<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[x] Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the fiscal year ended December 31, 1998
-----------------
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required).
For the transition period from ________________ to __________________
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 383-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1998 annexed as Exhibit
A hereto are hereby incorporated by reference herein, and are included as a part
of this Annual Report.
Additional Exhibit:
23 Consent of PricewaterhouseCoopers LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan's Administrative Committee has duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 17, 1999
By: /s/ Emmett J. House
-----------------------------------------------
Emmett J. House, a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
-----------------------------------------------
M. Kirk Walters, a Co-Administrator of the Plan
By: /s/ John W. Parker
-----------------------------------------------
John W. Parker, a Co-Administrator of the Plan
<PAGE> 3
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1998 AND 1997
<PAGE> 4
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
================================================================================
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants.............................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits............................2
Statements of Changes in Net Assets Available for Benefits.................3
Notes to Financial Statements...........................................4-15
ADDITIONAL INFORMATION*
Schedule of Investments at December 31, 1998..............................16
Schedule of Reportable Transactions for the Year Ended
December 31, 1998........................................................17
</TABLE>
*All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
<PAGE> 5
[PRICEWATERHOUSECOOPERS LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of investments
and reportable transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/S/ PRICEWATERHOUSECOOPERS LLP
June 2, 1999
<PAGE> 6
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 6,328,152 $ 5,559,366
Common stock 62,820,549 91,618,540
Equity common trust funds 48,332,558 39,913,366
Fixed income common trust funds 26,058,669 20,797,149
Notes receivable from participants 648,637 908,055
------------ ------------
Total investments (cost $91,441,580 and $74,165,005
at December 31, 1998 and December 31, 1997,
respectively) 144,188,565 158,796,476
Cash 1,610,042 20,314
Due from brokers -- 281,662
Accrued interest and dividends receivable -- 33
Contributions receivable
Employer -- 30,413
------------ ------------
Total assets 145,798,607 159,128,898
------------ ------------
LIABILITIES
Due to brokers 2,072,347 137,551
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $143,726,260 $158,991,347
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 7
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 3,103,293 $ 2,457,197
Net realized gain (loss) on sale of investments (2,509,789) 3,983,966
Net change in unrealized appreciation (depreciation)
in the fair value of investments (20,805,102) 41,563,339
------------- -------------
Net investment income (loss) (20,211,598) 48,004,502
------------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 11,206,548 7,941,918
Employer contributions 5,163,038 3,703,225
Rollovers of assets (Note 7)
Cash 1,129,254 138,911
Common stock of Union Planters Corporation 527,888 459,105
------------- -------------
Total contributions and rollovers 18,026,728 12,243,159
------------- -------------
OTHER RECEIPTS 7,255 60,739
------------- -------------
Total additions (deductions) (2,177,615) 60,308,400
DISBURSEMENTS
Payments to participants (18,856,099) (30,091,507)
Other (3,250) (41,719)
------------- -------------
Net increase (decrease) in net assets available for
benefits (21,036,964) 30,175,174
Mergers of other plans (Note 1) 5,771,877 38,818,482
Net assets available for benefits at beginning of year 158,991,347 89,997,691
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 143,726,260 $ 158,991,347
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 8
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation
(the "Corporation") 401(k) Retirement Savings Plan (the "Plan") are
prepared using the accrual basis of accounting.
BASIS OF PRESENTATION
During the year ended December 31, 1998, various plans of the
Corporation's subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
DATE AT MERGER DATE
---- --------------
<S> <C> <C>
Alvin State Bank 401(k) Plan December 11, 1998 $ 901,798
Acadian Bank 401(k) Plan February 27, 1998 147,797
City Bank & Trust 401(k) Plan July 8, 1998 3,790,355
Merchants and Farmers Bank 401(k) Plan September 16, 1998 931,927
----------
$5,771,877
==========
</TABLE>
During the year ended December 31, 1997, various plans of the
Corporation's subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
DATE AT MERGER DATE
---- --------------
<S> <C> <C>
Leader Federal Bank for Savings Thrift Incentive Plan January 1, 1997 $33,176,492
Magnolia Federal Bank 401(k) Plan October 31, 1997 5,641,990
-----------
$38,818,482
===========
</TABLE>
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for
investments in common trust funds represents the estimated fair value
as determined in good faith by the trustees of the funds. Many factors
are considered in arriving at fair value; however, the realization
value is the primary factor. The Plan recognizes realized gains and
losses using the revalued cost method whereby realized gains and losses
are calculated on sales proceeds less current value at the beginning of
the year or acquisition cost if acquired during the year. Unrealized
gains and losses are calculated as the current value of the investment
held at the end of the year less the current value at the beginning of
the year or acquisition cost if acquired during the year. Purchases and
sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis.
