<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee required).
For the fiscal year ended December 31, 1997
-----------------
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the transition period from ________________ to _________________
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 383-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1997 annexed as Exhibit
A hereto are hereby incorporated by reference herein, and are included as a part
of this Annual Report.
Additional Exhibit:
23 Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan's Administrative Committee has duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 30, 1998
By: /s/ Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/ John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
EXHIBIT A
<PAGE> 4
[LOGO]
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1997 AND 1996
<PAGE> 5
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-16
Additional Information
Schedule of Investments at December 31, 1997 17
Schedule of Reportable Transactions for the Year Ended
December 31, 1997 18
</TABLE>
All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
<PAGE> 6
Price Waterhouse LLP One Commerce Square Telephone 901 523 8000
Suite 2600 Facsimile 901 525 1718
Memphis, TN 38103
PRICE WATERHOUSE [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
June 4, 1998
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1 to the financial statements, various plans were merged
with the Plan during the years ended December 31, 1997 and 1996.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 ("ERISA"). Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
<PAGE> 7
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 5,559,366 $ 4,764,318
Common stock 91,618,540 32,282,721
Equity common trust funds 39,913,366 31,602,852
Fixed income common trust funds 20,797,149 19,530,197
Notes receivable from participants 908,055 282,128
------------ -----------
Total investments (cost $74,165,005 and $60,247,696
at December 31, 1997 and December 31, 1996,
respectively) 158,796,476 88,462,216
Cash 20,314 1,811,203
Due from brokers 281,662 1,068,974
Accrued interest and dividends receivable 33 20,398
Contributions receivable
Employee -- 272,794
Employer 30,413 114,528
------------ -----------
Total assets 159,128,898 91,750,113
------------ -----------
LIABILITIES
Due to brokers 137,551 1,752,422
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS $158,991,347 $89,997,691
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 8
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
1997 1996
---- ----
INVESTMENT INCOME
<S> <C> <C>
Interest and dividends $ 2,457,197 $ 1,123,531
Net realized gain on sale of investments 3,983,966 169,473
Net change in unrealized appreciation in the fair
value of investments 41,563,339 10,600,717
------------ -----------
Net investment income 48,004,502 11,893,721
------------ -----------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 7,941,918 6,250,532
Employer contributions 3,703,225 2,949,699
Rollovers of assets (Note 7)
Cash 138,911 1,263,538
Common stock of Union Planters Corporation 459,105 392,820
------------ -----------
Total contributions and rollovers 12,243,159 10,856,589
Other receipts 60,739 --
------------ -----------
Total additions 60,308,400 22,750,310
DISBURSEMENTS
Payments to participants (30,091,507) (8,764,484)
Other disbursements (41,719) (1,650)
------------ -----------
Net increase 30,175,174 13,984,176
Mergers of other plans (Note 1) 38,818,482 4,567,302
Net assets available for benefits at beginning of period 89,997,691 71,446,213
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF PERIOD $158,991,347 $89,997,691
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 9
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters (the "Corporation")
401(k) Retirement Savings Plan (the "Plan") are prepared using the accrual
basis of accounting.
BASIS OF PRESENTATION
During the year ended December 31, 1997, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ---- --------------
<S> <C> <C>
Leader Federal Bank for Savings Thrift January 1, 1997 $ 33,176,492
Incentive Plan
Magnolia Federal Bank 401(k) Plan October 31, 1997 5,641,990
------------
$ 38,818,482
============
</TABLE>
During the year ended December 31, 1996, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
NAME DATE AT MERGER DATE
---- ---- --------------
<S> <C> <C>
First National Bank of West Memphis 401(k) Plan March 5, 1996 $ 263,000
Capital Bancorporation, Inc. 401(k) Plan April 11, 1996 3,556,623
Franklin Financial Group, Inc. 401(k) Plan December 3, 1996 314,488
BancAlabama, Inc. 401(k) Plan December 16, 1996 198,042
Valley Federal Savings Bank 401(k) Plan December 31, 1996 235,149
------------
$ 4,567,302
============
</TABLE>
4
<PAGE> 10
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for
investments in common trust funds represents the estimated fair value
as determined in good faith by the trustees of the funds. Many factors
are considered in arriving at fair value; however, the realization
value is the primary factor. The Plan recognizes realized gains and
losses using the revalued cost method whereby realized gains and losses
are calculated on sales proceeds less current value at the beginning of
the year or acquisition cost if acquired during the year. Unrealized
gains and losses are calculated as the current value of the investment
held at the end of the year less the current value at the beginning of
the year or acquisition cost if acquired during the year. Purchases and
sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis.
