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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
July 16, 1998 (July 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
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
SECOND QUARTER EARNINGS RELEASE
On July 16, 1998, Union Planters Corporation announced operating results
for the three and six months ended June 30, 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
July 16, 1998, announcing operating results for the
three and six months ended June 30, 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: July 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 July 16, 1998, announcing operating results for
the three and six months ended June 30, 1998
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[LOGO] UNION PLANTERS CORPORATION
NEWS RELEASE
JULY 16, 1998
UNION PLANTERS CORPORATION REPORTS RECORD SECOND
QUARTER EARNINGS OF $78.3 MILLION OR $.90 PER COMMON SHARE
Memphis, Tennessee -- Union Planters Corporation reported today record
second quarter 1998 net earnings of $78.3 million compared to $68.3 million for
the same period in 1997. Diluted earnings per common share for the second
quarter were $.90 compared to $.80 per share for the same period a year ago, a
12.5% increase. The second quarter earnings represent a return on average
assets of 1.70% and a return on average common equity of 17.57%.
Net earnings for the first half of 1998 were $152.9 million, or $1.76 per
diluted common share. This compares to $134.7 million, or $1.59 per diluted
common share for the same period in 1997. Return on average assets and average
common equity were 1.69% and 17.54%, respectively, for the first half of 1998
compared to 1.51% and 16.98%, respectively, for the same period in 1997.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said, "We
are pleased with our performance in the second quarter and for the first half
of the year. Results are in line with our plan and we are continuing to focus
on the fundamentals: revenue growth, credit quality, and control of operating
expenses."
Net interest income for the quarter was $195.7 million compared to $194.6
million in 1997. Average earning assets increased $334 million in the second
quarter of 1998 compared to the same period last year and the net interest
margin was 4.76%, down from 4.82% in 1997. Average loans, excluding FHA/VA
government-insured/guaranteed loans, for the quarter were $11.9 billion, an
increase of 6.6%.
The provision for losses on loans for the quarter was $21.7 million
compared to $22.0 million for the second quarter of 1997 and $17.9 million for
the first quarter of 1998. Net charge-offs for the quarter were $19.7 million
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compared to $18.0 million for the second quarter in 1997 and $22.9 million for
the first quarter of 1998. The consumer portfolio, primarily credit cards,
accounted for over one-half of the net charge-offs for the first half of 1998.
At March 31, 1998, the allowance for losses on loans was $228.5 million,
or 1.96% of loans and 237% of nonperforming loans. Nonperforming assets at
quarter end were $116.0 million, or .99% of loans and foreclosed properties.
This compares to $128.6 million, or 1.15% of loans and foreclosed properties at
June 30, 1997.
Noninterest income increased $27.1 million for the second quarter to
$111.0 million compared to $83.9 million a year ago. The increase includes a
gain from the securitization of FHA/VA loans of $19.6 million and a gain on
sale of branches of $1.8 million. Other categories showing increases included
bank card income, brokerage fees, factoring commissions and mortgage banking
revenues.
Noninterest expenses for the quarter were $162.3 million, an increase of
6% from $152.9 million for the second quarter of 1997. The increase relates
primarily to several small acquisitions in late 1997 and early 1998, which
increased noninterest expense approximately $4.5 million, and an increase in
the provision for losses on FHA/VA foreclosure claims of $1.7 million.
Union Planters Corporation ended the quarter with total assets of $18.6
billion, total loans of $12.5 billion, and total deposits of $13.5 billion.
Shareholders' equity at June 30, 1998 was $1.9 billion and the shareholders'
equity to total assets and leverage ratios were 10.01% and 10.79%,
respectively.
The second quarter results include the April 1, 1998 acquisition of
Security Bancshares, Inc. with banking operations in West Helena and Des Arc,
Arkansas. On July 1, 1998, the Corporation completed the acquisition of Magna
Group, Inc., a bank holding company headquartered in St. Louis, Missouri with
approximately $7.7 billion in total assets and Peoples First Corporation, a
$1.5 billion bank holding company headquartered in Paducah, Kentucky. These
acquisitions increased the Corporation's presence in Missouri and Kentucky
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and expanded Union Planters into Illinois and Iowa. Two other acquisitions,
CB&T, Inc. in McMinnville, Tennessee, and Capital Savings Bancorp in Jefferson
City, Missouri, were completed July 7, 1998 and July 8, 1998, respectively,
adding total assets of approximately $500 million. The Corporation has ten
other pending acquisitions that are expected to be completed in the last half
of 1998. These pending transactions and the acquisitions completed subsequent
to June 30, 1998 are expected to increase the Corporation's total assets to
approximately $32 billion by year end 1998.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 919 ATM locations and 711 banking offices
in Tennessee, Mississippi, Florida, Missouri, Arkansas, Louisiana, Alabama,
Kentucky, Illinois, and Iowa (including the recently completed acquisitions).
