<PAGE> 1
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
January 21, 1999 (January 21, 1999)
------------------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
- ------------------------ ---------------- --------------------
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
---------------
Not Applicable
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
YEAR END EARNINGS RELEASE
On January 21, 1999, Union Planters Corporation announced operating
results for the three and twelve months ended December 31, 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 January 21,
1999, announcing operating results for the three and twelve
months ended December 31, 1998
2
<PAGE> 3
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
Date: January 21, 1999 /s/ M. Kirk Walters
--------------------------- -----------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
3
<PAGE> 1
EXHIBIT 99(A)
Union Planters Corporation Press Release
dated January 21, 1999, announcing operating results for
the three and twelve months ended December 31, 1998
<PAGE> 2
January 21, 1999
UNION PLANTERS REPORTS 1998 RESULTS
Memphis, Tennessee - Union Planters Corporation (NYSE: UPC) announced
today 1998 annual net earnings of $225.6 million, or $1.58 per diluted share,
compared to $339.8 million, or $2.47 per diluted share a year ago. For the
fourth quarter of 1998, net earnings were $27.6 million, or $.19 per diluted
share, compared to $40.1 million, or $.29 per diluted share in the fourth
quarter 1997.
The reported results reflect the acquisition of 18 financial
institutions in 1998 including Ready State Bank in Hialeah, Florida; Southeast
Bancorp, Inc. in Corbin, Kentucky; FSB, Inc. in Covington, Tennessee; and
LaPlace Bancshares, Inc. in LaPlace, Louisiana acquired on December 31, 1998.
See the attached Summary of 1998 Acquisitions for a complete listing. The 1998
acquisitions increased total assets from $18.1 billion to $31.7 billion, making
Union Planters one of the 30 largest bank holding companies in the United
States. The largest acquisitions during the year were Magna Group, Inc., a bank
holding company headquartered in St. Louis, Missouri with total assets of
approximately $7.7 billion, and Peoples First Corporation, a bank holding
company headquartered in Paducah, Kentucky with total assets of $1.4 billion.
Results for both 1998 and 1997 have been restated to reflect pooling of
interests accounting for the acquired institutions.
Earnings for the fourth quarter and the year were significantly
impacted by asset sales; charges, including provisions for losses on loans,
attributable to acquired entities; and bank charter consolidation expenses. See
attached Summary of Operating Results for details.
<PAGE> 3
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer said,
"1998 was our busiest year yet for acquisitions as industry consolidation
continues at a very rapid pace. Our footprint now extends into twelve states
which represent a very healthy section of the country. Our reported net income
does not begin to reflect the core earnings and earnings potential of our
markets. We are truly in a transition period and are handling the challenges of
integrating all of the recently acquired banks into our Corporation. Not only
will future earnings benefit significantly from operating efficiencies, but we
are continuing to spend money to develop our sales culture and loan platform
for future growth. We have been an acquirer of banks for over ten years and
have an excellent track record of achieving good profitability levels within an
18 to 24 month period following the acquisition. Last year all of our older
banks performed very well and we expect our recently acquired banks to be
operating at strong levels later this year and next."
Net interest income for the year was $1.21 billion compared to $1.20
billion in 1997. Average earning assets increased $1.44 billion in 1998
compared to 1997 and the net interest margin was 4.40%, compared to 4.57% in
1997. Average loans, excluding FHA/VA government-insured/guaranteed loans, for
the year were $19.5 billion, an increase of 5.7%.
The provision for losses on loans for the year was $204.1 million
compared to $153.1 million for 1997. Net charge-offs for the year were $186.3
million compared to $116.3 million for 1997. "Both our loan loss provision and
net charge-offs should come down significantly next year. Approximately 80% of
our net charge-offs for 1998 related to our credit card portfolio, which has
been sold, and our recently acquired banks. We asked each of our new banks to
adopt a more aggressive
<PAGE> 4
policy of dealing with problem credits and to maintain compliance with our
charge-off policies. Our older banks had very respectable net charge-offs of
only 35 basis points in 1998 and we would expect that to be the norm for the
newer banks going forward," said Jack W. Parker, Chief Financial Officer.
At December 31, 1998, the allowance for losses on loans was $321.5
million, or 1.71% of loans and 206% of nonperforming loans. Nonperforming
assets at year end were $182.6 million, or .97% of loans and foreclosed
properties. This compares to $191.1 million, or 1.01% of loans and foreclosed
properties at December 31, 1997.
Noninterest income for 1998 excluding investment securities gains or
losses was $577.8 million compared to $465.9 million a year ago. Noninterest
income in 1998 included a $70.1 million net gain on the sale of the credit card
portfolio in the fourth quarter, a $19.6 gain from the securitization of FHA/VA
loans in the second quarter, and other gains on asset disposals of $9.6
million.
