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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
September 8, 1998 (September 8, 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
On September 8, 1998, Union Planters Corporation (the Corporation or UPC)
announced it had entered into an agreement to acquire 51 branches of First
Chicago NBD Corporation in Indiana with approximately $1.8 billion in deposits
(the Purchase). Consummation of the Purchase is subject to regulatory approval.
A copy of the joint press release announcing the Purchase is attached as Exhibit
99.1.
On September 8, 1998, UPC provided analysts and certain other investors
with certain financial and other information relating to the Purchase and UPC's
recently completed and other pending acquisitions presented (the Presentation
Materials). The News Release and certain of the Presentation Materials contain,
among other things, certain forward-looking statements regarding UPC, the
Purchase, and UPC's recently completed and other pending acquisitions, including
pro forma balance sheet information and certain capital ratios. Such
forward-looking statements involve certain risks and uncertainties, including a
variety of factors that may cause the pro forma information to differ materially
from the anticipated results or expectations expressed in such forward-looking
statements. Factors that might cause such a difference include, but are not
limited to: (i) expected cost savings from the Purchase and UPC's recently
completed and other pending acquisitions may not be fully realized or realized
within the expected time frame; (ii) revenues following the Purchase and UPC's
recently completed and other pending acquisitions may be lower than expected, or
deposit attrition, operating costs, or customer loss and business disruption
following the Purchase and UPC's recently completed and other pending
acquisitions may be greater than expected; (iii) competitive pressures among
depository and other financial institutions may increase significantly; (iv)
costs or difficulties related to the integration of the business of UPC, the
Purchase, and UPC's recently completed and other pending acquisitions may be
greater than expected; (v) changes in the interest rate environment may reduce
margins; (vi) regions in which UPC does business may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit; (vii) legislative or regulatory changes may
adversely affect the
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businesses in which UPC is engaged; and (viii) changes may occur in the
securities markets. Additional information with respect to factors that may
cause actual results to differ materially from those contemplated by such
forward-looking statements is included in UPC's current and subsequent filings
with the Securities and Exchange Commission.
A copy of the visual portion of the Presentation Materials is being filed
as Exhibit 99.2 to this report, substantially in the form presented at the
Conference Call, and such materials are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
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99.1 Joint Press Release of Union Planters Corporation,
First Chicago NBD Corporation, and BANC ONE
CORPORATION dated September 8, 1998, announcing the
sale of 51 branches of First Chicago NBD in Indiana
to Union Planters Corporation
99.2 The Presentation Materials
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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: September 8, 1998 /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
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EXHIBIT 99.1
Joint Press Release of Union Planters Corporation,
First Chicago NBD Corporation, and BANC ONE CORPORATION,
dated September 8, 1998 announcing the sale of 51 Branches of
First Chicago NBD in Indiana to Union Planters Corporation
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FIRST CHICAGO NBD, BANC ONE TO SELL 51 NBD BRANCHES IN INDIANA,
$1.8 BILLION IN DEPOSITS TO UNION PLANTERS
CHICAGO and MEMPHIS, Sept. 8, 1998 - First Chicago NBD Corporation, BANC
ONE CORPORATION and Union Planters Corporation (NYSE:UPC) announced today that
Union Planters will acquire 51 NBD Bank branches and associated deposits and
loans in Indiana.
The sale was initiated to satisfy anti-trust regulations and includes the
divestiture approved today by the U.S. Department of Justice. The proposed
merger of BANC ONE and First Chicago NBD, announced April 13, 1998, is pending
regulatory and shareholder approval.
Union Planters will purchase the assets and liabilities of certain NBD
branches in the following banking markets:
- - Indianapolis, 27 branches representing $960 million in deposits,
- - Lafayette, 11 branches representing $435 million in deposits,
- - Bloomington/Bedford, 4 branches representing $130 million in deposits,
- - Southeastern Indiana, 4 branches representing $145 million in deposits,
- - Marion, 3 branches representing $115 million in deposits, and
- - Kokomo, 2 branches representing $25 million in deposits.
In addition to the $1.8 billion in deposits and 51 branches, the
acquisition will bring Union Planters approximately $200 million in consumer
loans and $625 million in commercial loans along with their associated services.
