<PAGE> 1
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
January 15, 1998 (January 15, 1998)
-------------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
----------------------- ------------ -------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
---------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
YEAR END EARNINGS RELEASE
On January 15, 1998, Union Planters Corporation announced operating
results for the three and twelve months ended December 31, 1997. 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 January 15, 1998,
announcing operating results for the three and twelve months
ended December 31, 1997
2
<PAGE> 3
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
---------------------------------
Registrant
Date: January 15, 1998 /s/ M. Kirk Walters
---------------------- ---------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
3
<PAGE> 1
EXHIBIT 99(A)
Union Planters Corporation Press Release
dated January 15, 1998, announcing operating results for
the three and twelve months ended December 31, 1997
<PAGE> 2
January 15, 1998
UNION PLANTERS CORPORATION REPORTS 1997 NET INCOME
OF $209 MILLION AND RAISES COMMON STOCK DIVIDEND 25%
1997 Annual Results
Memphis, Tennessee -- Union Planters Corporation reported today 1997
annual net earnings of $208.8 million, or $2.45 per diluted share, compared to
net earnings of $171.5 million, or $2.05 per diluted share in 1996. For the
fourth quarter of 1997, net earnings were $5.3 million, or $.05 per diluted
share, compared to $22.5 million, or $.27 per diluted share, for the fourth
quarter of 1996. Results for 1997 were reduced by the items discussed below.
The reported results reflect the acquisitions of five financial
institutions in 1997, including Hattiesburg, Mississippi-based Magna Bancorp,
Inc. (Magna) and Miami, Florida-based Capital Bancorp (Capital), which increased
total assets approximately $3.6 billion. Both 1997 and 1996 results reflect
pooling of interests accounting for Magna and Capital. Additionally, all
earnings per share amounts reflect the implementation of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share."
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said,
"We continued to grow our banking franchise with the additions of Magna and
Capital and several smaller in-market acquisitions last year. Magna is a strong
performer with a very attractive deposit base and increases our Gulf Coast
presence. Capital Bank gives us a presence in the fast growing Florida market, a
Miami-based platform for trade finance activities and majority ownership in a
highly profitable, fast growing commercial finance subsidiary, Capital Factors
Holdin, Inc. Our
-More-
<PAGE> 3
reported net earnings for the year significantly understate our earnings
capacity given the merger-related charges and the fact we have not had an
opportunity to fully integrate the recent acquisitions. We move into 1998 with
solid core earnings, very sound loan loss reserves, and one of the strongest
capital bases in the country with a 9.65% shareholders' equity to total assets
ratio and a 10.51% leverage ratio."
Union Planters Corporation, the largest bank holding company
headquartered in Tennessee, ended the year with total assets of $18.1 billion,
an increase of 18.9% over the originally reported 1996 total assets of $15.2
billion. At December 31, 1997, total loans were $12.7 billion, total deposits
were $13.4 billion and total shareholders' equity was $1.7 billion, the highest
level in the Corporation's history.
Significant pre-tax items impacting full year 1997 results include the
following: (i) $46.2 million of merger-related charges; (ii) $16.7 million of
charges related to the consolidation of most of the Corporation's banking
subsidiaries into its lead bank, Union Planters Bank, N.A.; and (iii) a $44.7
million increase in the provision for losses on loans related primarily to
acquisitions and the credit card portfolio. These items were partially offset by
gains on sales of branches of $15.8 million.
Net interest income for the fourth quarter of 1997 and the year was
$192.6 million and $770.4 million, respectively. The increase is attributable to
loan growth funded by maturities and sales of lower yielding investment
securities and reductions in short-term borrowings. The net interest margin for
both the fourth quarter of 1997 and the year was 4.79%, compared to 4.60% and
4.56%, respectively, in 1996.
The provision for losses on loans for 1997 was $113.6 million compared
to $68.9 million for 1996. For the fourth quarter of 1997, the provision for
losses on loans was $36.9 million compared to $19.3 million for the same period
in 1996. Net charge-offs for the fourth
-More-
<PAGE> 4
quarter and for the year were $25.5 million and $80.6 million, respectively,
compared to $21.7 million and $64.7 million, respectively, in 1996. At December
31, 1997, the allowance for losses on loans was $225.4 million, or 1.99% of
loans (excluding FHA/VA government-insured/guaranteed loans) and 215% of
nonperforming loans. Nonperforming assets at December 31, 1997 were $128.7
million, or 1.13% of loans (excluding FHA/VA government-insured/guaranteed
loans) and foreclosed properties. This compares to $127.5 million, or 1.15% of
loans (excluding FHA/VA government-insured/guaranteed loans) and foreclosed
properties at December 31, 1996.
Noninterest income for the fourth quarter of 1997 and for the year was
$91.8 million and $361.6 million, respectively. This compares to $85.1 million
and $320.5 million, respectively, in 1996. Noninterest expense for the fourth
quarter of 1997 and for the year was $238.4 million and $697.7 million,
respectively, compared to $221.7 million and $731.8 million, respectively, in
1996.
