all
documents submitted to the undersigned as photocopies are exact duplicates of
original documents, and that all signatures on all documents are genuine.
Further, the undersigned is familiar with, and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power
and authority to issue, sell and deliver the subject securities, and to carry on
its business and own its property; and
2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Merger have been duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
3. The opinion expressed above is limited by the following
assumptions, qualifications, and exceptions.
(a) The undersigned is licensed to practice law only in the State
of Tennessee and expresses no opinion with respect to the effect of the laws
other than those of the State of Tennessee and of the United States of America.
<PAGE> 2
Union Planters Corporation
May 19, 1998
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions, and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to update
or supplement said opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior to the date hereof,
might have resulted in a different opinion.
(c) This opinion is limited to the legal matters expressly set
forth herein, and no opinion is to be implied or inferred beyond the legal
matters expressly so addressed.
The undersigned hereby consent to the undersigned being named as a
party rendering a legal opinion under the caption "Opinions" in the Joint Proxy
Statement constituting part of the Registration Statement and to the filing of
this opinion with the Securities and Exchange Commission as well as all state
regulatory bodies and jurisdictions where qualification is sought for the sale
of the subject securities.
The undersigned is an officer of, and receives compensation from UPC
and therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ E. James House, Jr.
-------------------------
E. James House, Jr.
<PAGE> 1
EXHIBIT 8.1
-----------
[ALSTON & BIRD LLP LETTERHEAD]
Philip C. Cook Direct Dial: 404-881-7491 E-mail: [email protected]
May 26, 1998
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee
Re: PROPOSED AGREEMENT AND PLAN OF MERGER INVOLVING UNION PLANTERS
CORPORATION, AND UNION PLANTERS HOLDING CORPORATION
Ladies and Gentlemen:
We have served as counsel to Union Planters Corporation ("UPC") in
connection with the proposed reorganization of UPC and Magna Group, Inc.
("Magna") pursuant to the Agreement and Plan of Merger dated as of February 22,
1998 (the "Agreement") which provides for the merger of Magna with and into
Union Planters Holding Corporation ("UPHC"), a wholly-owned, direct subsidiary
of UPC (the "Merger"). 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 (i) the Internal Revenue
Code of 1986, as amended (the "Code"), and Treasury Regulations, (ii) the
legislative history of applicable sections of the Code, and (iii) appropriate
Internal Revenue Service and court decisional authority. In addition, we have
relied upon certain assumptions as more fully described below. All 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 Code.
INFORMATION RELIED UPON
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:
(1) The Agreement;
<PAGE> 2
Union Planters Corporation
May 26, 1998
Page 2
(2) The Registration Statement on Form S-4 filed by UPC with the
Securities and Exchange Commission under the Securities Act of 1933, on April 7,
1998, as amended, and the Joint Proxy Statement/Prospectus for the special
meeting of shareholders of UPC and the annual meeting of the shareholders of
Magna; and
(3) Such additional documents as we have considered relevant.
In our examination of the documents, we have assumed with your
consent that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that such originals are authentic, that all such
documents have been or will be duly executed to the extent required, that all
statements set forth in such documents are accurate, that the transactions
contemplated by the Agreement will be consummated in accordance therewith and as
described in the Joint Proxy Statement/Prospectus.
We have also obtained such additional information and representations
as we have deemed relevant and necessary through consultation with various
officers and representatives of Magna and UPC and through certificates (the
"Certificates") provided by the management of Magna and the management of UPC
and attached hereto as Exhibits A and B.
You have advised us that the Boards of Directors of Magna and UPC
believe that, among other things, the Merger will result in a company with
expanded opportunities for profitable growth and that the combined resources and
capital of Magna and UPC will provide an enhanced ability to compete in the
changing and competitive financial services industry.
OPINIONS
Based on the representations contained in the Certificates, the foregoing
assumptions and subject to the assumptions and qualifications set forth in the
Joint Proxy Statement/Prospectus under the heading "Description of the
Transaction--Certain Federal Income Tax Consequences of the Merger", we are of
the opinion that under presently applicable federal income tax law:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code.
2. No gain or loss will be recognized by holders of Magna Common Stock who
exchange all of their Magna Common Stock solely for UPC Common Stock pursuant to
the Merger (except with respect to any cash received in lieu of a fractional
share interest in UPC Common Stock).
<PAGE> 3
Union Planters Corporation
May 26, 1998
Page 3
3. The tax basis of the UPC Common Stock received by holders of Magna
Common Stock who exchange all of their Magna Common Stock solely for UPC Common
Stock in the Merger will be the same as the tax basis of the Magna Common Stock
surrendered in exchange for the UPC Common Stock (reduced by an amount allocable
to a fractional share interest in UPC Common Stock for which cash is received).
