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As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-57837
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
PRE-EFFECTIVE AMENDMENT
NUMBER ONE
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 6712 62-0859007
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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:
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<S> <C> <C>
FRANK M. CONNER III CARL F. GRISWOLD LEONARD E. ZEDECK
ALSTON & BIRD LLP PRESIDENT AND CHIEF EXECUTIVE OFFICER ZEDECK & ZEDECK
NORTH BUILDING, 11TH FLOOR TRANSFLORIDA BANK 1820 NORTHEAST 163RD STREET
601 PENNSYLVANIA AVENUE, N.W. 1489 WEST PALMETTO PARK ROAD, SUITE 300 NORTH MIAMI BEACH, FLORIDA 33162
WASHINGTON, D.C. 20004 BOCA RATON, FLORIDA 33486 (305) 944-8688
(202) 756-3303 (561) 347-0007
</TABLE>
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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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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.
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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, as amended, dated as of
February 26, 1998, by and between Union Planters Corporation
and Transflorida Bank (Included as Appendix A to the Proxy
Statement included as part of this Registration Statement.)
2.2 Plan of Merger of Transflorida Bank with and into Union
Planters Bank, National Association. (Included as Appendix B
to the Proxy Statement included as part of this Registration
Statement.)
2.3 Termination Fee Agreement, dated as of February 26, 1998, by
and between Union Planters Corporation and Transflorida Bank.
(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 Coopers & Lybrand, LLP. (Previously filed)
23.3 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1). (Previously filed)
23.4 Consent of Alston & Bird LLP (included in Exhibit 8.1)
23.5 Consent of Alex Sheshunoff & Co. (Previously filed)
24.1 Power of Attorney. (Previously filed)
99.1 Form of Proxy of Transflorida Bank (Previously filed)
II-2
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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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this amendment 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 29th day of June, 1998.
REGISTRANT
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins, Jr.
--------------------------------------
Benjamin W. Rawlins, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed below by E. James
House, Jr. pursuant to a power of attorney on behalf of the following persons in
the capacities and at the dates indicated.
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/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief Executive June 29, 1998
- ------------------------------ Officer, Director (Principal
Benjamin W. Rawlins, Jr. Executive Officer)
/s/ Jackson W. Moore* President, Chief Operating Officer, June 29, 1998
- ------------------------------ Director
Jackson W. Moore
/s/ John W. Parker* Executive Vice President and June 29, 1998
- ------------------------------ Executive Officer)
John W. Parker (Principal Financial Officer)
/s/ M. Kirk Walters* Senior Vice President, Treasurer, June 29, 1998
- ------------------------------ and Chief Accounting Officer
M. Kirk Walters
/s/ Edgar H. Bailey* Vice Chairman of the Board June 29, 1998
- ------------------------------ and Director
Edgar H. Bailey
</TABLE>
II-4
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Albert M. Austin* Director June 29, 1998
- ------------------------------
Albert M. Austin
/s/ Marvin E. Bruce* Director June 29, 1998
- ------------------------------
Marvin E. Bruce
/s/ George W. Bryan* Director June 29, 1998
- ------------------------------
George W. Bryan
/s/ James E. Harwood* Director June 29, 1998
- ------------------------------
James E. Harwood
/s/ Parnell S. Lewis, Jr.* Director June 29, 1998
- ------------------------------
Parnell S. Lewis, Jr.
/s/ C. J. Lowrance, III* Director June 29, 1998
- ------------------------------
C. J. Lowrance, III
/s/ Stanley D. Overton* Director June 29, 1998
- ------------------------------
Stanley D. Overton
/s/ Dr. V. Lane Rawlins* Director June 29, 1998
- ------------------------------
Dr. V. Lane Rawlins
/s/ Donald F. Schuppe* Director June 29, 1998
- ------------------------------
Donald F. Schuppe
/s/ Mike P. Sturdivant* Director June 29, 1998
- ------------------------------
Mike P. Sturdivant
/s/ David M. Thomas* Director June 29, 1998
- ------------------------------
David M. Thomas
- ------------------------------ Director _________, 1998
Richard A. Trippeer, Jr.
- ------------------------------ Director _________, 1998
Spence L. Wilson
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* By: /s/ E. JAMES HOUSE, JR.
---------------------------
E. JAMES HOUSE, JR.
as Attorney in Fact
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EXHIBIT INDEX
The following exhibits are filed herein or have been, as noted,
previously filed:
Exhibit No. Description
- ----------- --------------------------------------------------------
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).
<PAGE> 1
EXHIBIT 8.1
[ALSTON & BIRD LLP LETTERHEAD]
June 29, 1998
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Transflorida Bank
1489 West Palmetto Park Road
Suite 300
Boca Raton, Florida 33486
Re: Proposed Agreement and Plan of Reorganization involving
Union Planters Corporation, Union Planters Bank, National
Association, Union Planters Holding Corporation, and
Transflorida Bank.
Ladies and Gentlemen:
We have served as counsel to Union Planters Corporation
("UPC") in connection with the proposed reorganization of UPC, Union Planters
Bank, National Association ("UPBNA"), Union Planters Holding Corporation
("UPHC") and Transflorida Bank ("Transflorida") pursuant to an Agreement and
Plan of Reorganization, as amended ("Agreement"), which provides for the merger
("Merger") of Transflorida into UPBNA. In our capacity as counsel to UPC, our
opinion has been requested with respect to certain of the federal income tax
consequences of the proposed transaction.
