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As filed with the Securities and Exchange Commission on April 16, 1999
Registration No. _____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 62-0859007
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
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(Address, including ZIP code, of registrant's principal executive offices)
Union Planters Corporation 1992 Stock Incentive Plan
AS AMENDED OCTOBER 17, 1996 AND FEBRUARY 18, 1999
(Full title of the plan)
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, KY 40202
(901) 580-6596 (502) 562-7292
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(Name, address and telephone number, including area
code, of agent for service)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of securities Amount to Be maximum offering maximum aggregate Amount
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
Common Stock, 11,400,000 $45.065<F2> $513,712,500.00<F2> $142,812.08<F2>
$5.00 par value (and
associated preferred
share purchase
rights)<F1>
</TABLE>
<F1> Includes preferred share purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced separately
from the Common Stock. The Common Stock registered hereby will be adjusted to
reflect stock splits, stock dividends or similar transactions pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities Act")
without the need for any post-effective amendment.
<F2> Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $45.065 per
share, the average sale price of the Common Stock in the consolidated reporting
system on April 14, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement is for the registration of additional shares of
Common Stock (and associated preferred share purchase rights) for issuance under
the Union Planters Corporation 1992 Stock Incentive Plan as amended October 17,
1996 and February 18, 1999 (the "Plan"). These securities are in addition to the
securities registered on the Registration Statement on Form S-8 (SEC No.
033-53454) previously filed by the Registrant on October 19, 1992, and as to
which a filing fee of $9,125.00 was paid. At that time, 1,600,000 shares of
Common Stock were registered for issuance under the Plan. An additional
4,400,000 shares of Common Stock were authorized for issuance under the Plan as
amended October 17, 1996, and an additional 7,000,000 shares of Common Stock
were authorized for issuance under the Plan as amended February 18, 1999; these
additional shares represent, in the aggregate, the 11,400,000 shares of Common
Stock being registered hereby. Therefore, pursuant to General Instruction E on
Form S-8, the contents of the earlier registration statement relating to the
Plan (SEC No. 033-53454) are incorporated by reference into this Registration
Statement, subject to the following.
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, 1998 (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 Current Reports on Form 8-K dated January 21,
1999 (filed January 22, 1999) and dated April 15, 1999 (filed April 15, 1999);
3. 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 held on April 15, 1999;
4. 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; and
5. The description of the Registrant's Preferred Share Purchase
Rights set forth in the Registrant's Registration Statement on Form 8-A dated
and filed January 22, 1999 (SEC File No. 001-10160).
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
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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.
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.
He is eligible to participate in the Plan.
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.
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Indemnification of corporate directors and officers is
addressed 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, penalties, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him in connection
with any threatened, pending or completed action, suit or proceeding or any
appeal thereof (other than an action by or in the right of the corporation),
whether civil, criminal, administrative or investigative and whether formal or
informal, to which he was, is or is threatened to be made a named defendant or
respondent 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, while a
director or officer of the corporation, as a director, officer, employee,
partner, trustee or agent of another corporation or other enterprise of any type
or kind, domestic or foreign, if such director or officer acted in good faith
for a purpose which he reasonably believed, if acting in his official capacity,
to be in the best interest of the corporation, and if not acting in his official
capacity, such director or officer acted in good faith for a purpose which he
reasonably believed at least not to be opposed to the best interests of the
corporation, and, with respect to criminal actions, suits or proceedings only,
such director or officer, in addition, had no reasonable cause to believe that
his conduct was unlawful; provided, however, such director or officer is not
entitled to indemnification for any such action, suit or proceeding charging
improper personal benefit to the director or officer, regardless whether he was
acting in his official capacity, in which the director or officer was adjudged
liable on the basis that personal benefit was improperly received by him. A
Tennessee corporation may indemnify a director or officer thereof in an action,
suit or proceeding by or in the right of the corporation against amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred as a
result of such suit unless such director or officer is adjudged liable to the
corporation in such suit.
