<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 1998
UNION PLANTERS CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
Tennessee 1-10160 62-0859007
-------------- ---------- ------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
----------------------------------------------------------
(Address, including zip code, of principal executive office)
(901) 580-6000
--------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 22, 1998, Union Planters Corporation ("UPC") and Magna
Group, Inc. ("Magna") entered into an Agreement and Plan of Reorganization (the
"Agreement"), pursuant to which Magna will be acquired by UPC.
In accordance with the terms of the Agreement, UPC will acquire
Magna pursuant to the merger (the "Merger") of Magna with and into Union
Planters Holding Corporation, a wholly-owned subsidiary of UPC organized under
the laws of the State of Tennessee ("UPHC"), with UPHC as the surviving
corporation resulting from the Merger.
Upon consummation of the Merger, each share of the (i) $2.00 par
value common stock of Magna ("Magna Common Stock") (including any associated
preferred stock purchase rights issued pursuant to Magna's Rights Agreement, but
excluding shares held by Magna, UPC, or any of their respective subsidiaries, in
each case other than in a fiduciary capacity or as a result of debts previously
contracted) issued and outstanding at the effective time of the Merger (as
defined in the Agreement, the "Effective Time") shall be converted into and
exchanged for .9686 of a share (the "Exchange Ratio") of the $5.00 par value
common stock of UPC (together with any associated preferred stock purchase
rights, "UPC Common Stock") and (ii) $20.00 par value Class B Voting Preferred
Stock of Magna ("Magna Class B Preferred Stock") issued and outstanding at the
effective time of the Merger (other than shares held by UPC, Magna, or their
respective subsidiaries, in each case, other than in a fiduciary capacity or as
a result of debts previously contracted and shares held by dissenting
stockholders), as of the effective time of the Merger, shall be converted into
and exchanged for the right to receive a check from UPC in the amount of the
Preferred Stock Cash Payment Amount (as defined in the Agreement).
In addition, at the Effective Time, all rights with respect to
Magna Common Stock, pursuant to stock options, stock appreciation rights, or
stock awards granted by Magna under the existing stock plans of Magna, which are
outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to UPC Common Stock on a basis
that reflects the Exchange Ratio.
The Merger is intended to constitute a tax-free transaction under
the Internal Revenue Code of 1986, as amended, and be accounted for as a
pooling of interests.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of the approval by the stockholders of Magna of
appropriate matters relating to the Agreement and the Merger required to be
approved under applicable law; (ii) receipt of the approval by the stockholders
of UPC of appropriate matters relating to the Agreement and the Merger,
including (a) an amendment to the Restated Charter of Incorporation of UPC to
increase the number of authorized shares of UPC Common Stock (to the extent such
approval is not received at the 1998 annual meeting of stockholders of UPC) and
(b) the issuance of shares of UPC Common Stock pursuant to the Merger, as
required to be approved under applicable law; (iii) receipt of certain
regulatory approvals from the Board of Governors of the
- 2 -
<PAGE> 3
Federal Reserve System, certain state regulatory authorities, and certain other
regulatory authorities; (iv) receipt of an opinion of counsel as to the tax-free
nature of certain aspects of the Merger; (v) receipt of a letter from Price
Waterhouse to the effect that the Merger will qualify for pooling-of-interests
accounting treatment; and (vi) satisfaction of certain other conditions.
In connection with executing the Agreement, UPC and Magna entered
into a stock option agreement (the "Stock Option Agreement") pursuant to which
Magna granted to UPC an option to purchase up to 6,497,180 shares of Magna
Common Stock (representing 19.9% of the outstanding shares of Magna Common stock
without giving effect to the exercise of the option), at a per share purchase
price equal to the first closing price per share of Magna Common Stock following
public announcement of execution of the Agreement as reported on the New York
Stock Exchange-Composite Transactions List, upon certain terms and in accordance
with certain conditions.