In rendering this opinion, we have examined (i) the Internal
Revenue Code of 1986, as amended ("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 information made known to us as more fully described below.
All capitalized terms used herein without definition shall have the respective
meanings specified in the Registration Statement (defined below), 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; and
(2) The Registration Statement on Form S-4 filed by UPC
with the Securities and Exchange Commission under the Securities Act of 1933, on
June 26, 1998, including the Proxy Statement/Prospectus for the special meeting
of shareholders of Transflorida ("Registration Statement").
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
<PAGE> 2
in accordance therewith and as described in the Registration Statement.
We have also obtained such additional information and
representations as we have deemed relevant and necessary through consultation
with various officers and representatives of Transflorida and UPC and through
certificates (the "Certificates") provided by the management of Transflorida
and the management of UPC and attached hereto as Exhibits A and B.
You have advised us that the Transflorida Board believes 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 Transflorida 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 Registration Statement under the heading "Description of
Transaction--Certain Federal Income Tax Consequences of the Merger," we are of
the opinion that under presently applicable federal income tax law:
(1) For federal income tax purposes, the proposed
transaction will be viewed as an acquisition by UPHC of substantially all of the
assets of Transflorida solely in exchange for UPC Common Stock and the
assumption of all of the liabilities of Transflorida followed by the transfer of
the assets and all of the liabilities acquired from Transflorida to UPBNA.
(2) The acquisition by UPHC of substantially all of the
assets of Transflorida in exchange solely for shares of UPC Common Stock and the
assumption by UPHC of Transflorida's liabilities will constitute a
reorganization within the meaning of section 368(a)(1)(C) of the Code. For
purposes of this opinion, "substantially all" means at least 90 percent (90%) of
the fair market value of the net assets and at least seventy percent (70%) of
the fair market value of the gross assets of Transflorida held immediately prior
to the proposed transaction. Pursuant to section 368(a)(2)(C), the
reorganization will not be disqualified under section 368(a)(1)(C) by reason of
the fact that the assets of Transflorida which were acquired by UPHC are
transferred to UPBNA, such transfer to be accomplished by the merger of
Transflorida into UPBNA as provided in the Agreement.
(3) No gain or loss will be recognized to the
shareholders of Transflorida upon the receipt of UPC Common Stock solely in
exchange for all of their shares of Transflorida Common Stock (except with
respect to any cash received in lieu of a fractional share interest of UPC
Common Stock).
(4) The aggregate tax basis of the UPC Common Stock to be
received by the Transflorida shareholders who exchange all of their Transflorida
Common Stock solely for UPC Common Stock in the Merger will be the same as the
aggregate tax basis of the Transflorida Common Stock surrendered in exchange
therefor, less the basis of any fractional share of UPC Common Stock settled by
cash payment.
(5) The holding period of the UPC Common Stock to be
received by the Transflorida shareholders who exchange all of their
Transflorida Common Stock solely for UPC Common Stock in the Merger will
include the period during which the Transflorida Common Stock surrendered in
the exchange therefor was held, provided such Transflorida Common Stock is held
as a capital asset on the date of the exchange.
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(6) The payment of cash in lieu of fractional share
interests of UPC Common Stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by UPC. These cash
payments will be treated as having been received as distributions in exchange
for the shares of UPC Common Stock redeemed subject to the provisions and
limitations of section 302(a).
(7) Where cash is received by a shareholder of
Transflorida who exercises dissenters' rights, the cash will be treated as
having been received by such shareholder as a distribution in redemption of such
holder's Transflorida Common Stock subject to the provisions and limitations of
section 302. Any such Transflorida shareholders who, after the distribution,
own no UPC Capital Stock directly or through the application of section 318(a)
shall be treated as having a complete termination of interest within the meaning
of section 302(b)(3), and the cash will be treated as a distribution in full
payment in exchange for such Transflorida Common Stock as provided in section
302(a).
(8) No gain or loss will be recognized to Transflorida
upon the transfer of substantially all of its assets to UPHC solely in exchange
for UPC Common Stock and the assumption by UPHC of the liabilities of
Transflorida.
(9) No gain or loss will be recognized to UPC or UPHC
upon the acquisition by UPHC of substantially all of the assets of Transflorida
in exchange for shares of UPC Common Stock and the assumption by UPHC of the
liabilities of Transflorida.
(10) No gain or loss will be recognized to UPHC upon the
transfer of all of Transflorida's assets to UPBNA in constructive exchange for
UPBNA stock and the assumption by UPBNA of the Transflorida liabilities which
were assumed by UPHC.
(11) No gain or loss will be recognized to UPBNA upon the
receipt of assets of Transflorida from UPHC in constructive exchange for UPBNA
stock.
CONCLUSION
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.
This opinion is being provided solely for the use of UPC,
UPBNA, UPHC, Transflorida, and the shareholders of Transflorida. No other person
or party shall be entitled to rely on this opinion.
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 Proxy Statement/Prospectus constituting part of
the Registration Statement on Form S-4 of UPC.
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Very truly yours,
ALSTON & BIRD LLP
By: /s/ PHILIP C. COOK
--------------------------------
Philip C. Cook, Partner
