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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
October 15, 1998 (October 15, 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
THIRD QUARTER EARNINGS RELEASE
On October 15, 1998, Union Planters Corporation announced operating
results for the three and nine months ended September 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 October 15,
1998, announcing operating results for the three and nine
months ended September 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: October 15, 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 October 15, 1998, announcing operating results for
the three and nine months ended September 30, 1998
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[LOGO] UNION PLANTERS CORPORATION
NEWS RELEASE
October 15, 1998
UNION PLANTERS ANNOUNCES $13 BILLION INCREASE IN ASSETS AND REPORTS THIRD
QUARTER AND YEAR-TO-DATE RESULTS
Memphis, Tennessee - Union Planters Corporation (the Corporation)
announced today the completion of twelve acquisitions in the third quarter,
increasing total assets by approximately $13 billion to $30.5 billion, making it
one of the largest bank holding companies in the United States. The acquisitions
completed and accounted for as poolings of interests were Magna Group, Inc., a
bank holding company headquartered in St. Louis, Missouri with total assets of
approximately $7.7 billion; Peoples First Corporation, a bank holding company
headquartered in Paducah, Kentucky with total assets of approximately $1.4
billion; AMBANC Corporation, a bank holding company headquartered in Vincennes,
Indiana with total assets of approximately $740 million; and Merchants
Bancshares, Inc., a bank holding company in Houston, Texas with total assets of
approximately $560 million. In addition, the Corporation completed seven other
smaller acquisitions with total assets of approximately $1.2 billion and
purchased 24 branch locations with approximately $1.5 billion of deposits in
South Florida.
Earnings for the third quarter of 1998 were significantly impacted by
previously disclosed merger-related charges attributable to the aforementioned
acquisitions. Net earnings for the quarter were $17.5 million compared to $98.3
million for the same period in 1997. Diluted earnings per common share for the
third quarter were $.13 compared to $.76 per share for the same period a year
ago.
Net earnings for the nine months ended September 30, 1998 were $188.1
million, or $1.41 per diluted common share. This compares to $278.7 million, or
$2.18 per diluted common share for the same period in 1997.
Corporate Headquarters: Union Planters Corporation, P.O. Box 387,
Memphis, TN 38147
Telephone (901) 580-6811 Fax (901) 580-2396 NYSE Trading Symbol: UPC
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Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer, said,
"This was a milestone quarter for us with total assets exceeding $30 billion for
the first time. We are very excited about our new markets in Illinois, Indiana,
Texas, and Iowa and our increased presence in Missouri, Florida, and Kentucky.
The full integration of these new acquisitions continues to be our primary
focus."
Net interest income for the quarter was $288.6 million compared to
$281.0 million in 1997. Average earning assets increased $1.7 billion in the
third quarter of 1998 compared to the same period last year and the net interest
margin was 4.32%, compared to 4.47% in 1997. Average loans, excluding FHA/VA
government-insured/guaranteed loans, for the quarter were $18.9 billion, an
increase of 6.8%.
The provision for losses on loans for the quarter was $47.2 million
compared to $38.8 million for the third quarter of 1997. Net charge-offs for the
quarter were $31.3 million compared to $24.1 million for the third quarter in
1997. At September 30, 1998, the allowance for losses on loans was $352.6
million, or 1.87% of loans and 236% of nonperforming loans. Nonperforming assets
at quarter end were $176.8 million, or .93% of loans and foreclosed properties.
This compares to $177.8 million, or 1.01% of loans and foreclosed properties at
September 30, 1997.
Noninterest income for the third quarter of 1998 was $122.5 million
compared to $129.5 million a year ago. The 1997 third quarter included some
gains on branch sales and mortgage loan sales that were not repeated. Excluding
the impact of these gains, noninterest income would have increased approximately
$11.4 million with increases in service charges on deposit accounts, mortgage
banking revenues, factoring fees, and brokerage fees accounting for most of the
increase.
Noninterest expenses for the quarter were $329.4 million compared to
$222.3 million for the third quarter of 1997. The increase relates primarily to
previously disclosed merger-related charges totaling $78 million, which include
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charges related to employment-related contractual obligations, duplicate
facilities and operations, and transaction-related fees. Additionally,
noninterest expenses included approximately $13 million of asset write-downs
related to continued consolidation of operations and prepayment penalties
related to restructuring certain of the acquired companies' borrowings.
Noninterest expenses also increased due to several smaller acquisitions in late
1997 and during the first nine months of 1998.
Union Planters Corporation ended the quarter with total assets of $30.5
billion, total loans of $19.7 billion, and total deposits of $23.3 billion.
