<PAGE> 1
As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-__________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
TENNESSEE 6712 62-0859007
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
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)
</TABLE>
Peoples First Corporation 1986 Stock Option Plan, as amended
Magna Group, Inc. 1987 Stock Option Plan
Magna Group, Inc. Amended and Restated 1992 Long Term Performance Plan
Magna Group, Inc. Amended and Restated 1996 Long Term Performance Plan
Magna Group, Inc. Amended and Restated 1992 Directors' Stock Option Plan
Magna Group, Inc. Amended and Restated 1996 Directors' Stock Option Plan
Charter Financial, Inc. 1993 Incentive Stock Option Plan
Charter Financial, Inc. 1997 Incentive Stock Option Plan
Charter Financial, Inc. 1997 Nonqualifying Stock Option Plan
Landmark Bancshares Corporation 1982 Capital Accumulation Plan
Capital Savings Bancorp, Inc. 1993 Stock Option and Incentive Plan
- -------------------------------------------------------------------------------
(Full title of the plans)
E. James House, Jr. WITH COPIES TO:
Secretary And Manager of The Legal Department Cynthia W. Young, Esq.
Union Planters Corporation Wyatt, Tarrant & Combs
7130 Goodlett Farms Parkway 2800 Citizens Plaza
Memphis, Tennessee 38018 Louisville, Kentucky 40202
(901) 580-6596 (502) 562-7223
- --------------------------------------------
(Name and address of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$5.00 par value (and 1,667,176 (1) Not Applicable (2) Not Applicable (2) $0 (2)
associated Preferred
Share Rights)
</TABLE>
(1) Includes 308,216 shares issuable under the Peoples First Corporation 1986
Stock Option Plan, as amended; 128,061 shares issuable under the Magna
Group, Inc. 1987 Stock Option Plan; 589,755 shares issuable under the Magna
Group, Inc. Amended and Restated 1992 Long Term Performance Plan; 378,346
shares issuable under the Magna Group, Inc. Amended and Restated 1996 Long
Term Performance Plan; 41,869 shares issuable under the Magna Group, Inc.
Amended and Restated 1992 Directors' Stock Option Plan; 37,108 shares
issuable under the Magna Group, Inc. Amended and Restated 1996 Directors'
Stock Option Plan; 960 shares issuable under the Charter Financial, Inc.
1993 Incentive Stock Option Plan; 71,639 shares issuable under the Charter
Financial, Inc. 1997 Incentive Stock Option Plan; 25,845 shares issuable
under the Charter Financial, Inc. 1997 Nonqualifying Stock Option Plan;
5,471 shares issuable under the Landmark Bancshares Corporation 1982
Capital Accumulation Plan; and 79,906 shares issuable under the Capital
Savings Bancorp, Inc. 1993 Stock Option and Incentive Plan; plus in each
case such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) The shares registered pursuant to this Registration Statement were
previously included in the Registration Statements on Form S-4
(Registration No. 333-49813 (308,216 shares), Registration No. 333-49617
(1,279,054 shares) and Registration No. 333-79906 (79,906 shares)) for
which the appropriate registration fee was paid.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (provided that any information included or incorporated by
reference in response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of
the Securities and Exchange Commission shall not be deemed to be incorporated
herein and is not part of the Registration Statement);
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, as amended;
3. The Registrant's Current Reports on Form 8-K dated January 15, 1998,
February 23, 1998, April 16, 1998 and July 10, 1998;
4. The description of the current management and Board of Directors of
the Registrant contained in the Proxy Statement of the Registrant filed pursuant
to Section 14(a) of the Securities Exchange Act of 1934 for the Registrant's
Annual Meeting of Shareholders to be held on April 16, 1998;
5. The Registrant's Registration Statement on Form 8-A dated January
19, 1989, filed on February 1, 1989, (SEC File No. 0-6919) in connection with
the Registrant's designation and authorization of its Series A Preferred Stock;
and
6. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement under Section 12(b) of the Securities
Exchange Act of 1934 and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Registrant's Common Stock offered
pursuant to the Registration Statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of the Registrant. E. James
House, Jr. is an officer of and receives compensation from the Registrant.
ITEM 6. 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 ordinary 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
<PAGE> 4
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 to the
shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose 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.
<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) 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.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 24th day of
July, 1998.
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins, Jr.
-------------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. James House, Jr. and M. Kirk Walters,
and each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 24th day of July, 1998 in the capacities indicated.
<TABLE>
<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr.
