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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 1, 1998 (August 28, 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
UNION PLANTERS ANNOUNCES AN AGREEMENT TO ACQUIRE READY STATE BANK
On August 28, 1998, Union Planters Corporation announced it had entered
into an agreement to acquire Ready State Bank headquartered in Hialeah, Florida.
Ready State Bank has approximately $596 million in total assets and operates ten
branches in Dade and two branches in Broward counties in South Florida. A copy
of the press release announcing the agreement is attached as exhibit 99(a). The
acquisition is subject to regulatory approvals, the approval of the shareholders
of Ready State Bank and to other contractual conditions.
The agreement states that Ready State Bank will have no more than
5,030,237 shares of its common stock issued and outstanding as of the effective
time of the merger. The exchange ratio for these shares will be the number of
shares of Union Planters Corporation (UPC) common stock equal to the quotient by
dividing $169 million by the number of shares of Ready State Bank issued and
outstanding immediately prior to the effective time of the merger, by the
Average Closing Price rounded to the nearest thousandth. However, in the event
the Average Closing Price shall be greater than $59.00, then each share of Ready
State Bank common stock will be converted into .574 shares of UPC common stock
(approximately 2,887,000 shares of UPC common stock). In the event, the Average
Closing Price shall be less than $53.00, then each share of Ready State Bank
common stock shall be converted into .639 shares of UPC common stock
(approximately 3,214,000 shares of UPC common stock). In the event that the
Average Closing Price is below $43.00, Ready State Bank has the right to
terminate the transaction. The Average Closing Price is defined as the average
closing price of UPC common stock for the 20 consecutive trading days ending on
the second trading day preceding the effective time of the merger. Union
Planters Corporation's common stock closed at $44.063 on August 28, 1998.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
99(a) Union Planters Corporation Press Release dated August 28, 1998,
announcing an agreement to acquire Ready State Bank
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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 1, 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(a)
Union Planters Corporation Press Release
dated August 28, 1998, announcing an
agreement to acquire Ready State Bank
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FOR IMMEDIATE RELEASE
UNION PLANTERS BANK TO ACQUIRE READY STATE BANK
MIAMI, FL (NYSE-UPC - August 28, 1998 - Union Planters Bank and Miami-based
Ready State Bank today announced an agreement to merge, a move that strengthens
the Union Planters presence in the Hispanic and commercial real estate lending
markets in Florida.
Union Planters Bank will acquire Ready State's 10 Dade and 2 Broward branches
and approximately $600 million in assets. Union Planters has 28 branches in the
South Florida market and total assets in excess of $2 billion. After the
acquisitions of Transflorida Bank and the Florida holdings of California Federal
Bank are completed later this year, Union Planters Bank's Florida network will
increase to 65 branches, expanding their presence to the West Coast of Florida.
"This merger further exemplifies Union Planters' commitment to providing
superior service to our customers, when and where they need us," said Adolfo
Henriques, President and CEO of Union Planters Bank in Florida. "This
partnership augments our presence in the Hispanic community and also brings a
strong, growing commercial real estate lending portfolio. Ready State is
renowned for providing excellence in customer service and we are delighted that
they have agreed to join forces with Union Planters."
The definitive agreement calls for Union Planters Corporation, the parent
company of Union Planters Bank, to acquire all the outstanding stock of Ready
State. The merger is to be tax-free to Ready State shareholders and will be
accounted for as a pooling of interests. The merger is subject to shareholder
approval, regulatory approval and normal contractual conditions being met, and
is expected to be completed by the end of the year.
"This is an excellent opportunity for our bank, our employees and our
customers," said Roberto Cayon, Chairman of Ready State Bank. "As partners with
Union Planters we will be able to offer our customers many more banking products
and services, while continuing our `Ready' tradition of excellence and personal
service to our customers. With an unmatched commitment to the customer and the
backing of a superior holding company, Union Planters Bank is well positioned to
lead the Florida banking market."
Union Planters Bank is a wholly owned subsidiary of Union Planters Corporation,
a $27 billion multi-bank holding company headquartered in Memphis, Tennessee. It
has more than 700 offices in eleven states.
Contact: Adolfo Henriques
Union Planters Bank
(305) 536-1708
