<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-56235
- --------------------------------------------------------------------------------
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:
Stewart E. Conner, Esq. John R. Zerkle, Esq.
Wyatt, Tarrant & Combs Leagre Chandler & Millard
2800 Citizens Plaza 9100 Keystone Crossing, Suite 800
Louisville, Kentucky 40202 Indianapolis, Indiana 46240
(502) 562-7223 (317) 808-3000
Approximate date of commencement of proposed sale of securities to the public:
As soon as practicable after this Registration Statement becomes effective and
after conditions described in the Agreement and Plan of Merger have been
satisfied.
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 DATE 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), MAY
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 ordinary 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 to 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 Merger, dated as of March 31, 1998,
between Union Planters Corporation and AMBANC Corp. (Incorporated
by reference to Exhibit 1 to the Schedule 13D, dated March 31,
1998, filed by UPC (File No. 0-6919) with respect to the common
stock of AMBANC Corp. (File No. 0-10710) (Included as Appendix A
to the Proxy Statement included as part of this Registration
Statement).
2.2 Plan of Merger of AMBANC Corp. 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 March 31, 1998, between
AMBANC Corp. and Union Planters Corporation. (Incorporated by
reference to Exhibit 1 to the Schedule 13D, dated March 31, 1998,
filed by UPC (File No. 0-6919) with respect to the common stock
of AMBANC Corp. (File No. 0-10710).)
4.1 Restated Charter of Union Planters Corporation, as amended
(Incorporated by reference to Exhibit 3(a) to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File
No. 0-6919).
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 Wyatt, Tarrant & Combs as to federal income tax
consequences.
8.2 Opinion of Leagre Chandler & Millard as to federal income tax
consequences.
23.1 Consent of Price Waterhouse LLP, independent accountants for
Union Planters Corporation (previously filed).
23.2 Consent of Deloitte & Touche LLP, independent auditors for AMBANC
Corp. (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 Wyatt, Tarrant & Combs (included in Exhibit 8.1).
23.5 Consent of Leagre Chandler & Millard (included in Exhibit 8.2).
23.6 Consent of McDonald & Company Securities, Inc. (previously
filed).
24.1 Power of Attorney (contained on the signature page hereof).
99.1 Form of proxy of AMBANC Corp. (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
Company 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 June 23, 1998.
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 Amendment to Registration Statement on Form S-4 has been signed
below by the following persons as of the 23rd day of June, 1998 in the
capacities indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/BENJAMIN W. RAWLINS, JR. Chairman of the Board, June 23, 1998
- ---------------------------- Chief Executive Officer
Benjamin W. Rawlins, Jr. Director (Principal Executive Officer)
/s/JOHN W. PARKER* Executive Vice President and June 23, 1998
- ---------------------------- Chief Financial Officer (Principal
John W. Parker Financial Officer)
/s/M. KIRK WALTERS* Senior Vice President, Treasurer, June 23, 1998
- ---------------------------- and Chief Accounting Officer
M. Kirk Walters
/s/ALBERT M. AUSTIN* Director June 23, 1998
- ----------------------------
Albert M. Austin
/s/MARVIN E. BRUCE* Director June 23, 1998
- ----------------------------
Marvin E. Bruce
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/GEORGE W. BRYAN* Director June 23, 1998
- ----------------------------
George W. Bryan
/s/JAMES E. HARWOOD* Director June 23, 1998
- ----------------------------
James E. Harwood
/s/PARNELL S. LEWIS, JR.* Director June 23, 1998
- ----------------------------
Parnell S. Lewis, Jr.
/s/C.J. LOWRANCE, III* Director June 23, 1998
- ----------------------------
C.J. Lowrance, III
/s/JACKSON W. MOORE* President, Chief Operating Officer, June 23, 1998
- ---------------------------- Director
Jackson W. Moore
/s/STANLEY D. OVERTON* Director June 23, 1998
- ----------------------------
Stanley D. Overton
/s/V. LANE RAWLINS* Director June 23, 1998
- ----------------------------
V. Lane Rawlins
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/DONALD F. SCHUPPE* Director June 23, 1998
- ----------------------------
Donald F. Schuppe
/s/DAVID M. THOMAS* Director June 23, 1998
- ----------------------------
David M. Thomas
/s/RICHARD A. TRIPPEER, JR.* Director June 23, 1998
- ----------------------------
Richard A. Trippeer, Jr.