The Agreement and the Merger will be submitted for approval at
separate meetings of the stockholders of Magna and UPC. Prior to such
stockholders meetings, UPC will file a registration statement with the
Securities and Exchange Commission registering under the Securities Act of 1933,
as amended, the shares of UPC Common Stock to be issued in exchange for the
outstanding shares of Magna Common Stock. Such shares of stock of UPC will be
offered to the Magna stockholders pursuant to a prospectus that will also serve
as a joint proxy statement for the separate meetings of the stockholders of
Magna and UPC, respectively.
A copy of a joint news release (the "News Release") relating to
the Merger is being filed as Exhibit 99.1 to this report and is incorporated
herein by reference.
On February 23, 1998, UPC intends to hold a telephone conference
call (the "Conference Call") with analysts and others with respect to the
Merger. During the Conference Call, certain financial and other information
relating to the Merger is to be presented (the "Presentation Materials"). The
News Release and certain of the Presentation Materials contain, among other
things, certain forward-looking statements regarding each of UPC, Magna, and the
combined company following the Merger, including statements relating to cost
savings, enhanced revenues, and accretion to reported earnings that may be
realized from the Merger, and certain restructuring charges expected to be
incurred in connection with the Merger. Such forward-looking statements involve
certain risks and uncertainties, including a variety of factors that may cause
UPC's actual results to differ materially from the anticipated results or other
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 Merger and UPC's other pending acquisitions may not be fully
realized or realized within the expected time frame; (ii) revenues following the
Merger and the other pending acquisitions may be lower than expected, or deposit
attrition, operating costs, or customer loss and business disruption following
the Merger and the 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
- 3 -
<PAGE> 4
business of UPC, Magna, and the other pending acquisitions may be greater than
expected; (v) changes in the interest rate environment may reduce margins; (vi)
general economic or business conditions, either nationally or in the states or
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 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 intended
to be presented at the Conference Call, and such materials are incorporated
herein by reference.
- 4 -
<PAGE> 5
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
(Registrant)
By: /s/ M. Kirk Walters
-----------------------------------
M. Kirk Walters
Senior Vice President and Treasurer
Date: February 23, 1998
- 5 -
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
99.1 Text of the News Release, dated February 23, 1998,
issued by Union Planters Corporation and Magna Group, Inc
99.2 The Presentation Materials
</TABLE>
- 6 -
<PAGE> 1
(BW)(UNION-PLANTERS/MAGNA-GRP)(UPC)(MGR) Union Planters Announces Merger With
Magna Group
Business Editors
MEMPHIS, Tenn.--(BUSINESS WIRE)--Feb. 22, 1998--Magna Group (NYSE:MGR) and
Union Planters Corporation (NYSE:UPC) announced the signing of a definitive
agreement under which Magna will be merged into Union Planters.
The agreement has been approved by the boards of directors of both
companies. The merger is subject to the approval of shareholders and
appropriate regulatory agencies, and is expected to close in the second or
third quarter.
The transaction will be accounted for as a pooling of interests and
provides for a tax free exchange of 0.9686 shares of UPC common stock for each
common share of Magna Group. Based on the UPC closing price on February 20 of
$63 7/16, the value of the transaction is approximately $2.3 billion or $61.45
per Magna common share.
In connection with the execution of the merger agreement, Magna Group
granted Union Planters the option to purchase, under certain circumstances, up
to 19.9% of Magna Group's outstanding common stock.
Magna Group, the third largest bank holding company headquartered in
Missouri, serves over 60 communities with 139 banking locations in Missouri,
Illinois and Iowa and reported total assets at year end of $7 billion. Sixty
percent of Magna's deposits are located in the St. Louis metropolitan market.
Central and southern Illinois represent 21% of Magna's deposit base with Iowa
making up the remaining 19%.
Union Planters has existing banking operations in the St. Louis
metropolitan area and the Columbia, Cape Girardeau and Springfield, Missouri
markets. The combined organizations will have the third largest deposit market
share in the St. Louis metropolitan area.