INCREASE IN THE QUARTERLY DIVIDEND THE BOARD OF DIRECTORS
The Board of Directors today declared a quarterly dividend of $.50 per
share ($2.00 per share on an annual basis) on Union Planters Corporation Common
Stock, a 25% increase over the previous quarterly dividend of $.40 per share.
Benjamin W. Rawlins, Jr. said, "We are very pleased to report this increased
dividend which reflects our confidence in our core earnings as we begin 1998."
Additionally, the Board of Directors declared a quarterly dividend of $.50 per
share on Union Planters Corporation 8% Series E Preferred Stock. The dividends
are payable February 16, 1998 to shareholders of record on February 2, 1998.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 651 ATM locations and 516 banking offices
in Tennessee, Mississippi, Florida, Missouri, Arkansas
-More-
<PAGE> 5
Louisiana, Alabama, and Kentucky. Union Planters is one of the 50 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.
-o0o-
FOR ADDITIONAL INFORMATION:
JACK W. PARKER, CFO
(901) 580-6781
[Two Page Financial Attachment Follows]
<PAGE> 6
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 192,559 $ 191,547 $ 770,385 $ 744,852
Taxable-equivalent basis 196,627 195,653 786,939 762,563
Provision for losses on loans 36,949 19,311 113,633 68,948
Noninterest income
Investment securities gains (losses) (347) 4,324 2,104 4,099
Other 92,124 80,782 359,506 316,403
Noninterest expense 238,404 221,652 697,704 731,817
Earnings before income taxes 8,983 35,690 320,658 264,589
Applicable income taxes 3,678 13,232 111,897 93,115
NET EARNINGS 5,305 22,458 208,761 171,474
NET EARNINGS APPLICABLE TO COMMON SHARES 4,200 20,798 203,822 164,530
PER COMMON SHARE DATA
Net earnings
- basic $ .05 $ .27 $ 2.54 $ 2.13
- diluted .05 .27 2.45 2.05
Cash dividends .40 .27 1.495 1.08
Book value 20.72 19.57
BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $ 11,339,011 $ 11,023,263
Allowance for losses on loans 225,389 189,118
Nonperforming assets
Nonaccrual loans 94,584 83,443
Restructured loans 10,021 11,266
Foreclosed properties 24,052 32,831
Loans 90 days past due 24,063 23,480
FHA/VA government-insured/guaranteed loans 1,319,553 1,555,308
Nonaccrual 14,794 -
90 days past due 516,692 724,364
Available for sale investment securities
Amortized cost 3,185,002 3,349,244
Fair value 3,247,680 3,387,217
Unrealized gain, net of taxes 38,729 23,231
Total assets 18,105,079 18,330,588
Total deposits 13,440,269 13,514,144
Total shareholders' equity 1,746,866 1,618,883
Total common equity 1,692,157 1,535,074
Tier 1 capital 1,876,426 1,752,341
</TABLE>
<PAGE> 7
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
AVERAGE BALANCES
Loans, excluding FHA/VA government-insured/
guaranteed loans $ 11,438,680 $ 11,114,587 $ 11,219,880 $ 10,637,422
FHA/VA government-insured/guaranteed loans 1,354,078 1,446,781 1,487,085 1,287,183
Investment securities 3,176,790 3,915,781 3,288,814 4,255,123
Earning assets 16,321,265 16,907,822 16,413,085 16,711,149
Total assets 17,948,291 18,495,172 17,991,160 18,202,355
Total deposits 13,297,730 13,477,198 13,311,603 13,488,480
Interest-bearing liabilities 13,270,884 14,114,280 13,567,321 14,003,332
Demand deposits 2,306,222 2,222,285 2,196,231 2,103,059
Shareholders' equity 1,763,177 1,584,404 1,690,992 1,533,348
Common equity 1,706,430 1,500,022 1,624,804 1,445,357
OTHER SUPPLEMENTAL INFORMATION
Return on average assets .12% .48% 1.16% .94%
Return on average common equity .98 5.52 12.54 11.38
Allowance for losses on loans to loans (1) 1.99 1.72
Nonperforming loans to loans (1) .92 .86
Nonperforming assets to loans and
foreclosed properties (1) 1.13 1.15
Net charge-offs of loans $ 25,510 $ 21,687 $ 80,595 $ 64,748
Net charge-offs as a percentage of
average loans .88% .78% .72% .61%
Common shares outstanding (end of
period, in thousands) 81,651 78,447
Weighted average shares outstanding
(in thousands)
Basic 81,806 78,242 80,336 77,240
Diluted 83,507 84,388 85,195 83,542
Yield on earning assets (taxable-equivalent
basis) 8.69% 8.57% 8.73% 8.56%
Rate on interest-bearing liabilities 4.81 4.75 4.76 4.77
Interest rate spread (taxable-equivalent
basis) 3.88 3.82 3.97 3.79
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.79 4.60 4.79 4.56
Shareholders' equity to total assets 9.65 8.83
Leverage ratio 10.51 9.50
</TABLE>
(1) Excludes FHA/VA government-insured/guaranteed loans