4. The holding period of the UPC Common Stock received by holders who
exchange all of their Magna Common Stock solely for UPC Common Stock in the
Merger will be the same as the holding period of the Magna Common Stock
surrendered in exchange therefor, provided that such Magna Common Stock is held
as a capital asset at the Effective Time.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the documents
that we have examined, the additional information that we have obtained, and the
statements set out in the Certificates, which we have assumed are true on the
date hereof and will be true on the date on which the Merger is consummated. Our
opinions cannot be relied upon if any of the facts pertinent to the Federal
income tax treatment of the Merger stated in such documents or in such
additional information is, or later becomes, inaccurate, or if any of the
statements set out in the Certificates are, or later become, inaccurate.
Finally, our opinions are limited to the tax matters specifically covered
thereby, 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, accounting methods, or changes in accounting methods
resulting from the Merger.
We hereby consent to the use of this opinion and to the references
made to the firm under the captions "Summary--The Merger", "Description of the
Transaction--Certain Federal Income Tax Consequences of the Merger" and
"Opinions" in the Joint Proxy Statement/Prospectus constituting part of the
Registration Statement on Form S-4 of UPC.
Very truly yours,
ALSTON & BIRD
By:/s/ Philip C. Cook
---------------------
Philip C. Cook
<PAGE> 1
EXHIBIT 8.2
[Wachtell, Lipton, Rosen & Katz Letterhead]
Magna Group, Inc.
May 26, 1998
Page 1
May 26, 1998
Magna Group, Inc.
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144
Ladies/Gentlemen:
We have acted as special counsel to Magna Group, Inc., a Delaware
corporation ("Magna"), in connection with the proposed merger (the "Merger") of
Magna with and into Union Planters Holding Corporation, a Tennessee corporation
("UPHC") and wholly-owned subsidiary of Union Planters Corporation, a Tennessee
corporation ("UPC"), upon the terms and conditions set forth in the Agreement
and Plan of Reorganization dated as of February 22, 1998, by and between Magna
and UPC (the "Agreement"). At your request, in connection with the filing of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Merger (the "Registration Statement"), we are
rendering our opinion concerning certain federal income tax consequences of the
Merger.
For purposes of the opinion set forth below, we have relied, with the
consent of Magna and the consent of UPC, upon the accuracy and completeness of
the statements and representations (which statements and representations we have
neither investigated nor verified) contained, respectively, in the certificates
of the officers of Magna and UPC dated the date hereof, and have assumed that
such certificates will be complete and accurate as of the Effective Time. We
have also relied upon
<PAGE> 2
Magna Group, Inc.
May 26, 1998
Page 2
the accuracy of the Registration Statement and the Joint Proxy
Statement/Prospectus included therein (together, the "Proxy Statement"). Any
capitalized term used and not defined herein has the meaning given to it in the
Proxy Statement or the appendices thereto (including the Agreement). We have
also assumed that the transactions contemplated by the Agreement will be
consummated in accordance therewith and as described in the Proxy Statement.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable United States federal income tax law:
(i) The Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code;
(ii) No gain or loss will be recognized by holders of Magna
Common Stock who exchange all of their Magna Common Stock solely for UPC
Common Stock pursuant to the Merger (except with respect to any cash
received in lieu of a fractional share interest in UPC Common Stock);
(iii) The tax basis of the UPC Common Stock received by holders
of Magna Common Stock who exchange all of their Magna Common Stock solely
for UPC Common Stock in the Merger will be the same as the tax basis of
the Magna Common Stock surrendered in exchange for the UPC Common Stock
(reduced by an amount allocable to a fractional share interest in UPC
Common Stock for which cash is received); and
(iv) The holding period of the UPC Common Stock received by
holders who exchange all of their Magna Common Stock solely for UPC Common
Stock in the Merger will be the same as the holding period of the Magna
Common Stock surrendered in exchange therefor, provided that such Magna
Common Stock is held as a capital asset at the Effective Time.
<PAGE> 3
Magna Group, Inc.
May 26, 1998
Page 3
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references to us under the captions "SUMMARY -- The Merger -- Certain Federal
Income Tax Consequences" and "DESCRIPTION OF THE TRANSACTION -- Certain Federal
Income Tax Consequences of the Merger" and elsewhere in the Proxy Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
This opinion may not be applicable to special situations, such as
Magna shareholders, if any, who received Magna Capital Stock upon the exercise
of employee stock options or otherwise as compensation, that hold Magna Capital
Stock as part of a "straddle" or "conversion transaction," or that are insurance
companies, securities dealers, financial institutions or foreign persons.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