On a pro-forma basis, including other pending acquisitions, Union Planters
will have approximately $28.5 billion in assets, $19.4 billion in loans, $21.5
billion in deposits, and $3 billion in shareholder equity.
Benjamin W. Rawlins, Jr., Chief Executive Officer of Union Planters
stated, "I am very pleased to be able to announce this merger with Magna
Group. Our two companies have similar philosophies in many areas and have
developed a number of complementary strategies. While the merger will permit
the consolidation of some overlapping facilities, the primary benefit will be
the ability to leverage our delivery systems, product development and
technology efforts in a meaningful way."
Thomas Andes, Chairman and CEO of Magna Group, will serve as Vice Chairman
of Union Planters Corporation and will focus on the smooth integration of
Magna into Union Planters. Andes stated, "This combination makes sense for our
shareholders, our customers and the entire Magna family. The Union Planters
philosophy of community banking gives us the opportunity to continue a
tradition of providing quality service to the markets we serve."
Union Planters, headquartered in Memphis, Tennessee was founded in 1869
and is an $18 billion bank holding company with banking offices in Tennessee,
Missouri, Florida, Mississippi, Arkansas, Alabama, Louisiana and Kentucky.
Union Planters has eight other pending acquisitions totaling approximately $3
billion, the largest of which is Peoples First based in Paducah, KY.
<PAGE> 1
UNION PLANTERS CORPORATION
ACQUISITION OF MAGNA GROUP, INC.
[UNION PLANTERS CORPORATION LOGO] [MAGNA GROUP, INC. LOGO]
Creating A Premier Banking Franchise
Merger Information and Presentation
February 23, 1998
Please join Benjamin W. Rawlins, Jr., Chairman of the Board and Chief Executive
Officer of Union Planters Corporation, and G. Thomas Andes, Chairman of the
Board, President and Chief Executive Officer of Magna Group, Inc., for a
conference call presentation to discuss this transaction on Monday, February
23, 1998 at 9:00 a.m. CST. To participate, please call 1-800-603-5503 and
request the Union Planters Corporation conference hosted by Benjamin W.
Rawlins, Jr. (conference I.D. 931-632). Additionally, to hear a replay of this
conference call, you may call 1-800-642-1687 (access code 931-632) until
February 26, 1998.
If you do not receive this entire presentation, please call Mark J. Koster,
Stifel, Nicolaus & Company, Incorporated, at (314)-342-2152.
1
<PAGE> 2
FORWARD LOOKING INFORMATION
This presentation contains, among other things, certain forward-looking
statements regarding each of Union Planters Corporation, Magna Group, Inc., and
the combined company following the Merger, including statements relating to
cost savings, enhanced revenues, and accretion to reported earnings that may
be realized from the Merger, and certain restructuring charges expected to be
incurred in connection with the Merger. Such forward-looking statements
involve certain risks and uncertainties, including a variety of factors that
may cause Union Planters actual results to differ materially from the
anticipated results or other expectations expressed in such forward-looking
statements. Factors that may cause such a difference include, but are not
limited to: (i) expected cost savings from the Merger and Union Planters other
pending acquisitions may not be fully realized or realized within the expected
time frame; (ii) revenues following the Merger and the other pending
acquisitions may be lower than expected, or deposit attrition, operating
costs, or customer loss and business disruption following the Merger and the
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 Union Planters, Magna, and the other pending acquisitions may be
greater than expected; (v) changes in the interest rate environment may reduce
margins; (vi) general economic or business conditions, either nationally or in
the states or 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 businesses in which Union Planters 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 Union
Planters current and subsequent filings with the Securities Exchange Commission.
2
<PAGE> 3
CREATING A PREMIER BANKING FRANCHISE
The Merger of Union Planters Corporation and Magna Group, Inc. provides the
shareholders of the Combined Company with a transaction which:
- - IS ACCRETIVE TO EARNINGS PER SHARE;
- - CREATES A UNIQUE STRATEGIC FRANCHISE.
