<PAGE> 1
As filed with the Securities and Exchange Commission January 26, 1999.
File No. 333-67591
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
UNION PLANTERS CORPORATION
(Exact Name of Issuer as Specified in its Charter)
<TABLE>
<S> <C>
TENNESSEE 62-0859007
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6596
(Address, including zip code, and telephone number of Principal
Executive Offices)
READY STATE BANK 1998 STOCK OPTION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
E. JAMES HOUSE, JR. COPY TO:
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT MICHAEL L. STEVENS
UNION PLANTERS CORPORATION ALSTON & BIRD LLP
7130 GOODLETT FARMS PARKWAY ONE ATLANTIC CENTER
MEMPHIS, TENNESSEE 38018 1201 WEST PEACHTREE STREET, NW
(901) 580-6596 ATLANTA, GEORGIA 30309-3424
(Name and address of agent for service) (404) 881-7970
</TABLE>
<PAGE> 2
-------------------------------
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement
on Form S-8 filed by Union Planters Corporation (the "Registrant") relates to
17,316 shares of the Registrant's common stock, par value $5.00 per share (and
associated Preferred Share Rights), which were previously registered on the
Registrant's Registration Statement on Form S-4 (File No. 333-67591) and are
being transferred to this Registration Statement on Form S-8.
-------------------------------
<PAGE> 3
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to E. James House, Jr., Secretary and Manager of the Legal Department,
at (901) 580-6596.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Union Planters Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (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);
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998 (which includes
restated consolidated financial statements of Union Planters and related
management's discussion and analysis of financial condition and results of
operations of Union Planters, giving effect to the significant acquisitions
Union Planters has consummated since December 31, 1997);
(c) The Registrant's Current Reports on Form 8-K dated January 15,
1998, February 22, 1998, April 16, 1998, July 10, 1998, July 16, 1998, September
1, 1998, September 8, 1998, October 15, 1998, October 16, 1998, and January 21,
1999;
(d) 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 16, 1998;
(e) The Registrant's Registration Statement on Form 8-A dated January
21, 1999 (File No. 1-10160), in connection with the Registrant's designation and
authorization of its Series F Preferred Stock; and
(f) 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.
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
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<PAGE> 4
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date 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.
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.
Indemnification of corporate directors and officers is governed 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, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) actually and necessarily incurred by him in connection with any
threatened or pending suit or proceeding or any appeal thereof (other than an
action by or in the right of the corporation), whether civil or criminal, 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 as a director or officer,
employee or agent of another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee corporation may indemnify a
director or officer thereof in a suit by or in the right
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<PAGE> 5
of the corporation against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of such
suit unless such director or officer did not act in good faith or with the
degree of diligence, care and skill which ordinary prudent men exercise under
similar circumstances and in like positions.
A person who has been wholly successful, on the merits or otherwise, in
the defense of any of the foregoing types of suits or proceedings is entitled to
indemnification for the foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified 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) the Board of Directors based upon the written opinion
of independent legal counsel to such effect, or (iii) a vote to the
shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, 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;
(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 this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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 being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE> 6
(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
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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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 21st day of
January, 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 as of the 21st day of January, 1999 in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ BENJAMIN W. RAWLINS, JR. Chairman of the Board, Chief Executive January 21, 1999
- ------------------------------- Officer, Director
Benjamin W. Rawlins, Jr. (Principal Executive Officer)
/s/ JOHN W. PARKER Executive Vice President and
- ------------------------------- Chief Financial Officer January 21, 1999
John W. Parker (Principal Financial Officer)
/s/ M. KIRK WALTERS Senior Vice President, Treasurer
- ------------------------------- and Chief Accounting Officer January 21, 1999
M. Kirk Walters
/s/ ALBERT M. AUSTIN Director January 21, 1999
- -------------------------------
Albert M. Austin
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ MARVIN E. BRUCE Director January 21, 1999
- -------------------------------
Marvin E. Bruce
Director
- -------------------------------
George W. Bryan
/s/ JAMES E. HARWOOD Director January 21, 1999
- -------------------------------
James E. Harwood
/s/ C. E. HEILINGENSTEIN Director January 21, 1999
- -------------------------------
C. E. Heiligenstein
/s/ CARL G. HOGAN, SR. Director January 21, 1999
- -------------------------------
Carl G. Hogan, Sr.
/s/ S. LEE KLING Director January 21, 1999
- -------------------------------
S. Lee Kling
/s/ PARNELL S. LEWIS, JR. Director January 21, 1999
- -------------------------------
Parnell S. Lewis, Jr.
/s/ C. J. LOWRANCE, III Director January 21, 1999
- -------------------------------
C. J. Lowrance, III
/s/ JACKSON W. MOORE President, Chief Operating Officer January 21, 1999
- ------------------------------- and Director
Jackson W. Moore
/s/ STANLEY D. OVERTON Director January 21, 1999
- -------------------------------
Stanley D. Overton
Director
- -------------------------------
Dr. V. Lane Rawlins
/s/ DONALD F. SCHUPPE Director January 21, 1999
- -------------------------------
Donald F. Schuppe
/s/ DAVID M. THOMAS Director January 21, 1999
- -------------------------------
David M. Thomas
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ RICHARD A. TRIPPEER, JR. Director January 21, 1999
- -------------------------------
Richard A. Trippeer, Jr.
/s/ SPENCE L. WILSON Director January 21, 1999
- -------------------------------
Spence L. Wilson
</TABLE>
<PAGE> 10
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Restated Charter of Union Planters Corporation, as amended.
(Incorporated by reference to Exhibit 3 to the
Registrant's Registration Statement on Form 8-A
dated January 21, 1999 (File No. 1-10160).)
4.2 Amended and Restated Bylaws of Union Planters
Corporation. (Incorporated by reference to Exhibit
3(d) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996
(File No. 1-10160).)
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 E. James House, Jr., Secretary and
Manager of the Legal Department of Union Planters
Corporation (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Union Planters Corporation]
January 22, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 17,316 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 Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8 (the
"Registration Statement") for filing with the Securities and Exchange Commission
in respect to not more than 17,316 shares of UPC's Common Stock, $5.00 par value
per share, ("UPC Common Stock") which may be issued by UPC pursuant to The Ready
State Bank 1998 Stock Options.
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
2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Plans will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
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 expressed no opinion with respect to the laws other than those of
the State of Tennessee and of the United States of America.
<PAGE> 2
(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
By: /s/ E. JAMES HOUSE, JR.
----------------------------
E. James House, Jr.
Manager, Legal Division
<PAGE> 1
EXHIBIT 23.2
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 October
15, 1998, which appears on page B-2 of Exhibit 99.1 in the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998 of Union Planters
Corporation.
/s/ PRICEWATERHOUSECOOPERS LLP
Memphis, Tennessee
January 21, 1999