Noninterest expense for 1998 was $1.2 billion compared to $1.0 billion
for 1997. Both years were impacted by various charges. For 1998 these included
losses on asset disposals of $10.8 million, merger and other charges related to
previously acquired entities of $165.3 million, expenses related to charter
consolidation and ongoing integration of operations of $17.0 million, charges
related to employee benefit plan changes of $11.1 million, and other net
charges of $855,000.
Union Planters Corporation ended the year with total assets of $31.7
billion, total loans of $19.6 billion, and total deposits of $24.9 billion.
Shareholders' equity at December 31, 1998 was $3.0 billion and the
shareholders' equity to total assets and leverage ratios were 9.42% and 8.86%,
respectively.
<PAGE> 5
"We have one of the best equity capital bases of any bank in the
country," said Benjamin W. Rawlins, Jr.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 1,034 ATMs and 810 banking offices in
Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana,
Mississippi, Missouri, Tennessee, and Texas. 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.
To the extent that statements in this report relate to the plans,
objectives, or future performance of Union Planters, these statements are
deemed to be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
management's current expectations and the current economic environment. Union
Planters' actual strategies and results in future periods may differ materially
from those currently expected due to various risks and uncertainties. A
discussion of factors affecting Union Planters' business and prospects is
contained in the Corporation's periodic filings with the Securities and
Exchange Commission.
-O0O-
FOR ADDITIONAL INFORMATION:
FINANCIAL CONTACT
JACK W. PARKER
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(901) 580-6781
MEDIA CONTACT
TOM WOODBERY
VICE PRESIDENT
(901) 580-6630
[TWO PAGE FINANCIAL ATTACHMENT FOLLOWS]
<PAGE> 6
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 293,940 $ 306,539 $ 1,207,233 $ 1,199,899
Taxable-equivalent basis 306,712 314,249 1,244,534 1,228,671
Provision for losses on loans 76,584 47,033 204,056 153,100
Noninterest income
Investment securities gains (losses) 6,021 363 (9,074) 4,888
Other 191,771 121,045 577,833 465,863
Noninterest expense 362,057 319,409 1,200,014 1,001,701
Earnings before income taxes 53,091 61,505 371,922 515,849
Applicable income taxes 25,500 21,385 146,316 176,014
NET EARNINGS 27,591 40,120 225,606 339,835
NET EARNINGS APPLICABLE TO COMMON SHARES 27,121 39,014 223,532 334,893
- ----------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Net earnings
- basic $ .19 $ .29 $ 1.61 $ 2.53
- diluted .19 .29 1.58 2.47
Cash dividends .50 .40 2.00 1.495
Book value 20.86 21.77
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $18,816,915 $18,970,976
Allowance for losses on loans 321,476 324,474
Nonperforming assets
Nonaccrual loans 150,378 138,896
Restructured loans 5,612 15,250
Foreclosed properties 26,607 36,976
Loans 90 days past due 48,626 51,128
FHA/VA government-insured/guaranteed loans 759,911 1,331,993
Nonaccrual 9,232 14,933
90 days past due 355,124 517,124
Available for sale investment securities
Amortized cost 8,208,570 6,328,723
Fair value 8,301,703 6,414,197
Unrealized gain, net of taxes 57,245 52,964
Total assets 31,691,953 29,974,463
Total deposits 24,896,455 22,875,879
Total shareholders' equity 2,984,078 2,874,473
Total common equity 2,960,725 2,819,764
Tier 1 capital 2,746,285 2,847,324
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVERAGE BALANCES
Loans, excluding FHA/VA government-
insured/guaranteed loans $19,389,417 $19,171,979 $19,539,852 $18,492,506
FHA/VA government-insured/
guaranteed loans 761,455 1,354,078 958,921 1,500,120
Investment securities 8,032,049 6,255,509 7,217,180 6,274,386
Earning assets 28,703,013 27,380,726 28,302,836 26,875,679
Total assets 31,388,245 29,797,348 30,744,326 29,188,805
Total deposits 24,530,709 22,673,488 23,583,305 22,223,714
Interest-bearing liabilities 23,816,423 22,566,707 23,507,819 22,436,842
Demand deposits 3,854,463 3,544,418 3,594,978 3,328,821
Shareholders' equity 2,965,740 2,848,888 2,931,703 2,755,209