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public
Accountants Audit and Accounting Guide, Audits of Employee Benefit
Plans, dated May 1, 1997, benefit payments payable to terminated
participants totaling $4,655,720 and $2,999,283 at December 31, 1997
and 1996, respectively, have not been included as liabilities in the
accompanying statements of net assets available for benefits.
The following summarizes the distributions payable by fund at December
31, 1997 and 1996:
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1997 1996
- ---------------- ----------------- -----------------
<S> <C> <C>
Money Market $ 180,085 $ 169,485
Fixed Income 74,430 223,364
Balanced 740,962 1,629,428
Equity 633,904 343,113
Common Stock 3,026,339 633,893
----------------- -----------------
$ 4,655,720 $ 2,999,283
================= =================
</TABLE>
5
<PAGE> 11
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Beginning with the Plan year ended December 31, 1995, the option to defer
payment of benefits was offered to terminating participants. The following
summarizes, by fund, the amount of deferred benefits allocated to
participants but not yet distributed at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1997 1996
- ---------------- ------------- -----------------
<S> <C> <C>
Money Market $ 165,906 $ 141,375
Fixed Income 278,358 269,626
Balanced 1,690,835 967,629
Equity 780,915 775,497
Common Stock 7,434,767 2,720,149
------------- -----------------
$ 10,350,781 $ 4,874,276
============= =================
</TABLE>
2. PLAN DESCRIPTION
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1, 1986 to maintain
compliance with certain legislative requirements which had been
revised. Effective January 1, 1989, the Union Planters Corporation
Thrift and Savings Plan was converted into the Union Planters
Corporation 401(k) Retirement Savings Plan. In July 1994, the Plan was
amended to permit each participant in the Plan to elect among five
investment fund options, including shares of Union Planters Corporation
Common Stock having a par value of $5.00 per share, commencing December
1, 1994. Before this amendment, the participants were permitted no such
investment choices under the Plan. Accordingly, on December 1, 1994,
certain investments held by the Plan were transferred at fair value to
certain common trust funds managed by Union Planters Bank, National
Association, in exchange for equivalent value interests in the common
trust funds.
The Plan is a defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan
is administered by a 401(k) Retirement Savings Plan Administrative
Committee (the "Committee") composed of certain Corporation affiliated
members appointed by the Corporation's Board of Directors (the
"Board"). In 1986, the Board appointed Union Planters Bank, National
Association, as Trustee of the Plan. The Trustee receives all
contributions and pays benefits in accordance with instructions given
by the Committee. The Plan sponsor is the Corporation.
6
<PAGE> 12
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (continued)
The Plan is available to all employees of the corporation and its
participating subsidiaries who complete one year of service and work 1,000
or more hours per year. Participation may be elected by the employee the
first day of any month following the satisfaction of the eligibility
requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary up to
$160,000 or Base Pay if Base Pay is greater than $160,000. The maximum
contribution allowable by law was $9,500 for the years ended December 31,
1997 and 1996. The amount is typically increased each year based on the
cost of living index. This contribution is made through pretax payroll
deductions and is matched by the Corporation up to 6% of compensation based
on a percentage determined by the employee's length of service as follows:
50% for employees with up to 10 years of participating service, 75% for
employees with 10 to 25 years of participating service and 100% for
employees with 25 or more years of participating service. The matching
percentage for employees who have participated in the Plan since its
inception is determined based on their years of total service rather than
their participating service.
The employee may also elect a rollover contribution which is not matched by
the Corporation. An employee receiving a lump sum distribution from a
qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution in
prior periods is not required to make a rollover contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made during the years ended
December 31, 1997 or 1996.
7
<PAGE> 13
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
VESTING
Plan participants are 100% vested in their contributions, including
earnings through the most recent Plan year-end. Earnings become vested
interests in the Plan quarterly. Any non-vested earnings accruing during
the year in which an employee terminates are forfeited by the employee.
Additionally, vesting in Corporation contributions and related earnings
commences after five years of participating service with 100% vesting.