Union Planters will pay a premium of approximately $294 million for the deposits
and loans, with the exact amount being determined by deposit levels at closing.
The sale is expected to be completed in the first quarter of 1999, subject
to approval by appropriate regulatory authorities and the completion of the
merger of First Chicago NBD and BANC ONE.
Union Planters has committed to retain all the NBD employees currently
employed at the 51 affected branches.
"The purchase gives us strong position in the vibrant Indianapolis market
and throughout Indiana," said Jackson W. Moore, president and chief operating
officer of Union Planters. "We will welcome the NBD customers and employees, and
will work diligently to serve them in the years ahead. This acquisition fits
strategically with our recent affiliation of AMBANC, a $750 million franchise
headquartered in Vincennes, Ind."
Founded in 1869, Union Planters is headquartered in Memphis, Tenn., and is
doing business in 12 states with 800 offices and assets of approximately $30
billion.
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First Chicago NBD Chairman Verne G. Istock stressed that affected NBD
customers should continue to bank as usual.
"We will work closely with Union Planters to communicate quickly and
thoroughly with customers to ensure a smooth transition," he said. "We will
inform customers of all changes well before the customers are affected."
NBD will retain the rest of its current business in these markets,
converting its accounts and facilities to Bank One branches later in 1999. Bank
One will have the largest market share among customers and businesses in both
Indianapolis and Indiana.
The new BANK ONE CORPORATION, which will have assets of more than $230
billion, will have the largest retail market share in eight states and largest
business market share in the Midwest.
A media press conference for Indiana reporters about this sale will be
held at 3:30 p.m. (Central Time) today on the 35th floor of NBD Tower, One
Indiana Square, Indianapolis. To dial into the press conference, please call
(317) 266-7605 by 3:25 p.m.
MEDIA CONTACTS
Steven Schenck (for Union Planters-Indianapolis) (317) 266-5639
David L. Francis (for Union Planters-Northern Indiana) (317) 476-8326
Deborah Ward (for Union Planters-Southern Indiana) (812) 284-7331
Bill Andrews (Union Planters/Memphis) (901) 580-2892
Thomas Kelly (First Chicago NBD) (312) 732-7007
J. Richard Johnson (First Chicago NBD) (312) 732-7007
Nancy Norris (BANC ONE) (502) 553-3649
John Russell (BANC ONE) (614) 248-5989
INVESTOR CONTACTS
Jack Parker (Union Planters) (901) 580-6781
Sandra Catanzaro (First Chicago NBD) (312) 732-8013
Jay Gould (BANC ONE) (614) 248-0189
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Exhibit 99.2
The Presentation Materials
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[UNION PLANTERS CORPORATION LOGO]
Acquisition of First Chicago/NBD Indiana Loans and Deposits
September 8, 1998
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Foward-Looking Information
This presentation contains estimates of future operating results, for Union
Planters Corporation and the business units being acquired, as well as estimates
of financial condition and financial performance on a combined basis. These
estimates constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), which involve significant
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, general economic conditions, changes
in interest rates, deposit flows, loan demand, real estate values and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation or regulation; and other economic, competitive, governmental,
regulatory, and technological factors affecting each Company's operations,
pricing, products and services.
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TRANSACTION SUMMARY
UNION PLANTERS ACQUIRES THE FOLLOWING AS PART OF THIS TRANSACTION:
- - $1.8 billion of deposits with an average cost of funds of approximately 3.5%.
- - Approximately $830 million of commercial & consumer loans (no single family
mortgages acquired), with an average yield of approximately 9.1%.
- - 51 retail offices in Indiana
- Concentrated in greater Indianapolis - 27 branches and $960 million in
deposits
- Presence in 14 Indiana counties
- 45 ATMs
- - Experienced Indiana management team.
- - All branch employees, plus selected sales and support staff, including loan
officers.