Shareholders' equity at September 30, 1998 was $2.9 billion and the
shareholders' equity to total assets and leverage ratios were 9.61% and 9.29%,
respectively.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 1,001 ATMs and 801 banking offices in
Tennessee, Mississippi, Florida, Missouri, Indiana, Texas, Arkansas, Louisiana,
Alabama, Kentucky, Illinois, and Iowa. Union Planters is one of the 30 largest
bank holding companies in the United States and is included in the S & P 500
Index. The Corporation's Common Stock is traded on the New York Stock Exchange
under the symbol UPC.
-oOo-
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $288,644 $280,961 $ 858,506 $835,730
Taxable-equivalent basis 296,326 288,131 881,493 856,861
Provision for losses on loans 47,151 38,791 122,436 104,440
Noninterest income
Investment securities gains (losses) 1,561 3,508 (15,111) 4,500
Other 120,956 125,952 375,596 333,146
Noninterest expense 329,423 222,281 795,169 645,979
Earnings before income taxes 34,587 149,349 301,386 422,957
Applicable income taxes 17,130 51,080 113,321 144,291
NET EARNINGS 17,457 98,269 188,065 278,666
NET EARNINGS APPLICABLE TO COMMON SHARES 16,955 97,144 186,461 274,832
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PER COMMON SHARE DATA
Net earnings
- basic $ .13 $ .79 $ 1.44 $ 2.25
- diluted .13 .76 1.41 2.18
Cash dividends .50 .40 1.50 1.095
Book value 21.43 21.13
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BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $18,890,470 $17,551,084
Allowance for losses on loans 352,643 291,084
Nonperforming assets
Nonaccrual loans 143,209 130,634
Restructured loans 6,414 15,520
Foreclosed properties 27,199 31,618
Loans 90 days past due 54,588 43,447
FHA/VA government-insured/guaranteed loans 762,998 1,385,442
Nonaccrual 9,309 --
90 days past due 348,954 513,951
Available for sale investment securities
Amortized cost 7,733,707 5,649,521
Fair value 7,867,587 5,709,842
Unrealized gain, net of taxes 82,405 37,070
Total assets 30,525,482 27,939,458
Total deposits 23,288,899 20,800,890
Total shareholders' equity 2,932,567 2,680,841
Total common equity 2,908,066 2,623,601
Tier 1 capital 2,702,167 2,668,555
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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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
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AVERAGE BALANCES
Loans, excluding FHA/VA government-
insured/guaranteed loans $18,932,683 $17,725,560 $18,517,194 $17,291,108
FHA/VA government-insured/
guaranteed loans 787,352 1,453,256 1,025,467 1,531,908
Investment securities 7,055,200 5,829,275 6,434,105 5,800,731
Earning assets 27,226,455 25,557,947 26,478,348 25,167,896
Total assets 29,460,876 27,791,581 28,724,000 27,240,642
Total deposits 22,289,215 20,920,702 21,741,272 20,595,933
Interest-bearing liabilities 22,577,514 21,235,693 22,026,930 21,013,066
Demand deposits 3,358,582 3,197,788 3,289,654 3,107,502
Shareholders' equity 2,824,933 2,533,972 2,734,717 2,396,275
Common equity 2,798,368 2,474,073 2,700,337 2,326,905
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OTHER SUPPLEMENTAL INFORMATION
Return on average assets .24% 1.40% .88% 1.37%
Return on average common equity 2.40 15.58 9.23 15.79
Allowance for losses on loans to loans (1) 1.87 1.66
Nonperforming loans to loans (1) .79 .83
Nonperforming assets to loans and
foreclosed properties (1) .93 1.01
Net charge-offs of loans $ 31,299 $ 24,142 $ 103,902 $ 84,140
Net charge-offs as a percentage of
average loans (1) .66% .54% .75% .65%
Common shares outstanding (end of
period, in thousands) 135,688 124,183
Weighted average shares outstanding
(in thousands)
Basic 133,899 123,748 129,561 122,068
Diluted 135,261 130,069 133,784 127,924
Yield on earning assets (taxable-equivalent
basis) 8.21% 8.43% 8.39% 8.50%
Rate on interest-bearing liabilities 4.70 4.76 4.74 4.73
Interest rate spread (taxable-equivalent
basis) 3.51 3.67 3.65 3.77
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.32 4.47 4.45 4.55
Shareholders' equity to total assets 9.61 9.60
Leverage ratio 9.29 9.67
(1) Excludes FHA/VA government-insured/guaranteed loans
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