/s/SPENCE L. WILSON* Director June 23, 1998
- ----------------------------
Spence L. Wilson
By: /s/M. KIRK WALTERS
- ----------------------------
M. Kirk Walters as Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
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 Wyatt, Tarrant & Combs as to federal income tax
consequences.
8.2 Opinion of Leagre Chandler & Millard as to federal income tax
consequences.
23.4 Consent of Wyatt, Tarrant & Combs (included in Exhibit 8.1).
23.5 Consent of Leagre Chandler & Millard (included in Exhibit 8.2).
</TABLE>
<PAGE> 1
EXHIBIT 8.1
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202-2898
(502) 589-5235
Fax: (502) 589-0309
June 22, 1998
Board of Directors
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Gentlemen:
We have acted as counsel to Union Planters Corporation, a Tennessee
corporation ("UPC"), in connection with (i) the proposed merger (the "Merger")
of Ambanc Corp., a Indiana corporation ("Ambanc"), with and into Union Planters
Holding Corporation, a Tennessee corporation and a wholly-owned subsidiary of
UPC ("UP Holdings"), pursuant to the terms of the Agreement and Plan of
Reorganization by and between UPC and Ambanc dated March 31, 1998 (the "Merger
Agreement") and related Plan of Merger between UPC, UP Holdings and Ambanc
(collectively, the "Plan of Reorganization"), and (ii) the filing of the
registration statement by UPC on Form S-4 (together with all amendments and
exhibits thereto through the date hereof, the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Act"), covering the shares of UPC
Common Stock to be issued pursuant to the Plan of Reorganization. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Registration Statement.
In rendering this opinion we have examined such documents as we have
deemed relevant or necessary, including without limitation, the Plan of
Reorganization and the Registration Statement. In our examination, we have
assumed the genuineness of all signatures, the due execution and delivery of all
documents, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or copies, and the
authenticity of the originals of such copies.
As to factual matters, in rendering this opinion, we have relied solely
on and have assumed the present and continuing truth and accuracy of (i) the
description of the facts relating to the Merger contained in the Plan of
Reorganization and Registration Statement, (ii) the factual representations and
warranties contained in the Plan of Reorganization and Registration Statement
and related documents and agreements, and (iii) the factual matters addressed by
representations from certain executive officers of UPC, UP Holdings and Ambanc
contained in letters to us dated June 18, 1998 and June 19, 1998 (the
"Representation Letters"). The Representation Letters address various factual
matters relevant to the qualification of the Merger as a tax-deferred
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The initial and continuing truth and accuracy of all such
factual matters constitutes an integral basis for, and a material condition to,
this opinion.
The scope of this opinion is limited strictly to the matters set forth
below and no other opinion may be implied or inferred beyond such matters.
Without limiting the foregoing sentence, we express no opinion as to (i) any of
the local, state, foreign or other federal tax consequences resulting from the
Merger, (ii) the federal income tax consequences to shareholders of Ambanc
subject to special rules under the Code, such as foreign persons, tax-exempt
organizations, insurance companies, financial institutions, dealers in stocks
and securities, and persons who do not own such stock as a capital asset, (iii)
the federal income tax consequences affecting shares of Ambanc Common Stock
acquired upon exercise of stock options, stock purchase plan rights or otherwise
as compensation; (iv) the tax consequences to holders of warrants, options or
other rights to acquire
<PAGE> 2
Board of Directors
Union Planters Corporation
June 22, 1998
Page 2
shares of Ambanc Common Stock; (v) the tax consequences of the parties to the
Merger Agreement of the inclusion in income of the amount of the bad-debt
reserve maintained by Ambanc and/or its subsidiaries and any other amounts
resulting from any required change in accounting methods; and (vi) the tax
consequences of the parties to the Merger Agreement of any income and deferred
gain recognized pursuant to Treasury Regulations issued under Section 1502 of
the Code.
Subject to the qualifications, assumptions and conditions provided
herein, we are of the opinion that:
[a] The acquisition by UP Holdings of substantially all of the assets
of Ambanc in exchange for shares of UPC Common Stock and the assumption of
liabilities of Ambanc pursuant to the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code.