4
<PAGE> 9
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DISTRIBUTIONS PAYABLE
In accordance with the American Institute of Certified Public
Accountants Audit and Accounting Guide, Audits of Employee Benefit
Plans, dated May 1, 1998, benefit payments payable to terminated
participants totaling $6,169,626 and $4,655,720 at December 31, 1998
and 1997, respectively, have not been included as liabilities in the
accompanying statements of net assets available for benefits.
Additionally, the allocation by fund for such amounts is not available.
Beginning with the Plan year ended December 31, 1995, the option to
defer payment of benefits was offered to terminating participants. The
following summarizes, by fund, the amount of deferred benefits
allocated to participants but not yet distributed at December 31, 1998
and 1997:
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1998 1997
---------------- ----------- -----------
<S> <C> <C>
Money Market $ 114,478 $ 165,906
Fixed Income 311,366 278,358
Balanced 1,217,367 1,690,835
Equity 1,576,087 780,915
Common Stock 5,379,245 7,434,767
----------- -----------
$ 8,598,543 $10,350,781
=========== ===========
</TABLE>
2. PLAN DESCRIPTION
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1, 1986 to maintain
compliance with certain legislative requirements which had been
revised. Effective January 1, 1989, the Union Planters Corporation
Thrift and Savings Plan was converted into the Union Planters
Corporation 401(k) Retirement Savings Plan. In July 1994, the Plan was
amended to permit each participant in the Plan to elect among five
investment fund options, including shares of Union Planters Corporation
Common Stock having a par value of $5.00 per share, commencing December
1, 1994. Before this amendment, the participants were permitted no such
investment choices under the Plan. Accordingly, on December 1, 1994,
certain investments held by the Plan were transferred at fair value to
certain common trust funds managed by Union Planters Bank, National
Association, a wholly-owned subsidiary of the Corporation, in exchange
for equivalent value interests in the common trust funds.
5
<PAGE> 10
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
The Plan is a defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan
is administered by the Administrative Committee of the Plan (the
"Committee") composed of certain Corporation affiliated members
appointed by the Corporation's Board of Directors (the "Board"). In
1986, the Board appointed Union Planters Bank, National Association, as
Trustee of the Plan. The Trustee receives all contributions and pays
benefits in accordance with instructions given by the Committee. The
Plan sponsor is the Corporation.
The Plan is available to all employees of the Corporation and its
participating subsidiaries who complete one year of service and work
1,000 or more hours per year. Participation may be elected by the
employee the first day of any month following the satisfaction of the
eligibility requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary up
to $160,000 or Base Pay if Base Pay is greater than $160,000. The
maximum contribution allowable by law was $10,000 and $9,500 for the
years ended December 31, 1998 and December 31, 1997, respectively. The
amount is typically increased each year based on the cost of living
index. This contribution is made through pretax payroll deductions and
is matched by the Corporation up to 6% of compensation based on a
percentage determined by the employee's length of service as follows:
50% for employees with up to 10 years of participating service, 75% for
employees with 10 to 25 years of participating service and 100% for
employees with 25 or more years of participating service. The matching
percentage for employees who have participated in the Plan since its
inception is determined based on their years of total service rather
than their participating service.
The employee may also elect a rollover contribution which is not
matched by the Corporation. An employee receiving a lump sum
distribution from a qualified retirement plan may choose to invest all
or part of that distribution in the Plan. Participation in the Member
Basic Contribution in prior periods is not required to make a rollover
contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount
to the Plan. No such additional contributions were made during the
years ended December 31, 1998 or 1997.