Total vesting also occurs upon total disability, death, retirement or other
events as defined by the Plan. As of each Plan year-end, any amounts which
have been forfeited during the Plan year are first made available to
reinstate previously forfeited balances of former participants. Remaining
forfeitures, if any, are allocated at the sole discretion of the
Corporation. Upon retirement, total disability or death, participants or
their beneficiaries become eligible for distribution within 60 days
following the Plan year-end. Upon termination, participants become eligible
for distribution within 60 days following the end of the month of such
termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for
purposes of purchasing a primary residence or for post-secondary education
of an immediate family member.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the right
under the terms of the Plan to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. In such event, Plan
participants would become 100% vested in all contributions and earnings.
All necessary expenses of the Plan may be paid by the Plan; however, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following five investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities. Typically,
these investments are U.S. Treasury Bills and short-term U.S. Treasury
notes maturing in six months or less.
8
<PAGE> 14
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (continued)
Fixed Income Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Fixed Income Fund of Union Planters Bank,
National Association and the Westport Bank & Trust Company Managed
Guaranteed Investment Contract Fund. These funds invest in a wide range of
high-quality, intermediate-term bonds and investment contracts. Issuers
include the U.S. Government, U.S. Government agencies and well-known
corporations, banks and insurance companies.
Balanced Option - Participant directed funds are primarily invested in the
Employee Benefit Trust's Equity Fund of Union Planters Bank, National
Association and the Employee Benefit Trust's Fixed Income Fund of Union
Planters Bank, National Association which provide a balanced portfolio of
bonds and stocks. This option has a long-term goal of investing 60% in
fixed income securities and 40% in equity securities.
Equity Option - Participant directed funds are invested in the Employee
Benefit Trust's Equity Fund of Union Planters Bank, National Association
which invests in a broad mix of growth and income-oriented stocks and
mutual funds, including securities from international and global markets.
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
If a participant does not make a timely investment election with respect to
their entire account balance, their account balance (or undirected portion
thereof) will automatically be invested in the Balanced Option.
3. FUND INFORMATION
The following summarizes the fund information for the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits:
9
<PAGE> 15
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
----------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 65,229 $3,484,349 $ - $ - $ 369,331 $ 1,499,453
Common stock - - - - 1,869 91,616,671
Equity common trust funds - - - 13,539,916 26,373,450 -
Fixed income common trust funds - - 4,601,629 16,195,520 - -
Notes receivable from participants 908,055 - - - - -
-------- ---------- ---------- ----------- ----------- -----------
Total investments 973,284 3,484,349 4,601,629 29,735,436 26,744,650 93,116,124
Cash 341 16,183 - - 895 844
Due from brokers - - 15,787 265,875 - -
Accrued interest and dividends receivable
Contributions receivable 33 - - - - -
Employee - - - - - -
Employer - 25,631 - - - 4,782
-------- ---------- ---------- ----------- ----------- -----------
Total assets 973,658 3,526,163 4,617,416 30,001,311 26,745,545 93,121,750
-------- ---------- ---------- ----------- ----------- -----------
LIABILITIES
Due to brokers - - - - 137,551 -
-------- ---------- ---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $973,658 $3,526,163 $4,617,416 $30,001,311 $26,607,994 $93,121,750
======== ========== ========== =========== =========== ===========
<CAPTION>
DECEMBER 31, 1997
-----------------------
OTHER TOTAL
-------- ------------
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $141,004 $ 5,559,366
Common stock - 91,618,540
Equity common trust funds - 39,913,366
Fixed income common trust funds - 20,797,149
Notes receivable from participants - 908,055
-------- ------------
Total investments 141,004 158,796,476
Cash 2,051 20,314
Due from brokers - 281,662
Accrued interest and dividends receivable
Contributions receivable - 33
Employee - -
Employer - 30,413
-------- ------------
Total assets 143,055 159,128,898
-------- ------------
LIABILITIES
Due to brokers - 137,551
-------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $143,055 $158,991,347
======== ============
</TABLE>
10
<PAGE> 16
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
----------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 992 $3,550,753 $ 5,881 $ 14,106 $ 43,810 $ 2,986
Common stock - - - - - 32,282,721
Equity common trust funds - - - 11,920,109 19,682,743 -