3
<PAGE> 4
TRANSACTION SUMMARY
(DEFINITIVE AGREEMENT 2/22/98)
FIXED EXCHANGE RATIO: 0.9686 shares of UPC for each share of MGR.
No caps, collars or walkaways.
PURCHASE PRICE(1): $2.3 billion in stock.
$61.45 per share.
299% of book value.(2)
22.8x First Call 1998 EPS estimates.
ACCOUNTING TREATMENT: Pooling of interests.
Tax free exchange.
OPTIONS: 19.9% stock option from MGR to UPC.
CONDITIONS: Subject to normal regulatory and shareholder approvals.
Due diligence completed.
ANTICIPATED CLOSING: Mid-year 1998.
- ----------
(1) Based on UPC's closing price of $63.4375 on February 20, 1998.
(2) Book value calculated pro forma pending acquisitions at 12/31/97.
4
<PAGE> 5
PROFILE OF UNION PLANTERS CORPORATION
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- -------------------------------------------
UPC
- -------------------------------------------
<S> <C>
BALANCE SHEET (12/31/97)(1)
- -------------------------------------------
Total Assets $ 21,040
- -------------------------------------------
Total Loans 14,667
- -------------------------------------------
Total Deposits 15,799
- -------------------------------------------
Total Equity 2,058
- -------------------------------------------
Tang. Equity/Assets 9.5%
- -------------------------------------------
Loans/Deposits 92.8%
- -------------------------------------------
Book Value Per Share $ 21.39
- -------------------------------------------
CAPITAL RATIOS
- -------------------------------------------
Leverage Ratio 10.3%
- -------------------------------------------
Tangible Tier I/RWA 15.8%
- -------------------------------------------
Tangible Total Capital/RWA 17.7%
- -------------------------------------------
STREET ESTIMATES (FIRST CALL)
- -------------------------------------------
1998 Earnings Per Share $ 3.75
- -------------------------------------------
1999 Earnings Per Share 4.15
- -------------------------------------------
MARKET STATISTICS
- -------------------------------------------
Stock Price (2/20/98) $63.4375
- -------------------------------------------
F.D. Market Capitalization (mm) $ 6,155
- -------------------------------------------
Price/1998 Earnings 16.9x
- -------------------------------------------
Price/Book 297%
- -------------------------------------------
Avg. Daily Trade Volume (LTM) 164.200
- -------------------------------------------
</TABLE>
(1) Pro forma pending acquisitions.
[MAP]
Map of the United States with the states where
UPC has locations or pending acquisitions
5
<PAGE> 6
UPC COUNTY MAP
[MAP]
Map of the states and counties where UPC has locations
or pending acquisitions (major cities noted)
6
<PAGE> 7
PROFILE OF MAGNA GROUP INC.
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- -------------------------------------------
UPC
- -------------------------------------------
<S> <C>
BALANCE SHEET (12/31/97)(1)
- -------------------------------------------
Total Assets $ 7,502
- -------------------------------------------
Total Loans 4,769
- -------------------------------------------
Total Deposits 5,708
- -------------------------------------------
Total Equity 729
- -------------------------------------------
Tang. Equity/Assets 7.6%
- -------------------------------------------
Loans/Deposits 83.6%
- -------------------------------------------
Book Value Per Share $ 20.54
- -------------------------------------------
CAPITAL RATIOS
- -------------------------------------------
Leverage Ratio 7.6%
- -------------------------------------------
Tangible Tier I/RWA 12.1%
- -------------------------------------------
Tangible Total Capital/RWA 13.4%
- -------------------------------------------
STREET ESTIMATES (FIRST CALL)
- -------------------------------------------
1998 Earnings Per Share $ 2.69
- -------------------------------------------
1999 Earnings Per Share 2.94
- -------------------------------------------
MARKET STATISTICS
- -------------------------------------------
Stock Price (2/20/98) $46.9375
- -------------------------------------------
F.D. Market Capitalization (mm) $ 1.750
- -------------------------------------------
Price/1998 Earnings 17.4x
- -------------------------------------------
Price/Book 229%
- -------------------------------------------
Avg. Daily Trade Volume (LTM) 48,400
- -------------------------------------------
</TABLE>
(1) Pro forma pending acquisitions.