VESTING
Plan participants are 100% vested in their contributions, including
earnings through the most recent Plan year-end. Earnings become vested
interests in the Plan quarterly. Any non-vested earnings accruing
during the year in which an employee terminates are forfeited by the
employee. Additionally, vesting in Corporation contributions and
related earnings commences after five years of participating service
with 100% vesting. Total vesting also occurs upon total disability,
death, retirement or other events as defined by the Plan. As of each
Plan year-end, any amounts which have been forfeited during the Plan
year are first made available to reinstate previously forfeited
balances
6
<PAGE> 11
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
of former participants. Remaining forfeitures, if any, are allocated at
the sole discretion of the Corporation. Upon retirement, total
disability or death, participants or their beneficiaries become
eligible for distribution within 60 days following the Plan year-end.
Upon termination, participants become eligible for distribution within
60 days following the end of the month of such termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for
purposes of purchasing a primary residence or for post-secondary
education of an immediate family member.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the
right under the terms of the Plan to discontinue its contributions and
terminate the Plan subject to the provisions of ERISA. In such event,
Plan participants would become 100% vested in all contributions and
earnings.
OTHER
All necessary expenses of the Plan may be paid by the Plan; however,
the Corporation has customarily paid these expenses and presently
intends to continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following five investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities.
Typically, these investments are U.S. Treasury Bills and short-term
U.S. Treasury notes maturing in six months or less.
Fixed Income Option - Participant directed funds are primarily invested
in the Employee Benefit Trust's Fixed Income Fund of Union Planters
Bank, National Association and the Westport Bank & Trust Company
Managed Guaranteed Investment Contract Fund. These funds invest in a
wide range of high-quality, intermediate-term bonds and investment
contracts. Issuers include the U.S. Government, U.S. Government
agencies and well-known corporations, banks and insurance companies.
Balanced Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Equity Fund of Union Planters Bank,
National Association and the Employee Benefit Trust's Fixed Income Fund
of Union Planters Bank, National Association which provide a balanced
portfolio of bonds and stocks. This option has a long-term goal of
investing 60% in fixed income securities and 40% in equity securities.
Equity Option - Participant directed funds are invested in the Employee
Benefit Trust's Equity Fund of Union Planters Bank, National
Association which invests in a broad mix of growth and income-oriented
stocks and mutual funds, including securities from international and
global markets.
7
<PAGE> 12
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
2. PLAN DESCRIPTION (CONTINUED)
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
If a participant does not make a timely investment election with
respect to their entire account balance, their account balance (or
undirected portion thereof) will automatically be invested in the
Balanced Option.
The Committee elected to introduce two discretionary proprietary funds
as investment options available to participants in January 1999. These
additional investment options are the Magna Growth and Income Fund and
the Magna Intermediate Government Bond Fund. Both funds were
established in 1994 and are administered by the Trust Division of Union
Planters Bank, National Association. The Plan will retain the original
five investment options for a total of seven investment options until
further resolution by the Committee.
Growth and Income Option - Participant directed funds are invested in
the Magna Growth and Income Fund. The fund's portfolio consists of
common stocks, diversified across many different industries. The fund
invests in high quality common stocks and securities convertible into
common stock across various industries and economic sectors, and seeks
to control market risk while providing the opportunity for long-term
growth.
Intermediate Bond Option - Participant directed funds are invested in
the Magna Intermediate Bond Fund primarily consisting of U.S.
Government securities, including U.S. Government agencies. The balance
of this fund is invested in very high-quality corporate bonds.
