<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNION PLANTERS CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
TENNESSEE 62-0859007
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
E. JAMES HOUSE, JR, ESQ.
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT OF
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6495
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $5.00 par value per
share.................................. 2,000,000 $47.125 $94,250,000 $26,201.50
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</TABLE>
Based upon the average of the high and low prices reported on the New York
Stock Exchange as of July 14, 1999 pursuant to the requirements of Section
457(c).
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<PAGE> 2
PROSPECTUS
(UNION PLANTERS CORPORATION LOGO)
------------------------
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
2 MILLION SHARES OF COMMON STOCK OFFERED
TO SHAREHOLDERS OF UNION PLANTERS CORPORATION
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. IT'S ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
------------------------
Union Planters Corporation is offering a maximum of 2 million shares of its
common stock, $5.00 par value, for sale to Union Planters' shareholders in
accordance with the terms of its Amended and Restated Dividend Reinvestment and
Stock Purchase Plan. Under the Plan you will have the opportunity to use your
cash dividends on Union Planters' Common Stock and certain cash payments to
purchase additional shares of Union Planters' Common Stock without the expense
of brokerage commissions, fees or service charges. The price for additional
shares purchased will be the prevailing market price for those shares on the
date purchased.
Union Planters' Common Stock is traded on the New York Stock Exchange under
the symbol "UPC."
We have not authorized anyone to provide you with any information other
than the information included in this prospectus and the documents to which we
refer you. If someone gives you other information, please do not rely on it as
being authorized by us.
This prospectus has been prepared as of July 15, 1999. There may be changes
in the affairs of Union Planters after that date which are not reflected in this
document.
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YOU SHOULD RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE.
JULY 15, 1999
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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SUMMARY..................................................... 1
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN............... 1
Purpose................................................... 1
Participation............................................. 2
Costs..................................................... 3
Purchases................................................. 4
Reports to Participants................................... 6
Dividends................................................. 6
Discontinuance of Dividend Reinvestment................... 6
Withdrawal of Shares in Plan Accounts..................... 6
Federal Income Tax Consequences........................... 7
Other Information......................................... 8
USE OF PROCEEDS............................................. 9
EXPERTS..................................................... 9
LEGAL MATTERS............................................... 10
WHERE YOU CAN FIND MORE INFORMATION......................... 10
INDEMNIFICATION OF OFFICERS, DIRECTORS AND AFFILIATES
FOR SECURITIES ACT LIABILITIES............................ 11
</TABLE>
HOW TO OBTAIN ADDITIONAL INFORMATION
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT UNION PLANTERS THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS DOCUMENT.
YOU CAN OBTAIN FREE COPIES OF THIS INFORMATION BY WRITING OR CALLING:
E. James House, Jr.
Secretary and Manager of the Legal Department
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Telephone (901) 580-6584
<PAGE> 4
SUMMARY
Union Planters is a registered bank holding company incorporated in
Tennessee. Our corporate office is located at 7130 Goodlett Farms Parkway,
Memphis, Tennessee 38018, and our telephone number is (901) 580-6000.
Union Planters adopted its original Dividend Reinvestment and Stock
Purchase Plan in April, 1989 to offer its shareholders an opportunity to
purchase additional shares of Union Planters' Common Stock without the expense
of brokerage commissions, fees or service charges. From time to time we have
authorized increases in the number of shares available under the Plan in order
to meet the demands of our shareholders. On June 24, 1998, Union Planters
amended the Plan by reducing the number of times each year on which the Plan's
administrator is required to execute purchases of our common stock under the
Plan. This prospectus describes our Amended and Restated Dividend Reinvestment
and Stock Purchase Plan.
If you own Union Planters' Common Stock of record, you are eligible to join
the Plan. Purchases under the Plan may only be made with your cash dividends on
Union Planters' Common Stock and with certain limited amounts of additional
cash. The purchase price for any shares purchased will be the prevailing market
rate for those shares on the date of purchase. You will not incur any expenses
for brokerage commissions, fees or service charges in connection with purchases
made under the Plan.
If you elect to participate in the Plan, cash dividends on the shares you
designate will be used to purchase additional shares of Union Planters' Common
Stock on a quarterly basis when cash dividends are paid. If no cash dividend is
paid on Union Planters' Common Stock, no investment will be made under the Plan.