[b] Ambanc, UPC and UP Holdings will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
[c] No gain or loss will be recognized by Ambanc as a result of the
Merger.
[d] No gain or loss will be recognized by UP Holdings or UPC as a
result of the Merger.
[e] No gain or loss will be recognized by the shareholders of Ambanc
as a result of the exchange of Ambanc Common Stock for UPC Common Stock pursuant
to the Merger, except that a gain or loss will be recognized on the receipt of
any cash in lieu of a fractional share. Assuming that the Ambanc Common Stock is
a capital asset in the hands of the respective Ambanc shareholders, any gain or
loss recognized as a result of the receipt of cash in lieu of a fractional share
will be a capital gain or loss equal to the difference between the cash received
and that portion of the holder's tax basis in the Ambanc Common Stock allocable
to the fractional share.
[f] The tax basis of UPC Common Stock to be received by the
shareholders of Ambanc will be the same as the tax basis of the Ambanc Common
Stock surrendered in exchange therefor (reduced by any amount allocable to a
fractional share interest for which cash is received).
[g] The holding period of the UPC Common Stock to be received by
shareholders of Ambanc will include the holding period of the Ambanc Common
Stock surrendered in exchange therefor, provided the Ambanc shares were held as
a capital asset by the shareholders of Ambanc on the date of the exchange.
[h] A shareholder of Ambanc who perfects his dissenter's rights and
who receives payment of the fair market value of his shares of Ambanc Common
Stock will be treated as having received such payment in redemption of such
stock. Such redemption will be subject to the conditions and limitations of
Section 302 of the Code.
This opinion is based on the Code, the Treasury Regulations promulgated
thereunder, judicial decisions and administrative pronouncements of the Internal
Revenue Service ("IRS"), all existing and in effect on the date of this opinion
and all of which are subject to change at any time, possibly retroactively. Any
such change could materially alter the conclusions reached in this opinion. We
undertake no obligation to you or any other person to give notice of any such
change. As noted above, this opinion is limited strictly to the matters
expressly stated herein and no other opinion may be implied or inferred beyond
such matters. You should realize that this opinion is not binding on the IRS or
the courts.
<PAGE> 3
Board of Directors
Union Planters Corporation
June 22, 1998
Page 3
This opinion is provided to you solely for purposes of complying with
the requirements of Item 21(a) of Form S-4 under the Act and Section 9.1(g) of
the Merger Agreement. We hereby consent to the use of this opinion as an exhibit
to the Registration Statement, to the disclosure and summarization of the
opinion in the Registration Statement, including in the proxy
statement/prospectus included therein, and to the reference to this Firm in the
Registration Statement under the caption "Legal Matters." In giving this consent
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ WYATT, TARRANT & COMBS
<PAGE> 1
Exhibit 8.2
LEAGRE CHANDLER & MILLARD
Attorneys at Law
June 22, 1998
Board of Directors
Ambanc Corp.
302 Main Street
Vincennes, Indiana 47591-0556
Subject: Agreement and Plan of Reorganization by and between Ambanc Corp.
and Union Planters Corporation.
Greetings:
You have requested our opinion on the material federal income tax
consequences with respect to certain transactions set forth in the Agreement and
Plan of Reorganization by and between Ambanc Corp. and Union Planters
Corporation (the "Agreement and Plan of Reorganization") and the related Plan of
Merger of Ambanc Corp. into and with Union Planters Holding Corporation (the
"Plan of Merger"). Union Planters Holding Corporation, a Tennessee corporation
("UPHC"), is a wholly-owned subsidiary of Union Planters Corporation, a
Tennessee corporation ("UPC"). Collectively, the Agreement and Plan of
Reorganization and Plan of Merger are referred to herein as the "Plan of
Reorganization." Subject to the terms and conditions of the Plan of
Reorganization, Ambanc shall merge with and into UPHC (the "Merger").
Capitalized terms used herein that are not defined in this opinion are defined
in the Agreement and Plan of Reorganization.
DOCUMENTS REVIEWED. We have, for purposes of the opinion, reviewed the
following documents:
1. The Plan of Reorganization.
2. The Registration Statement on Form S-4 to be filed by UPC with the
Securities and Exchange Commission on June 5, 1998, under the Securities
Act of 1933, as amended (the "Registration Statement").