8
<PAGE> 13
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION
The following summarizes the fund information for the statements of net
assets available for benefits and the statements of changes in net
assets available for benefits:
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998
------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED INTERMEDIATE GROWTH
LOANS MARKET INCOME BOND BALANCED AND INCOME
----- ------ ------ ---- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 52,565 $4,512,766 $ 228,290 $ -- $ 383,336 $ --
Common stock -- -- -- -- -- --
Equity common trust funds -- -- -- -- 15,165,699 321,656
Fixed income common trust funds -- -- 7,395,292 164,125 18,499,252 --
Notes receivable from participants 648,637 -- -- -- -- --
-------- ---------- ---------- -------- ----------- --------
Total investments 701,202 4,512,766 7,623,582 164,125 34,048,287 321,656
-------- ---------- ---------- -------- ----------- --------
Cash 247 219,008 896,166 -- -- --
-------- ---------- ---------- -------- ----------- --------
Total assets 701,449 4,731,774 8,519,748 164,125 34,048,287 321,656
-------- ---------- ---------- -------- ----------- --------
LIABILITIES
Due to brokers -- -- 674,513 -- 335,636 --
-------- ---------- ---------- -------- ----------- --------
NET ASSETS AVAILABLE FOR BENEFITS $701,449 $4,731,774 $7,845,235 $164,125 $33,712,651 $321,656
======== ========== ========== ======== =========== ========
<CAPTION>
COMMON
EQUITY STOCK OTHER TOTAL
------ ----- ----- -----
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 137,850 52,667 $960,678 $ 6,328,152
Common stock 516 62,820,033 -- 62,820,549
Equity common trust funds 32,845,203 -- -- 48,332,558
Fixed income common trust funds -- -- -- 26,058,669
Notes receivable from participants -- -- -- 648,637
----------- ----------- -------- ------------
Total investments 32,983,569 62,872,700 960,678 144,188,565
----------- ----------- -------- ------------
Cash -- 494,621 -- 1,610,042
----------- ----------- -------- ------------
Total assets 32,983,569 63,367,321 960,678 145,798,607
----------- ----------- -------- ------------
LIABILITIES
Due to brokers 136,478 -- 925,720 2,072,347
----------- ----------- -------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $32,847,091 $63,367,321 $ 34,958 $143,726,260
=========== =========== ======== ============
</TABLE>
9
<PAGE> 14
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
-------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED
LOANS MARKET INCOME BALANCED EQUITY
----- ------ ------ -------- ------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 65,229 $3,484,349 $ -- $ -- $ 369,331
Common stock -- -- -- -- 1,869
Equity common trust funds -- -- -- 13,539,916 26,373,450
Fixed income common trust funds -- -- 4,601,629 16,195,520 --
Notes receivable from participants 908,055 -- -- -- --
-------- ---------- ---------- ----------- -----------
Total investments 973,284 3,484,349 4,601,629 29,735,436 26,744,650
Cash 341 16,183 -- -- 895
Due from brokers -- -- 15,787 265,875 --
Accrued interest and dividends receivable
Contributions receivable 33 -- -- -- --
Employer -- 25,631 -- -- --
-------- ---------- ---------- ----------- -----------
Total assets 973,658 3,526,163 4,617,416 30,001,311 26,745,545
-------- ---------- ---------- ----------- -----------
LIABILITIES
Due to brokers -- -- -- -- 137,551
-------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $973,658 $3,526,163 $4,617,416 $30,001,311 $26,607,994
======== ========== ========== =========== ===========
<CAPTION>
COMMON
STOCK OTHER TOTAL
----- ----- -----
<S> <C> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 1,499,453 $141,004 $ 5,559,366
Common stock 91,616,671 -- 91,618,540
Equity common trust funds -- -- 39,913,366
Fixed income common trust funds -- -- 20,797,149
Notes receivable from participants -- -- 908,055
----------- -------- ------------
Total investments 93,116,124 141,004 158,796,476
Cash 844 2,051 20,314
Due from brokers -- -- 281,662
Accrued interest and dividends receivable
Contributions receivable -- -- 33
Employer 4,782 -- 30,413
----------- -------- ------------
Total assets 93,121,750 143,055 159,128,898
----------- -------- ------------
LIABILITIES
Due to brokers -- -- 137,551
----------- -------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $93,121,750 $143,055 $158,991,347
=========== ======== ============
</TABLE>
10
<PAGE> 15
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED INTERMEDIATE
LOANS MARKET INCOME BOND BALANCED
----- ------ ------ ---- --------
INVESTMENT INCOME
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 74,480 $ 198,981 $ 6,929 $ -- $ 11,520