If you elect to participate in the Plan you may also choose to purchase shares
with optional cash payments. You may not make an optional cash payment of less
than $100 nor more than $2,000 in any calendar quarter. You may forward your
optional payments to Union Planters Bank, National Association ("Union Planters
Bank") which serves as the administrator of the Plan at any time. The Plan
administrator will invest those payments, however, only on the first business
day of the next March, June, September or December after receipt of that
payment.
Under the Plan, Union Planters may sell you either original issue shares of
our Common Stock or shares of our Common Stock bought on the open market for
your account. Alternatively, we may use a combination of these methods.
You may participate in the Plan, by completing an Authorization Form and
returning it to Union Planters Bank, Corporate Trust Operations, One South
Church Street, P.O. Box 523, Belleville, IL 62220.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in question and answer form, constitutes the Plan that is
offered by this prospectus to holders of record of Union Planters' Common Stock.
Those holders of Union Planters' Common Stock who do not wish to participate in
the Plan will continue to receive cash dividends, if and when paid, by check.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of Union Planters' Common Stock with an attractive way of investing cash
dividends and optional cash payments in shares of
1
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Common Stock, without payment of any brokerage commission, service charge or
other expense. The Plan provides that Union Planters may elect to sell original
issue shares of Common Stock under the Plan. If we choose to sell original issue
shares, we will receive the purchase price for those shares and will use those
proceeds for general corporate purposes. (See "Use of Proceeds" for further
information regarding the use of the proceeds.) Alternatively, if we determine
that we do not want to increase the number of shares of Common Stock outstanding
at any time, we will make open market purchases of shares of Common Stock for
your account or instruct the Plan's administrator to do so. Union Planters may,
in its sole discretion, elect to use a combination of original issue shares and
open market purchases.
2. What are the advantages of the Plan? If you participate in the Plan,
you may:
- Invest in additional shares of Union Planters' Common Stock at either
the Formula Price or the Average Price (as described in No. 11 hereof)
using: (i) cash dividends on all or less than all shares of the Union
Planters' Common Stock registered in your name and (ii) additional
cash, up to specified limits, without any charges for brokerage
commissions or fees.
- Avoid cumbersome safekeeping requirements and recordkeeping costs
through the free custodial service and reporting provisions of the
Plan.
PARTICIPATION
3. Who is eligible to participate? All holders of Union Planters' Common
Stock are eligible to participate in the Plan. Union Planters shareholders may
choose to reinvest their cash dividends on all or only a portion of their shares
through the Plan. To participate in the Plan you should enter the number of
shares you wish to include in the Plan on an Authorization Form and return it to
the Union Planters Corporate Trust Operations at the address provided below. If
you do not wish to participate in the Plan you don't need to take any further
action.
4. How does an eligible shareholder become a participant? An eligible
shareholder may join in the Plan by signing the Authorization Form and returning
it to our corporate trust department which is the Plan Administrator. A
postage-paid envelope is provided for this purpose. We have attached one
Authorization Form in the back of this Prospectus for your convenience.
Additional forms may be obtained at any time by written request to Union
Planters Bank, National Association, Corporate Trust Operations, One South
Church Street, P.O. Box 523, Belleville, IL 62220.
5. When may a shareholder join the Plan? An eligible shareholder may join
the Plan at any time.
If the Plan Administrator (identified in No. 9 below) receives your
Authorization Form five days before the record date established for payment of a
particular dividend (the "Dividend Record Date"), reinvestment will commence
with that dividend payment. If your Authorization Form is received after that
date, reinvestment of dividends on your designated shares will not begin until
the next succeeding dividend is paid.
If declared, Union Planters' Common Stock generally pays dividends on the
15th day of each February, May, August and November (each a "Dividend Payment
Date") (except in cases where the 15th is not a business day when the dividend
is paid on the next business day). The record date for determining shareholders
who receive dividends will precede a Dividend Payment Date by about two weeks.
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<PAGE> 6
(See Nos. 17 and 18 below for information concerning the investment of
optional cash payments.)
6. What does the Authorization Form provide? The Authorization Form allows
you to indicate the manner of participation in the Plan by checking the
appropriate box. By marking the Authorization Form you may indicate whether you
wish to reinvest cash dividends paid on all or some portion of the Union
Planters' Common Stock registered in your name. You also have the option to
purchase additional shares of Union Planters' Common Stock with optional cash
payments. You may elect to both reinvest cash dividends paid and buy shares with
additional cash payments. You are not required to reinvest your cash dividends
in order to purchase additional shares through the Plan with optional cash
payments.