Fixed income common trust funds - - 4,283,451 15,246,746 - -
Notes receivable from participants 282,128 - - - - -
-------- ---------- ---------- ----------- ----------- -----------
Total investments 283,120 3,550,753 4,289,332 27,180,961 19,726,553 32,285,707
Cash 100 - - - 714,950 1,096,153
Due from brokers - - 23,497 1,045,477 - -
Accrued interest and dividends receivable 8 15,943 87 270 342 170
Contributions receivable
Employee - - - - - -
Employer - - - - - -
-------- ---------- ---------- ----------- ----------- -----------
Total assets 283,228 3,566,696 4,312,916 28,226,708 20,441,845 33,382,030
-------- ---------- ---------- ----------- ----------- -----------
LIABILITIES
Due to brokers - 96,247 - - 513,703 -
-------- ---------- ---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $283,228 $3,470,449 $4,312,916 $28,226,708 $19,928,142 $33,382,030
======== ========== ========== =========== =========== ===========
<CAPTION>
DECEMBER 31, 1996
-----------------------
OTHER TOTAL
-------- ------------
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $1,145,790 $ 4,764,318
Common stock - 32,282,721
Equity common trust funds - 31,602,852
Fixed income common trust funds - 19,530,197
Notes receivable from participants - 282,128
---------- ------------
Total investments 1,145,790 88,462,216
Cash - 1,811,203
Due from brokers - 1,068,974
Accrued interest and dividends receivable 3,578 20,398
Contributions receivable
Employee 272,794 272,794
Employer 114,528 114,528
---------- ------------
Total assets 1,536,690 91,750,113
---------- ------------
LIABILITIES
Due to brokers 1,142,472 1,752,422
---------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 394,218 $ 89,997,691
========== ============
</TABLE>
11
<PAGE> 17
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
---------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 79,290 $ 197,763 $ 2,257 $ 7,937 $ 8,979 $2,129,271
Net realized gain on sale of investments 609 - 25,280 182,206 95,601 3,680,270
Net change in unrealized appreciation
in the fair value of investments - - 298,088 3,030,051 3,498,302 34,736,898
-------- ----------- ----------- ------------ ------------ ------------
Net investment income 79,899 197,763 325,625 3,220,194 3,602,882 40,546,439
-------- ----------- ----------- ------------ ------------ ------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions - 340,784 355,721 1,961,952 2,163,734 3,119,727
Employer contributions - 214,073 164,382 1,012,532 968,285 1,343,953
Rollovers of assets
Cash - 33,036 6,873 28,395 70,607 -
Common stock of Union Planters
Corporation - - - - - 459,105
-------- ----------- ----------- ------------ ------------ ------------
Total contributions and rollovers - 587,893 526,976 3,002,879 3,202,626 4,922,785
Other receipts - 1,357 1,776 11,542 10,237 35,827
-------- ----------- ----------- ------------ ------------ ------------
Total additions 79,899 787,013 854,377 6,234,615 6,815,745 45,505,051
-------- ----------- ----------- ------------ ------------ ------------
DISTRIBUTIONS
Payments to participants - (1,184,640) (608,824) (3,231,308) (2,103,656) (22,963,079)
Other - - - - - (41,719)
-------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease) 79,899 (397,627) 245,553 3,003,307 4,712,089 22,500,253
Mergers of other plans - 861,239 473,074 1,453,544 1,696,556 34,334,069
Net transfers 610,531 (407,898) (414,127) (2,682,248) 271,207 2,905,398
Net assets available for benefits:
Beginning of period 283,228 3,470,449 4,312,916 28,226,708 19,928,142 33,382,030
-------- ----------- ----------- ------------ ------------ ------------
END OF PERIOD $973,658 $ 3,526,163 $ 4,617,416 $ 30,001,311 $ 26,607,994 $ 93,121,750
======== =========== =========== ============ ============ ============
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1997
--------------------------
OTHER TOTAL
-------- ---------------
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 31,700 $ 2,457,197
Net realized gain on sale of investment - 3,983,966
Net change in unrealized appreciation
in the fair value of investments - 41,563,339
--------- -------------
Net investment income 31,700 48,004,502
--------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions - 7,941,918
Employer contributions - 3,703,225
Rollovers of assets
Cash - 138,911
Common stock of Union Planters
Corporation - 459,105
--------- -------------
Total contributions and rollovers - 12,243,159
Other receipts - 60,739
--------- -------------
Total additions 31,700 60,308,400
--------- -------------
DISTRIBUTIONS
Payments to participants - (30,091,507)
Other - (41,719)
--------- -------------
Net increase (decrease) 31,700 30,175,174
Mergers of other plans - 38,818,482
Net transfers (282,863) -
Net assets available for benefits:
Beginning of period 394,218 89,997,691
--------- -------------
END OF PERIOD $ 143,055 $ 158,991,347
========= =============
</TABLE>
12
<PAGE> 18
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. FUND INFORMATION (CONTINUED)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED COMMON
LOANS MARKET INCOME BALANCED EQUITY STOCK
-------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 26,241 $ 185,403 $ 1,491 $ 7,661 $ 9,315 $ 850,420