Net realized gain (loss) on sale of investments -- -- 31,974 -- 118,380
Net change in unrealized appreciation
(depreciation)
in the fair value of investments -- -- 358,189 -- 3,072,688
--------- ----------- ----------- -------- ------------
Net investment income (loss) 74,480 198,981 397,092 -- 3,202,588
--------- ----------- ----------- -------- ------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions -- 445,549 526,332 -- 2,308,884
Employer contributions -- 190,849 249,024 -- 1,174,851
Rollovers of assets
Cash -- 13,150 80,720 -- 255,419
Common stock of Union Planters Corporation -- -- -- -- --
--------- ----------- ----------- -------- ------------
Total contributions and rollovers -- 649,548 856,076 -- 3,739,154
--------- ----------- ----------- -------- ------------
OTHER RECEIPTS -- 502 335 -- 1,953
Total additions (deductions) 74,480 849,031 1,253,503 -- 6,943,695
---------- ----------- ----------- -------- ------------
DISTRIBUTIONS
Payments to participants -- (1,408,790) (434,841) -- (3,456,526)
Other -- (225) (150) -- (875)
--------- ----------- ----------- -------- ------------
Net increase (decrease) 74,480 (559,984) 818,512 -- 3,486,294
Mergers of other plans -- 664,733 1,033,285 -- 2,358,226
Net transfers (346,689) 1,100,862 1,376,022 164,125 (2,133,180)
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 973,658 3,526,163 4,617,416 -- 30,001,311
--------- ----------- ----------- -------- ------------
END OF YEAR $ 701,449 $ 4,731,774 $ 7,845,235 $164,125 $ 33,712,651
========= =========== =========== ======== ============
<CAPTION>
GROWTH COMMON
AND INCOME EQUITY STOCK OTHER TOTAL
---------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ -- $ 13,655 $ 2,773,325 $ 24,403 $ 3,103,293
Net realized gain (loss) on sale of investments -- 117,707 (2,777,850) -- (2,509,789)
Net change in unrealized appreciation
(depreciation)
in the fair value of investments -- 3,877,227 (28,113,206) -- (20,805,102)
-------- ------------ ------------ --------- -------------
Net investment income (loss) -- 4,008,589 (28,117,731) 24,403 (20,211,598)
-------- ------------ ------------ --------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions -- 2,972,484 4,953,299 -- 11,206,548
Employer contributions -- 1,321,767 2,226,547 -- 5,163,038
Rollovers of assets
Cash -- 244,097 535,868 -- 1,129,254
Common stock of Union Planters Corporation -- -- 527,888 -- 527,888
-------- ------------ ------------ --------- -------------
Total contributions and rollovers -- 4,538,348 8,243,602 -- 18,026,728
-------- ------------ ------------ --------- -------------
OTHER RECEIPTS -- 1,507 2,958 -- 7,255
Total additions (deductions) -- 8,548,444 (19,871,171) 24,403 (2,177,615)
-------- ------------ ------------ --------- -------------
DISTRIBUTIONS
Payments to participants -- (2,701,343) (10,854,599) -- (18,856,099)
Other -- (675) (1,325) -- (3,250)
-------- ------------ ------------ --------- -------------
Net increase (decrease) -- 5,846,426 (30,727,095) 24,403 (21,036,964)
Mergers of other plans -- 1,199,090 516,543 -- 5,771,877
Net transfers 321,656 (806,419) 456,123 (132,500) --
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR -- 26,607,994 93,121,750 143,055 158,991,347
-------- ------------ ------------ --------- -------------
END OF YEAR $321,656 $ 32,847,091 $ 63,367,321 $ 34,958 $ 143,726,260
======== ============ ============ ========= =============
</TABLE>
11
<PAGE> 16
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
3. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------------------------
PARTICIPANT MONEY FIXED
LOANS MARKET INCOME BALANCED EQUITY
----- ------ ------ -------- ------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 79,290 $ 197,763 $ 2,257 $ 7,937 $ 8,979
Net realized gain on sale of investments 609 -- 25,280 182,206 95,601
Net change in unrealized appreciation
in the fair value of investments -- -- 298,088 3,030,051 3,498,302
-------- ----------- ----------- ------------ ------------
Net investment income 79,899 197,763 325,625 3,220,194 3,602,882
-------- ----------- ----------- ------------ ------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions -- 340,784 355,721 1,961,952 2,163,734
Employer contributions -- 214,073 164,382 1,012,532 968,285
Rollovers of assets
Cash -- 33,036 6,873 28,395 70,607
Common stock of Union Planters
Corporation -- -- -- -- --
-------- ----------- ----------- ------------ ------------
Total contributions and rollovers -- 587,893 526,976 3,002,879 3,202,626
OTHER RECEIPTS -- 1,357 1,776 11,542 10,237
-------- ----------- ----------- ------------ ------------
Total additions 79,899 787,013 854,377 6,234,615 6,815,745