[MAP]
Map of the United States with the states where
Magna Group, Inc. has locations or pending Acquisitions
7
<PAGE> 8
MGR COUNTY MAP
[MAP]
Map of the states and counties where MGR has locations or
pending Acquisitions (Major Cities Noted)
8
<PAGE> 9
PROFILE OF PRO FORMA COMBINED COMPANY
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- ------------------------------------------------
UPC/
- ------------------------------------------------
MGR
<S> <C>
BALANCE SHEET (12/31/97)(1)
- ------------------------------------------------
Total Assets $28,542
- ------------------------------------------------
Total Loans 19,436
- ------------------------------------------------
Total Deposits 21,507
- ------------------------------------------------
Total Equity 2,787
- ------------------------------------------------
Tang. Equity/Assets 9.0%
- ------------------------------------------------
Loans/Deposits 90.4%
- ------------------------------------------------
Book Value Per Share $ 21.34
- ------------------------------------------------
CAPITAL RATIOS
- ------------------------------------------------
Leverage Ratio 8.8%
- ------------------------------------------------
Tangible Tier I/RWA 13.7%
- ------------------------------------------------
Tangible Total Capital/RWA 14.9%
- ------------------------------------------------
</TABLE>
(1) Pro forma pending acquisitions.
[MAP]
Map of the United States showing the states where the Pro Forma Combined UPC
and MGR will have locations.
9
<PAGE> 10
CREATING A PREMIER BANKING FRANCHISE
UPC/MGR COUNTY MAP
[MAP]
Map of the states and counties where the combined UPC and MGR
will have locations (major cities noted).
10
<PAGE> 11
SIMILAR CORPORATE CULTURES AND BUSINESS STRATEGIES
[GRAPH]
<TABLE>
<S> <C>
Pie Chart of UPC's Loans
Residential Mortgages 39%
Commercial Mortgages 16%
Commercial 20%
Other 2%
Consumer 14%
Credit Card 4%
Construction 5%
</TABLE>
[GRAPH]
<TABLE>
<S> <C>
Pie Chart of MGR Loans
Residential Mortgages 26%
Commercial Mortgages 31%
Commercial 18%
Other 0%
Consumer 18%
Credit Card 1%
Construction 6%
</TABLE>
[GRAPH]
<TABLE>
<S> <C>
Pie Chart -- Pro Forma Combined Loans
Residential Mortgages 36%
Commercial Mortgages 20%
Commercial 19%
Other 2%
Consumer 15%
Credit Card 3%
Construction 5%
</TABLE>
Amounts based on each company's actual 12/31/97 balance sheet excluding
pending acquisitions.
11
<PAGE> 12
ASSET QUALITY
(AMOUNTS REPRESENT 12/31/97, ADJUSTED FOR PENDING ACQUISITIONS)
[GRAPH]
Bar Chart -- Nonperforming Loans/Loans
UPC .89%
MGR .67%
Combined .83%
[GRAPH]
Bar Chart -- Reserves/Nonperforming Loans
UPC 211.34%
MGR 193.39%
Combined 207.53%
12
<PAGE> 13
BALANCE SHEET FUNDING COMPOSITION
(YEAR ENDED 12/31/97)
[GRAPH]
Pie Chart -- UPC
NIB Deposits 13%
Savings & Money Market 25%
Long-term debt 9%
Time Deposits 39%
Borrowings 4%
Shareholders' Equity 10%
[GRAPH]
Pie Chart -- MGR
NIB Deposits 10%
Savings & Money Market 24%
Long-term debt 1%
Time Deposits 44%
Borrowings 12%
Shareholders' Equity 9%
[GRAPH]
Pie Chart -- Pro Forma Combined
NIB Deposits 12%
Savings & Money Market 25%
Long-term debt 7%
Time Deposits 39%
Borrowings 7%
Shareholders' Equity 10%
Amounts based on each company's actual 12/31/97 balance sheet excluding pending
acquisitions.