_____________________________
Benjamin W. Rawlins, Jr. Chairman of the Board. July 24, 1998
Chief Executive Officer,
Director (Principal
Executive Officer)
/s/ John W. Parker
_________________________
John W. Parket Executive Vice President July 24, 1998
and Chief Financial
Officer (Principal
Financial Officer)
/s/ M. Kirk Walters
__________________________
M. Kirk Walters Senior Vice President, July 24, 1998
Treasurer and Chief
Accounting Officer
__________________________
Albert M. Austin Director
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Marvin E. Bruce Director July 24, 1998
- ------------------------------------
Marvin E. Bruce
- ------------------------------------ Director
George W. Bryan
/s/ James E. Harwood Director July 24, 1998
- ------------------------------------
James E. Harwood
- ------------------------------------ Director
Parnell S. Lewis, Jr.
/s/ C.J. Lowrance, III Director July 24, 1998
- ------------------------------------
C.J. Lowrance, III
/s/ Jackson W. Moore President, Chief Operating July 24, 1998
- ------------------------------------ Officer and Director
Jackson W. Moore
/s/ Stanley D. Overton Director July 24, 1998
- ------------------------------------
Stanley D. Overton
/s/ V. Lane Rawlins Director July 24, 1998
- ------------------------------------
V. Lane Rawlins
/s/ Donald F. Schuppe Director July 24, 1998
- ------------------------------------
Donald F. Schuppe
/s/ David M. Thomas Director July 24, 1998
- ------------------------------------
David M. Thomas
/s/ Richard A. Trippeer, Jr. Director July 24, 1998
- ------------------------------------
Richard A. Trippeer, Jr.
/s/ Spence L. Wilson Director July 24, 1998
- ------------------------------------
Spence L. Wilson
</TABLE>
<PAGE> 8
EXHIBIT INDEX
4.1 Restated Charter of Union Planters Corporation, as amended.
(Incorporated by reference to Exhibit 3(a) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998
(File No. 0-6919).)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to Exhibit 3(d) to the Registrant's Annual
Report on Form 10-K 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 the Common Stock of Union Planters Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants for
Union Planters Corporation.
23.2 Consent of E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation (included in Exhibit 5.1).
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Union Planters Corporation]
July 23, 1998
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 1,667,176 Shares of the Common Stock, $5.00 Par Value Per
Share of Union Planters Corporation, a Tennessee Corporation
("UPC")
Gentlemen:
The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 1,667,176 shares
of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") which may
be issued by UPC pursuant to the Peoples First Corporation 1986 Stock Option
Plan, as amended; Magna Group, Inc. 1987 Stock Option Plan; Magna Group, Inc.
Amended and Restated 1992 Long Term Performance Plan; Magna Group, Inc. Amended
and Restated 1996 Long Term Performance Plan; Magna Group, Inc. Amended and
Restated 1992 Directors' Stock Option Plan; Magna Group, Inc. Amended and
Restated 1996 Directors' Stock Option Plan; Charter Financial, Inc. 1993
Incentive Stock Option Plan; Charter Financial, Inc.1997 Incentive Stock Option
Plan; Charter Financial, Inc. 1997 Nonqualifying Stock Option Plan; Landmark
Bancshares Corporation 1982 Capital Accumulation Plan; and Capital Savings
Bancorp, Inc. 1993 Stock Option and Incentive Plan (the "Plans").
For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's bylaws
and amendments thereto; and such of UPC's corporate records as the undersigned
has deemed necessary and material to rendering the undersigned's opinion. The
undersigned has relied upon certificates of public officials and representations
of UPC officials, and has assumed that all documents examined by the undersigned
as originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.
Further, the undersigned is familiar with and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power
and authority to issue, sell and deliver the subject securities, and to carry on
its business and own its property; and
<PAGE> 2
2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Plans will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions:
(a) The undersigned is licensed to practice law only in the State of
Tennessee and expressed no opinion with respect to the laws other than those of
the State of Tennessee and of the United States of America.
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to update
or supplement said opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior to the date hereof,
might have resulted in a different opinion.
(c) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as well as all state regulatory bodies and
jurisdictions where qualification is sought for the sale of the subject
securities.
The undersigned is an Officer of, and receives compensation from UPC
and therefore, is not independent from UPC.
Yours very truly,
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
--------------------------
E. James House, Jr.
Manager, Legal Division
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Union Planters Corporation of our report dated January
15, 1998, except as to Note 2 which is as of March 3, 1998, which appears on
page 41 of Union Planters Corporation's 1997 Annual Report to Shareholders,
which is incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
Memphis, Tennessee
July 24, 1998