Union Planters is one of the 30 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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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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 195,674 $ 194,589 $ 386,381 $ 385,179
Taxable-equivalent basis 199,835 198,592 394,737 393,376
Provision for losses on loans 21,661 22,034 39,570 44,038
Noninterest income
Investment securities gains (losses) 38 (107) 5,253 66
Other 110,980 83,993 201,483 166,804
Noninterest expense 162,318 152,932 315,942 301,578
Earnings before income taxes 122,713 103,509 237,605 206,433
Applicable income taxes 44,387 35,251 84,707 71,730
NET EARNINGS 78,326 68,258 152,898 134,703
NET EARNINGS APPLICABLE TO COMMON SHARES 77,859 67,045 151,796 131,994
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PER COMMON SHARE DATA
Net earnings
- basic $ .92 $ .84 $ 1.81 $ 1.66
- diluted .90 .80 1.76 1.59
Cash dividends .50 .375 1.00 .695
Book value 21.61 20.65
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BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $ 11,679,338 $ 11,112,388
Allowance for losses on loans 228,505 196,975
Nonperforming assets
Nonaccrual loans 94,479 87,697
Restructured loans 1,754 10,713
Foreclosed properties 19,815 30,235
Loans 90 days past due 23,948 21,742
FHA/VA government-insured/guaranteed loans 811,705 1,508,449
Nonaccrual 10,830 --
90 days past due 414,276 511,839
Available for sale investment securities
Amortized cost 3,935,105 3,232,773
Fair value 3,985,081 3,273,278
Unrealized gain, net of taxes 30,524 24,694
Total assets 18,636,988 18,035,407
Total deposits 13,462,842 13,369,862
Total shareholders' equity 1,866,159 1,722,655
Total common equity 1,838,427 1,659,324
Tier 1 capital 1,981,760 1,857,665
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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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
AVERAGE BALANCES
Loans, excluding FHA/VA government-
insured/guaranteed loans $ 11,903,571 $ 11,162,085 $ 11,843,653 $ 11,119,354
FHA/VA government-insured/
guaranteed loans 1,020,237 1,560,878 1,146,498 1,571,886
Investment securities 3,578,627 3,372,936 3,288,658 3,363,603
Earning assets 16,849,245 16,515,334 16,652,177 16,490,992
Total assets 18,445,681 18,026,259 18,226,953 18,028,939
Total deposits 13,609,801 13,321,697 13,546,644 13,343,919
Interest-bearing liabilities 13,748,572 13,670,609 13,639,988 13,738,162
Demand deposits 2,331,975 2,161,010 2,264,542 2,133,450
Shareholders' equity 1,807,319 1,666,762 1,784,018 1,641,511
Common equity 1,777,274 1,599,516 1,745,665 1,567,327
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets 1.70% 1.52% 1.69% 1.51%
Return on average common equity 17.57 16.81 17.54 16.98
Allowance for losses on loans to loans (1) 1.96 1.77
Nonperforming loans to loans (1) .82 .89
Nonperforming assets to loans and
foreclosed properties (1) .99 1.15
Net charge-offs of loans $ 19,713 $ 18,002 $ 42,576 $ 36,181
Net charge-offs as a percentage of
average loans (1) .66% .65% .72% .66%
Common shares outstanding (end of
period, in thousands) 85,073 80,361
Weighted average shares outstanding
(in thousands)
Basic 84,794 80,007 84,090 79,459
Diluted 87,221 84,797 87,098 84,632
Yield on earning assets (taxable-equivalent
basis) 8.63% 8.75% 8.67% 8.75%
Rate on interest-bearing liabilities 4.75 4.74 4.75 4.73
Interest rate spread (taxable-equivalent
basis) 3.88 4.01 3.92 4.02
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.76 4.82 4.78 4.81
Expense ratio 1.54 1.47 1.45 1.45
Efficiency ratio 55.44 52.94 54.12 52.79
Shareholders' equity to total assets 10.01 9.55
Leverage ratio 10.79 10.33
</TABLE>
(1) Excludes FHA/VA government-insured/guaranteed loans