13
<PAGE> 14
EFFICIENCY RATIO
[GRAPH]
<TABLE>
<S> <C>
Bar Chart - Efficiency Ratio -- UPC
1994 77.00%
1995 59.51%
1996 58.94%
1997 55.75%
</TABLE>
[GRAPH]
<TABLE>
<S> <C>
Bar Chart - Efficiency Ratio -- MGR
1994 66.69%
1995 62.11%
1996 55.63%
1997 55.10%
</TABLE>
Efficiency ratio equals non-interest expense divided by total revenues.
Historical ratios present originally reported data, 1997 includes pending
acquisitions.
14
<PAGE> 15
NON-INTEREST INCOME
[GRAPH]
<TABLE>
<S> <C>
Bar Chart -- UPC Noninterest Income / Total Revenues
1994 21.56%
1995 25.27%
1996 26.30%
1997 29.63%
</TABLE>
[GRAPH]
<TABLE>
<S> <C>
Bar Chart -- MGR Noninterest Income / Total Revenues
1994 21.02%
1995 20.18%
1996 19.92%
1997 21.28%
</TABLE>
Historical ratios present originally reported data, 1997 includes pending
acquisitions.
15
<PAGE> 16
STRATEGIC RATIONALE
- - COMBINED BUSINESS STRENGTHS ALLOW STRONG PRODUCT OFFERINGS WITH GREATER
EFFICIENCY.
- Commercial Lending
- Mortgage Banking
- Trust Services
- Credit Cards
- - COMPLEMENTARY OPERATIONS RESULT IN COST SAVINGS AND EFFICIENCY
OPPORTUNITIES.
- Consolidation of corporate and back office operations
- Branch consolidation and reduction opportunities
- Reduce development, technology and other costs
- - STRONG ASSET QUALITY AND EQUITY BASE WOULD PERMIT AGGRESSIVE CAPITAL
MANAGEMENT OF COMBINED ORGANIZATION.
- - CREATES A HIGH PERFORMING INSTITUTION
- ROA = 1.55%, ROE = 15.88% (1988 results without synergies)
16
<PAGE> 17
ACCRETIVE TO EARNINGS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1999
---------------------
NET
INCOME EPS
----------------------
<S> <C> <C>
UNION PLANTERS CORPORATION.......... $403,000 $4.15(1)
- ---------------------------------------------------------------
MAGNA GROUP, INC.................... 109,000 2.94(1)
- ---------------------------------------------------------------
- ---------------------------------------------------------------
EXPENSE EFFICIENCIES................ $ 66,000
- ---------------------------------------------------------------
REVENUE ENHANCEMENTS................ 7,500
- ---------------------------------------------------------------
GAAP EARNINGS ON A COMBINED BASIS... $560,000 $4.20
- ---------------------------------------------------------------
ROA................................. 1.72%
- ---------------------------------------------------------------
ROE................................. 17.60
- ---------------------------------------------------------------
</TABLE>
(1) First Call estimate.
17
<PAGE> 18
RESTRUCTURING AND MERGER-RELATED COSTS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
AMOUNT
----------
<S> <C>
SEVERANCE, RETENTION & CONTRACTUAL OBLIGATIONS $34.0
- --------------------------------------------------------
EQUIPMENT, OCCUPANCY & CONVERSIONS 15.0
- --------------------------------------------------------
OTHER 37.0
- --------------------------------------------------------
TOTAL $86.0
==========
</TABLE>
18
<PAGE> 19
CREATING A PREMIER BANKING FRANCHISE
The Merger of Union Planters Corporation and Magna Group, Inc. provides the
shareholders of the Combined Company with a transaction which:
[MAP]
Map of the United States showing the states where UPC and MGR will have
locations
- - Is Accretive to Earning Per Share;
- - Creates a Unique Strategic Franchise.
19
