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As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-76417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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.
Secretary And Manager of The Legal Department
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6596
(Name, address and telephone number, including area code, of agent for service)
WITH COPIES TO:
Cynthia W. Young, Esq.
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
(502) 562-7292
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
The purpose of this amendment is to amend and restate Item 5 of Part II of this
Registration Statement.
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. In addition to his interest in shares
of the Registrant's Common Stock as a participant in the Registrant's Employee
Stock Ownership Plan and stock options granted to him, Mr. House owns shares of
the Registrant's Common Stock which, as of April 16, 1999, had an aggregate
market value of approximately $115,000.
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 23rd 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
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 23, 1999
Benjamin W. Rawlins, Jr. Chief Executive Officer and
Director (Principal
Executive Officer)
/S/ JOHN W. PARKER Executive Vice President April 23, 1999
John W. Parker Chief Financial
Officer (Principal
Financial Officer)
/S/ M. KIRK WALTERS Senior Vice President, April 23, 1999
M. Kirk Walters Treasurer and Chief
Accounting Officer
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* Director April 23, 1999
Albert M. Austin
* Director April 23, 1999
George W. Bryan
* Director April 23, 1999
James E. Harwood
* Director April 23, 1999
C.E. Heiligenstein
* Director April 23, 1999
C.G. Hogan
* Director April 23, 1999
S. Lee Kling
* Director April 23, 1999
Parnell S. Lewis, Jr.
* Director April 23, 1999
C.J. Lowrance, III
/S/ JACKSON W. MOORE President, Chief Operating April 23, 1999
Jackson W. Moore Officer and Director
* Director April 23, 1999
V. Lane Rawlins
* Director April 23, 1999
Donald F. Schuppe
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* Director April 23, 1999
David M. Thomas
* Director April 23, 1999
Richard A. Trippeer, Jr.
* Director April 23, 1999
Spence L. Wilson
*By /S/ E. JAMES HOUSE, JR.
E. James House, Jr., Attorney-in-fact
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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.
*Previously filed