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TRANSACTION TERMS
- - Transaction occurring in conjunction with First Chicago/NBD's merger
with Banc One
- Department of Justice has cleared the transaction
- - Purchase accounting with tax deductibility of purchase price
- Aggregate consideration of approximately $294 million pre-tax
and $176 million after-tax
- - Due diligence completed
- - Anticipated closing in the first quarter of 1999
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COMPELLING STRATEGIC RATIONALE
- - PROVIDES IMMEDIATE SCALE FOR UNION PLANTERS IN INDIANA
- Moves UPC from #33 to #5 in Indiana in terms of deposit market share
- Pro forma $4 position in the Indianapolis MSA
- - NATURAL FOLLOW-ON ACQUISITION TO AMBANC DEAL
- UPC entered Indiana through the acquisition of $750 million
Vincennes-based AMBANC
- Provides entry for UPC into the demographically attractive
Indianapolis market
- - IMMEDIATELY AND EFFECTIVELY LEVERAGES UPC'S EXCESS CAPITAL
- - FINANCIALLY ATTRACTIVE
- Immediately accretive to EPS with reasonable assumptions
- IRR in excess of UPC's cost of equity capital
- Tax deductibility of cash purchase price
- - ENHANCES GROWTH PROSPECTS AND EXTENDS FRANCHISE
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COMPELLING STRATEGIC RATIONALE (cont'd)
- ATTRACTIVE LOAN MIX
- Weighted average loan yield in excess of 9%
- 73% of the total loans are Small Business and Middle Market
- 24% of total loans are Consumer
- Strong asset quality - purchasing no "past due" loans
- COST EFFECTIVE WAY TO EXTEND INDIANA FRANCHISE
- Substantially lower after-tax pricing relative to what has been
paid in recent "whole bank" transactions
- LOW EXECUTION RISK
- UPC is an experienced acquiror and successful integrator
- Completed 28 bank transactions since 1995
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LOGICAL EXTENSION OF UNION PLANTERS' INDIANA FOOTPRINT
INDIANA STATE DEPOSIT SHARE RANKINGS
RANK INSTITUTION SHARE DEPOSITS(1)
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1 Pro Forma Banc One 18.5% $12,194
2 National City Corp. 11.6 7,659
(MAP) 3 CNB Bancshares 5.2 3,430
4 Old National 4.5 2,973
Map of the state of Indiana identifying the current -----------------------------------------------------
Union Planters branches and branches to be acquired. 5 Pro Forma UPC 3.3 2,199
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6 Key Corp 2.7 1,803
7 Wells Fargo 2.6 1,717
8 1st Source 2.6 1,703
9 Union Holding 1.7 1,148
10 First Financial 1.7 1,100
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33 Current UPC 0.6 391
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KEY
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n Current UPC Branches
o Acquired Branches
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(1) Dollars in millions
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Enhances UPC's Midwest/South Banking Franchise
- - A strong presence in the Indianapolis market is consistent with UPC's
strategy of establishing critical deposit market share in leading
metropolitan areas across the Midwest/South
Map of the states of Iowa, Illinois, Indiana, Kentucky, Missouri, Tennessee,
Arkansas, Mississippi, Alabama, Louisiana, Florida and Texas showing selected
cities and highlighting Union Planters' existing locations and location of
pending acquisitions
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ATTRACTIVE LOAN AND DEPOSIT MIX
- -- 69% core deposits.
- -- No residential mortgages acquired.
Loans Deposits
Loan Pie Chart showing the composition of the loans to be acquired:
Middle Market Loans - 73%
Consumer Loans - 24%
Small Business Loans - 3%
Deposit Pie Chart showing the composition of the deposits to be acquired:
Savings Deposits - 38%
Demand Deposits - 31%
Time Deposits - 29%
IRAs - 2%
TOTAL LOANS = $830 MILLION TOTAL DEPOSITS = $1,808 MILLION
WEIGHTED AVG. YIELD = 9.1% WEIGHTED AVG. COST = 3.5%
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EFFECTIVE MEANS OF UTILIZING UPC'S EXCESS CAPITAL
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INDIANA UPC
BALANCE SHEET DATA PURCHASES PRO FORMA(1)
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Total Assets............................ $1,808 $35,329
Net Loans............................... 830 21,821
Total Deposits.......................... 1,808 27,360
Total Stockholders' Equity.............. -- 3,036
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Total Equity/Total Assets............... -- 8.60%
Leverage Ratio.......................... -- 7.20%
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(1) At June 30, 1998
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