-------- ----------- ----------- ------------ ------------
DISTRIBUTIONS
Payments to participants -- (1,184,640) (608,824) (3,231,308) (2,103,656)
Other -- -- -- -- --
-------- ----------- ----------- ------------ ------------
Net increase (decrease) 79,899 (397,627) 245,553 3,003,307 4,712,089
Mergers of other plans -- 861,239 473,074 1,453,544 1,696,556
Net transfers 610,531 (407,898) (414,127) (2,682,248) 271,207
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 283,228 3,470,449 4,312,916 28,226,708 19,928,142
-------- ----------- ----------- ------------ ------------
END OF YEAR $973,658 $ 3,526,163 $ 4,617,416 $ 30,001,311 $ 26,607,994
======== =========== =========== ============ ============
<CAPTION>
COMMON
STOCK OTHER TOTAL
----- ----- -----
<S> <C> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 2,129,271 $ 31,700 $ 2,457,197
Net realized gain on sale of investments 3,680,270 -- 3,983,966
Net change in unrealized appreciation
in the fair value of investments 34,736,898 -- 41,563,339
------------ --------- -------------
Net investment income 40,546,439 31,700 48,004,502
------------ --------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 3,119,727 -- 7,941,918
Employer contributions 1,343,953 -- 3,703,225
Rollovers of assets
Cash -- -- 138,911
Common stock of Union Planters
Corporation 459,105 -- 459,105
------------ --------- -------------
Total contributions and rollovers 4,922,785 -- 12,243,159
OTHER RECEIPTS 35,827 -- 60,739
------------ --------- -------------
Total additions 45,505,051 31,700 60,308,400
------------ --------- -------------
DISTRIBUTIONS
Payments to participants (22,963,079) -- (30,091,507)
Other (41,719) -- (41,719)
------------ --------- -------------
Net increase (decrease) 22,500,253 31,700 30,175,174
Mergers of other plans 34,334,069 -- 38,818,482
Net transfers 2,905,398 (282,863) --
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 33,382,030 394,218 89,997,691
------------ --------- -------------
END OF YEAR $ 93,121,750 $ 143,055 $ 158,991,347
============ ========= =============
</TABLE>
12
<PAGE> 17
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
4. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR
BENEFITS
The following schedule details investments which represent 5% or more
of net assets available for benefits at December 31, 1998:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------ --------- ---- ----------
<S> <C> <C> <C>
COMMON STOCK
------------
Union Planters Corporation Common
Stock 1,386,373 $ 33,918,316 $ 62,820,033
COMMON TRUST FUNDS
------------------
Employee Benefit Trust's Equity Fund
of Union Planters Bank, National
Association 311,968 29,132,339 48,010,902
Employee Benefit Trust's Fixed Income
Fund of Union Planters Bank, National
Association 166,382 13,282,371 16,736,480
Westport Bank & Trust Company
Managed Guaranteed Investment
Contract Fund 365,211 7,645,980 9,158,064
</TABLE>
5. NET REALIZED GAIN (LOSS) ON SALE OF INVESTMENTS
The net realized gain (loss) on sale of investments is summarized as
follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------------
1998 1997
---- ----
<S> <C> <C>
Common stock $(2,777,850) $3,680,879
Common trust funds 268,061 303,087
----------- ----------
Net realized gain (loss) on sale of investments $(2,509,789) $3,983,966
=========== ==========
</TABLE>
13
<PAGE> 18
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
6. NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) IN THE FAIR VALUE
OF INVESTMENTS
The net change in unrealized appreciation (depreciation) in the fair
value of investments is summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Common stock $(28,113,206) $34,738,763
Common trust funds 7,308,104 6,824,576
------------ -----------
Net change in unrealized appreciation (depreciation)
in the fair value of investments $(20,805,102) $41,563,339
============ ===========
</TABLE>
7. ROLLOVERS OF ASSETS
During the years ended December 31, 1998 and 1997, the Plan received
rollovers of account balances from various participants in other
retirement and benefit plans totaling $1,657,142 and $598,016,
respectively.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by
Union Planters Bank, National Association, a wholly-owned subsidiary of
the Corporation, and common trust funds of Union Planters Bank,
National Association. Union Planters Bank, National Association, is the
Trustee as defined by the Plan; therefore, these transactions are
considered party-in-interest transactions. Additionally, the Plan held
common stock of the Corporation. As previously noted, all necessary
expenses of the Plan have been customarily paid by the Corporation.
9. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service ("IRS") dated April 5, 1986 indicating that the Plan is
qualified under Internal Revenue Code Section 401(a) and, therefore,
not subject to tax under Section 501(a). The Plan received a favorable
determination letter from the IRS dated August 6, 1998 regarding the
amendments to the Plan relative to qualification under Section 401(k)
and the Tax Reform Act of 1986.
14
<PAGE> 19
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
10. SUBSEQUENT EVENT
Subsequent to December 31, 1998, the fair value of the Plan's
investment in the common stock of the Corporation has decreased as
follows:
<TABLE>
<CAPTION>
FAIR VALUE
----------
DECEMBER 31, JUNE 2,
1998 1999(1)
---- -------
<S> <C> <C>
Union Planters Corporation common stock
(1,386,373 shares) $62,820,033 $57,621,128
</TABLE>
(1) Number based on a value of $41.5625 per share.
15
<PAGE> 20
UNION PLANTERS CORPORATION SCHEDULE I
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
- ------------------ --------- ---- -----
SHORT-TERM INVESTMENTS
----------------------
<S> <C> <C> <C>
AIM Institutional Prime Fund $1,662,820 $1,662,820 $1,662,820
Federated Treasury Obligations Fund 4,512,767 4,512,767 4,512,767
* Union Planters Bank, National Association
Hi-Yield Masternote 152,565 152,565 152,565
---------- ----------- -----------
Total short-term investments 6,328,152 6,328,152 6,328,152
---------- ----------- -----------
COMMON STOCK
- ------------
* Union Planters Corporation Common Stock 1,386,373 33,918,316 62,820,033
Other Common Stock 250 2 359
Other Stock Purchase Warrants 600 2 157
---------- ----------- -----------
Total common stock 1,387,223 33,918,320 62,820,549
---------- ----------- -----------
EQUITY COMMON TRUST FUNDS
- -------------------------
* Employee Benefit Trust's Equity Fund of
Union Planters Bank, National Association 311,968 29,132,339 48,010,902
* Magna Growth and Income Fund 321,656 321,656 321,656
---------- ----------- -----------
Total equity common trust funds 633,624 29,453,995 48,332,558
---------- ----------- -----------
FIXED INCOME COMMON TRUST FUNDS
- -------------------------------
* Employee Benefit Trust's Fixed Income Fund of
Union Planters Bank, National Association 166,382 13,282,371 16,736,480
* Magna Intermediate Government Bond Fund 164,125 164,125 164,125
Westport Bank & Trust Company Managed
Guaranteed Investment Contract Fund (Trust
Employer Identification Number 62-0859006) 365,211 7,645,980 9,158,064
---------- ----------- -----------
Total fixed income common trust funds 695,718 21,092,476 26,058,669
---------- ----------- -----------
Total common trust funds 1,329,342 50,546,471 74,391,227
---------- ----------- -----------
NOTES RECEIVABLE FROM PARTICIPANTS
- ----------------------------------
Notes receivable from participants, secured
by vested interests in plan assets, interest
at 7.18% to 11% (Union Planters Bank,
National Association floating consumer prime
rate), with original maturities of one to
seven years 648,637 648,637 648,637
--------- ----------- ------------
Total investments $9,693,354 $91,441,580 $144,188,565
========== =========== ============
</TABLE>
* Represents an investment with a party-in-interest.
<PAGE> 21
UNION PLANTERS CORPORATION SCHEDULE II
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
SALES COST OF VALUE AT DATE GAIN ON
NAME OF INVESTMENT PROCEEDS(2) ASSETS OF TRANSACTION SALE(2)
----------- ------ -------------- -------
<S> <C> <C> <C> <C>
*Union Planters Corporation
Common Stock
Various purchases $13,848,014 $13,848,014 $13,908,948
Various sales 4,597,758 1,727,082 4,594,214 $2,870,676
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions as
defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no expenses incidental to these transactions.
* Represents an investment with a party-in-interest.
17
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-55257 and 333-28507) of Union Planters
Corporation of our report dated June 2, 1999 relating to the financial
statements, which appears in this Form 11-K.
/s/PricewaterhouseCoopers LLP
Memphis, Tennessee
June 17, 1999