Net realized gain on sale of investments - - 18,849 131,351 - 19,273
Net change in unrealized appreciation
in the fair value of investments - - 204,357 2,199,813 2,205,498 5,991,049
-------- ----------- ----------- ------------ ------------ ------------
Net investment income 26,241 185,403 224,697 2,338,825 2,214,813 6,860,742
-------- ----------- ----------- ------------ ------------ ------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions - 339,561 396,399 1,923,581 1,625,160 1,693,037
Employer contributions - 156,831 184,820 972,930 726,566 794,024
Rollovers of assets
Cash - 60,848 36,488 394,371 289,732 482,099
Common stock of Union Planters
Corporation - - - - - 392,820
-------- ----------- ----------- ------------ ------------ ------------
Total contributions and rollovers - 557,240 617,707 3,290,882 2,641,458 3,361,980
-------- ----------- ----------- ------------ ------------ ------------
Total additions 26,241 742,643 842,404 5,629,707 4,856,271 10,222,722
-------- ----------- ----------- ------------ ------------ ------------
DISTRIBUTIONS
Payments to participants - (1,504,075) (471,604) (2,561,833) (1,604,595) (2,622,377)
Other disbursements - - - - - -
-------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease) 26,241 (761,432) 370,800 3,067,874 3,251,676 7,600,345
Mergers of other plans - 556,812 313,678 887,805 952,604 1,856,403
Net transfers 45,719 (107,102) (587,064) (1,200,874) 1,685,926 503,737
Net assets available for benefits:
Beginning of period 211,268 3,782,171 4,215,502 25,471,903 14,037,936 23,421,545
-------- ----------- ----------- ------------ ------------ ------------
END OF PERIOD $283,228 $ 3,470,449 $ 4,312,916 $ 28,226,708 $ 19,928,142 $ 33,382,030
======== =========== =========== ============ ============ ============
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1996
------------------------------
OTHER TOTAL
----------- -------------
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 43,000 $ 1,123,531
Net realized gain on sale of investments - 169,473
Net change in unrealized appreciation
in the fair value of investments - 10,600,717
----------- -------------
Net investment income 43,000 11,893,721
----------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 272,794 6,250,532
Employer contributions 114,528 2,949,699
Rollovers of assets
Cash - 1,263,538
Common stock of Union Planters
Corporation - 392,820
----------- -------------
Total contributions and rollovers 387,322 10,856,589
----------- -------------
Total additions 430,322 22,750,310
----------- -------------
DISTRIBUTIONS
Payments to participants - (8,764,484)
Other disbursements (1,650) (1,650)
----------- -------------
Net increase (decrease) 428,672 13,984,176
Mergers of other plans 4,567,302
Net transfers (340,342) -
Net assets available for benefits:
Beginning of period 305,888 71,446,213
----------- -------------
END OF PERIOD $ 394,218 $ 89,997,691
=========== =============
</TABLE>
13
<PAGE> 19
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of net
assets available for benefits at December 31, 1997:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---- ----------
<S> <C> <C> <C>
COMMON STOCK
Union Planters Corporation Common
Stock 1,349,785 $24,505,642 $91,616,672
COMMON TRUST FUNDS
Employee Benefit Trust's Equity Fund
of Union Planters Bank, National
Association 297,377 26,182,959 39,913,366
Employee Benefit Trust's Fixed Income
Fund of Union Planters Bank, National
Association 141,974 10,604,192 13,276,044
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund 320,295 6,404,787 7,521,105
</TABLE>
5. Realized Gain on Sale of Investments
The net realized gain on sale of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
1997 1996
---------- --------
<S> <C> <C>
Common stock $3,680,879 $ 19,273
Common trust funds 303,087 150,200
---------- --------
Net realized gains on sale of investments $3,983,966 $169,473
========== ========
</TABLE>
14
<PAGE> 20
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
6. UNREALIZED APPRECIATION
The net change in unrealized appreciation in the fair value of investments
is summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Common stock $34,738,763 $ 5,991,049
Common trust funds 6,824,576 4,609,668
----------- -----------
Net change in unrealized appreciation in the fair value $41,563,339 $10,600,717
of investments =========== ===========
</TABLE>
7. ROLLOVERS OF ASSETS
During the years ended December 31, 1997 and 1996, the Plan received
rollovers of account balances from various participants in other
retirement and benefit plans totaling $598,016 and $1,656,358,
respectively.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by
Union Planters Bank, National Association, a wholly-owned subsidiary of
the Corporation, and common trust funds of Union Planters Bank, National
Association. Union Planters Bank, National Association, is the trustee as
defined by the Plan; therefore, these transactions qualify as
party-in-interest transactions. Additionally, the Plan held common stock
of the Corporation. As previously noted, all necessary expenses of the
Plan have been customarily paid by the Corporation.
9. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated April 5, 1986 indicating that the Plan is qualified
under Internal Revenue Code Section 401(a) and, therefore, not subject to
tax under Section 501(a). A determination letter has been requested
regarding the amendments to the Plan relative to qualification under
Section 401(k) and the Tax Reform Act of 1986. The Corporation believes
the amendments to the Plan qualify under the Internal Revenue Code of 1986.
15
<PAGE> 21
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
10. SUBSEQUENT EVENTS
Subsequent to December 31, 1997, the fair value of the Plan's investment
in the common stock of the Corporation has decreased as follows:
<TABLE>
<CAPTION>
FAIR VALUE
----------
DECEMBER 31, JUNE 4,
1997 1998(1)
----------- -----------
<S> <C> <C>
Union Planters Corporation common stock
(1,349,785 shares) $91,616,672 $76,515,937
</TABLE>
(1) Number based on a value of $56.6875 per share.
16
<PAGE> 22
UNION PLANTERS CORPORATION SCHEDULE I
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ ---------- ------------- -------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
AIM Institutional Prime Fund 1,909,788 $ 1,909,788 $ 1,909,788
Federated Treasury Obligations Fund 3,484,349 3,484,349 3,484,349
*United Planters Bank, National Association
Hi-Yield Masternote 165,229 165,229 165,229
---------- ------------- -------------
Total short-term investments 5,559,366 5,559,366 5,559,366
---------- ------------- -------------
COMMON STOCK
*Union Planters Corporation Common Stock 1,349,785 24,505,642 91,616,672
Other Common Stock 250 2 1,218
Other Stock Purchase Warrants 600 2 650
---------- ------------- -------------
Total Common Stock 1,350,635 24,505,646 91,618,540
---------- ------------- -------------
EQUITY COMMON TRUST FUNDS
*Employee Benefit Trust's Equity Fund
of Union Planters Bank, National Association 297,377 26,182,959 39,913,366
FIXED INCOME COMMON TRUST FUNDS
*Employee Benefit Trust's Fixed Income Fund
of Union Planters Bank, National Association 141,974 10,604,192 13,276,044
Westport Bank & Trust Company
Managed Guaranteed Investment Contract
Fund (Trust Employer Identification
Number 62-0859006) 320,295 6,404,787 7,521,105
---------- ------------- -------------
Total fixed income common trust funds 462,269 17,008,979 20,797,149
---------- ------------- -------------
Total common trust funds 759,646 43,191,938 60,710,515
NOTES RECEIVABLE FROM PARTICIPANTS
Notes receivable from participants, secured
by vested interests in plan assets, interest
at 7.11% to 11% (Union Planters Bank, National
Association floating consumer prime rate), with
original maturities of one to seven years 908,055 908,055 908,055
---------- ------------- -------------
Total investments 8,577,702 $ 74,165,005 $ 158,796,476
========== ============= =============
</TABLE>
* Represents an investment with a party-in-interest.
17
<PAGE> 23
SCHEDULE II
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
SALES COST OF VALUE AT DATE GAIN ON
NAME OF INVESTMENT PROCEEDS(2) ASSETS OF TRANSACTION SALE(2)
----------- --------- -------------- ---------
<S> <C> <C> <C> <C>
*Employee Benefit Trust's Equity
Fund of Union Planters Bank,
National Association
Various purchases 4,411,299 4,411,299
Various sales 1,734,482 1,108,472 1,734,482 626,010
*Union Planters Corporation
Common Stock
Various purchases 10,037,914 10,037,914
Various sales 4,002,197 1,362,235 4,002,197 2,639,962
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions
as defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no expenses incidental to these transactions.
* Represents an investment with a party-in-interest.
18
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Union Planters Corporation of our report dated June 4,
1998 appearing on page 4 of Exhibit A of the Annual Report of the Union Planters
Corporation 401(k) Retirement Savings Plan on Form 11-K for the year ended
December 31, 1997.
/s/ Price Waterhouse LLP
Memphis, Tennessee
June 30, 1998