3. Such other documents, records, and matters of law as we have deemed
necessary or appropriate in connection with rendering this opinion.
We have relied upon the above documents as to matters of fact. We have not
independently checked or verified the accuracy or completeness of the
information set forth in such documents, but we know of no facts that indicate
to us that the information set forth in such documents is inaccurate or
incomplete.
FACTUAL AND LEGAL ASSUMPTIONS. For purposes of this opinion, we have made
the following assumptions as to factual and legal matters:
1. The representations and warranties of the parties contained in the
Plan of Reorganization that may be deemed material to this opinion will be
true in all material respects as of the effective date of the Merger,
except as may be otherwise set forth in or contemplated by the Plan of
Reorganization.
2. The representations of Ambanc, UPC and UPHC contained in the
Representation Certificates attached hereto will be true in all material
respects as of the effective date of the Merger.
<PAGE> 2
Board of Directors
Ambanc Corp.
June 22, 1998
Page 2
3. The Merger and all transactions related thereto or contemplated by
the Plan of Reorganization shall be consummated in accordance with the
terms and conditions of the Plan of Reorganization.
LIMITATIONS ON OPINION. The following limitations apply with respect to
this opinion:
1. Our opinion is based upon the Internal Revenue Code (the "Code"),
Treasury Regulations, court decisions and Internal Revenue Service
policies and rulings as of this date. These fundamentals of our opinion
are subject to change at any time, and some of these changes have been
applied in the past, retroactively, to affect adversely transactions that
had occurred prior to the change.
2. We have not been asked to render an opinion with respect to any
federal income tax matters, except those set forth below, nor have we been
asked to render an opinion with respect to any state or local tax
consequences of the Merger. Accordingly, this opinion should not be
construed as applying in any manner to any tax aspect of the Merger other
than as set forth below.
3. All of the factual and legal assumptions set forth above are
material to the opinion herein rendered and have been relied upon by us in
rendering such opinion. Any material inaccuracy in any one or more of the
factual or legal assumptions may render all or part of our opinion
inapplicable to the Merger.
OPINION. Based upon and subject to the foregoing, it is our opinion that:
1. The acquisition by UPHC of substantially all of the assets of
Ambanc in exchange for UPC Common Stock and the assumption by UPHC of
liabilities of Ambanc pursuant to the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code.
2. Ambanc, UPC and UPHC will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by Ambanc as a result of the
Merger.
4. No gain or loss will be recognized by UPC or UPHC as a result of
the Merger.
5. No gain or loss will be recognized by the Ambanc shareholders as a
result of the exchange of Ambanc Common Stock for UPC Common Stock
pursuant to the Merger, except that a gain or loss will be recognized upon
the receipt of any cash in lieu of a fractional share. Assuming that the
Ambanc Common Stock is a capital asset in the hands of the respective
Ambanc shareholders, any gain or loss recognized as a result of the
receipt of cash in lieu of a fractional share will be a capital gain or
loss equal to the difference between the cash received and that portion of
holder's tax basis in Ambanc Common Stock allocable to the fractional
share.
6. The tax basis of UPC Common Stock to be received by the Ambanc
shareholders will be the same as the tax basis of the Ambanc Common Stock
surrendered in exchange therefor (reduced by any amount allocable to a
fractional share interest for which cash is received).
7. The holding period of the UPC Common Stock received by shareholders
of Ambanc will include the period during which the shares of Ambanc Common
Stock surrendered in exchange therefor were held, provided that the Ambanc
Common Stock so exchanged was held as a capital asset by such shareholder
on the date of the exchange.
8. A shareholder of Ambanc who perfects his or her dissenter's rights
and who received payment of the fair market value of his or her share of
Ambanc Common Stock will be treated as having received such payment in
redemption of such stock. Such redemption will be subject to the
conditions and limitations of Section 302 of the Code.
<PAGE> 3
Board of Directors
Ambanc Corp.
June 22, 1998
Page 3
We consent to the use of this opinion as an exhibit to the Registration
Statement, to the disclosure and summarization of the opinion in the
Registration Statement, including in the proxy statement/prospectus included
therein, and to the reference to our firm in the Registration Statement under
the caption "Legal Matters." In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Leagre Chandler & Millard