A director or officer who has been wholly successful, on the
merits or otherwise, in the defense of any threatened, pending or completed
action, suit or proceeding or any appeal thereof, whether civil, criminal,
administrative or investigative and whether formal or informal, to which he was
made a named defendant or respondent 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, while a director or officer of the corporation, as a director,
officer, employee, partner, trustee or agent of another corporation or other
enterprise of any type or kind, domestic or foreign, is entitled to
indemnification from the corporation against reasonable expenses incurred by him
in connection with such action, suit or proceeding. A person who has not been
wholly successful in any such action, suit or proceeding may be indemnified
pursuant to the Act only upon 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) if a
disinterested quorum of the Board of Directors cannot be obtained, by a majority
vote of a committee duly designated by the Board of Directors, consisting solely
of two or more disinterested directors, (iii) independent special legal counsel
selected by the Board of Directors or a duly designated committee thereof
pursuant to the statutory requirements of the Act, or (iv) a vote of
disinterested shareholders. Subject to the prohibitions on indemnification
discussed above, the provisions of the Act are not exclusive generally.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS
See Exhibit Index on page 9, 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.
(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
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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.
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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 15th day of
April, 1999.
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 on the dates and in the capacities indicated.
NAME CAPACITY DATE
/S/ BENJAMIN W. RAWLINS, JR. Chairman of the Board, April 15, 1999
Benjamin W. Rawlins, Jr. Chief Executive Officer and
Director (Principal
Executive Officer)
/S/ JOHN W. PARKER Executive Vice President April 15, 1999
John W. Parker Chief Financial
Officer (Principal
Financial Officer)
/S/ M. KIRK WALTERS Senior Vice President, April 15, 1999
M. Kirk Walters Treasurer and Chief
Accounting Officer
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/S/ ALBERT M. AUSTIN Director April 15, 1999
Albert M. Austin
/S/ GEORGE W. BRYAN Director April 15, 1999
George W. Bryan
/S/ JAMES E. HARWOOD Director April 15, 1999
James E. Harwood
/S/ C.E. HEILIGENSTEIN Director April 15, 1999
C.E. Heiligenstein
/S/ C.G. HOGAN Director April 15, 1999
C.G. Hogan
/S/ S. LEE KLING Director April 15, 1999
S. Lee Kling
/S/ PARNELL S. LEWIS, JR. Director April 15, 1999
Parnell S. Lewis, Jr.
/S/ C.J. LOWRANCE, III Director April 15, 1999
C.J. Lowrance, III
/S/ JACKSON W. MOORE President, Chief Operating April 15, 1999
Jackson W. Moore Officer and Director
/S/ V. LANE RAWLINS Director April 15, 1999
V. Lane Rawlins
/S/ DONALD F. SCHUPPE Director April 15, 1999
Donald F. Schuppe
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/S/ DAVID M. THOMAS Director April 15, 1999
David M. Thomas
/S/ RICHARD A. TRIPPEER, JR. Director April 15, 1999
Richard A. Trippeer, Jr.
/S/ SPENCE L. WILSON Director April 15, 1999
Spence L. Wilson
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EXHIBIT INDEX
4.1 Amended and Restated Charter of Union Planters Corporation.
(Incorporated by reference to Exhibit 3 to the Registrant's
Registration Statement on Form 8-A dated and filed January 22,
1999 (SEC File No. 001-10160).)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (SEC File No. 000-06919).)
4.3 Rights Agreement, dated January 19, 1999, by and between Union
Planters Corporation and Union Planters National Bank.
(Incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form 8-A dated and filed January 22,
1999 (SEC File No. 001-10160).)
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.
23.2 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).
24.1 Power of Attorney included on Signature Page.
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Exhibit 5.1
[Letterhead of Union Planters Corporation]
April 15, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 11,400,000 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 11,400,000
shares of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock")
which may be issued by UPC pursuant to the Union Planters Corporation 1992 Stock
Incentive Plan as amended October 17, 1996 and February 18, 1999 (the "Plan").
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
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Page 2
April 15, 1999
2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Plan will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
3. 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 expresses no opinion with respect to the effect of any 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
/S/ E. JAMES HOUSE, JR.
E. James House, Jr.
Manager, Legal Division
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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
21, 1999, except as to Note 2 which is as of March 5, 1999, which appears on
page 37 of Union Planters Corporation's 1998 Annual Report to Shareholders,
which is incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 1998.
/S/ PricewaterhouseCoopers LLP
Memphis, Tennessee
April 15, 1999