Common equity 2,941,472 2,792,141 2,899,372 2,689,021
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER SUPPLEMENTAL INFORMATION
Return on average assets .35% .53% .73% 1.16%
Return on average common equity 3.66 5.54 7.71 12.45
Allowance for losses on loans to loans (1) 1.71 1.71
Nonperforming loans to loans (1) .83 .81
Nonperforming assets to loans and
foreclosed properties (1) .97 1.01
Net charge-offs of loans $ 80,625 $ 31,029 $ 186,281 $ 116,250
Net charge-offs as a percentage of
average loans (1) 1.65% .64% .95% .63%
Common shares outstanding (end of
period, in thousands) 141,925 134,532
Weighted average shares outstanding
(in thousands)
Basic 141,311 134,660 139,034 132,451
Diluted 142,803 138,087 142,693 138,220
Yield on earning assets (taxable-equivalent
basis) 8.05% 8.51% 8.31% 8.53%
Rate on interest-bearing liabilities 4.59 4.80 4.71 4.74
Interest rate spread (taxable-equivalent
basis) 3.46 3.71 3.60 3.79
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.24 4.55 4.40 4.57
Shareholders' equity to total assets 9.42 9.59
Leverage ratio 8.86 9.62
</TABLE>
(1) Excludes FHA/VA government-insured/guaranteed loans
- --------------------------------------------------------------------------------
<PAGE> 8
UNION PLANTERS CORPORATION
SUMMARY OF OPERATING RESULTS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRETAX EARNINGS BEFORE PROVISIONS FOR LOSSES
ON LOANS AND SIGNIFICANT ITEMS $ 147,146 $ 167,553 $ 690,809 $ 716,903
PROVISION FOR LOSSES ON LOANS (76,584) (47,033) (204,056) (153,100)
--------- --------- --------- ---------
PRETAX EARNINGS BEFORE SIGNIFICANT ITEMS 70,562 120,520 486,753 563,803
SIGNIFICANT ITEMS (PRETAX):
Net gains from disposal/sale of assets (including
investment securities gains and losses) 66,670 363 79,367 21,178
Merger-related charges and other charges
related to previously acquired banks (61,587) (42,748) (165,263) (48,112)
Charter consolidation and other charges related
to ongoing integration of operations (8,935) (16,630) (16,990) (16,742)
Charges related to employee benefit plan changes (11,090) -- (11,090) --
Other miscellaneous charges, net (2,529) -- (855) (4,278)
--------- --------- --------- ---------
TOTAL SIGNIFICANT ITEMS (17,471) (59,015) (114,831) (47,954)
--------- --------- --------- ---------
PRETAX EARNINGS BEFORE INCOME TAXES 53,091 61,505 371,922 515,849
APPLICABLE INCOME TAXES (25,500) (21,385) (146,316) (176,014)
--------- --------- --------- ---------
NET EARNINGS $ 27,591 $ 40,120 $ 225,606 $ 339,835
--------- --------- --------- ---------
</TABLE>
<PAGE> 9
UNION PLANTERS CORPORATION
SUMMARY OF 1998 ACQUISITIONS
<TABLE>
<CAPTION>
DATE METHOD OF
INSTITUTION ACQUIRED ACCOUNTING TOTAL ASSETS
- -------------------------------------------- ---------------- ----------------- ----------------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Sho-Me Financial Corporation 1/1/98 Purchase $ 374
Springfield, Missouri
Security Bancshares, Inc. 4/1/98 Pooling of 146
Des Arc, Arkansas Interests
Magna Group, Inc. 7/1/98 Pooling of 7,683
St. Louis, Missouri Interests
Peoples First Corporation 7/1/98 Pooling of 1,427
Paducah, Kentucky Interests
Merchants Bancshares, Inc. 7/31/98 Pooling of 565
Houston, Texas Interests
CB&T, Inc. 7/7/98 Pooling of 278
McMinnville, Tennessee Interests
Capital Savings Bancorp, Inc. 7/8/98 Pooling of 207
Jefferson City, Missouri Interests
First National Bancshares of
Wetumpka, Inc. 7/31/98 Pooling of 202
Wetumpka, Alabama Interests
Alvin Bancshares, Inc. 8/1/98 Pooling of 117
Alvin, Texas Interests
First Community Bancshares, Inc. 8/5/98 Pooling of 39
Middleton, Tennessee Interests
Duck Hill Bank 8/1/98 Purchase 21
Duck Hill, Mississippi
AMBANC Corporation 8/31/98 Pooling of 731
Vincennes, Indiana Interests
Transflorida Bank 8/31/98 Pooling of 334
Boca Raton, Florida Interests
Purchase of 24 branches and
assumption of $1.5 billion of
deposits of California Federal
Bank in Florida 9/11/98 Purchase 1,389
Ready State Bank 12/31/98 Pooling of 595
Hialeah, Florida interests
Southeast Bancorp, Inc. 12/31/98 Pooling of 335
Corbin, Kentucky interests
FBS, Inc. 12/31/98 Pooling of 145
Covington, Tennessee interests
La Place Bancshares, Inc. 12/31/98 Pooling of 70
La Place, Louisiana interests
-------
TOTAL $14,658
=======
</TABLE>