If you purchase additional shares through the Plan, the Plan Administrator
will automatically reinvest future dividends paid on those additional shares
until you withdraw those shares from the Plan. Only whole shares may be
withdrawn from the Plan (See Nos. 16, 22 and 23, below.)
7. What additional steps must you take in order to invest any dividends
received with respect to less than all of the shares of Common Stock held in
your name? In order to facilitate the recordkeeping required by the Plan, you
may be required to deliver the certificates representing your shares to the Plan
Administrator if you wish to invest only part of the dividends you receive.
Certificates will then be issued for those shares as to which dividends are to
be reinvested pursuant to the Plan and separate certificates will be issued for
those shares as to which you will continue to receive any dividends directly.
8. Can you change the method of participation after enrollment? If you
elect to participate only in the optional cash payment feature but later decide
to enroll in the dividend reinvestment feature, you must execute an additional
Authorization Form and return it to the Plan Administrator (as described in Nos.
4 and 6 above). If you elect to participate through the reinvestment of
dividends on a specified portion of the shares registered in your name, but
later decide either to participate with respect to a different portion of the
shares registered in your name or to participate in the optional cash payment
feature only, you must notify the Plan Administrator in writing to that effect.
Such notification must be received by the Plan Administrator no later than
fifteen (15) days before a record date for a particular Dividend Payment Date in
order to make your new instructions effective with respect to reinvestment of
that dividend. (See No. 21 below.)
9. Who administers the Plan for participants? Union Planters Bank,
Corporate Trust Operations (the "Plan Administrator"), administers the Plan for
its participants, arranges for the custody of share certificates, keeps records,
sends statements of account to participants and performs other administrative
duties relating to the Plan. Shares of Common Stock purchased under the Plan
will be held by the Plan Administrator and registered in the name of a nominee
as agent for the participants in the Plan.
COSTS
10. Are there any expenses to participants in connection with purchases
under the Plan? No. As a participant, you will incur no brokerage commissions,
fees, safekeeping costs or service charges for the purchases you make under the
Plan. All costs of the administration of the Plan will be paid by Union
Planters. (See No. 23 below concerning the liquidation of fractional interests.)
3
<PAGE> 7
PURCHASES
11. What will be the price of shares of Common Stock purchased under the
Plan? If Union Planters elects to sell original issue shares to the Plan's
participants, the price at which those shares will be sold to them will be based
on a price (the "Formula Price") which is (a) the mean between the highest and
lowest selling prices of Union Planters' Common Stock as reported on the New
York Stock Exchange (the "NYSE") on the day immediately preceding the Dividend
Payment Date in the case of purchases with reinvested dividends and/or on the
day immediately preceding the Investment Date (as defined in No. 14 below) in
the case of purchases with optional cash payments, or (b) if shares of Union
Planters' Common Stock are not traded on such dates, the "fair market value for
tax purposes" of the shares (as defined in No. 26 below). Purchases with
reinvested cash dividends and purchases with optional cash payments will be at a
price equal to 100% of the Formula Price. No purchases of original issue shares
may be made in the event that the Formula Price is less than the par value of
Union Planters' Common Stock ($5.00 per share).
In the event that Union Planters elects to purchase shares in the open
market for the accounts of participants, such purchases will be made at
prevailing open market prices, and the price to each participant's account will
be 100% of the average price of all shares so purchased (the "Average Price").
(See No. 13 below.)
12. How many shares of Common Stock will be purchased for participants? If
you become a participant in the Plan, the number of shares to be purchased for
you depends on the amount of your dividends and total optional cash payments, or
both, and on the Formula Price or Average Price of the Common Stock. Your
account will be credited with that number of shares, including fractions
computed to four decimal places, equal to the total amount invested, divided by
the purchase price per share.
13. Will all shares of Common Stock purchased under the Plan be original
issue shares? If you purchase shares under the Plan, those shares will not
necessarily be original issue shares. Union Planters may either issue as many
original issue shares of its Common Stock as the dividends and optional cash
payments of participants will purchase, or Union Planters, directly or through
an independent purchasing agent of its choosing, may purchase or instruct the
Plan Administrator to purchase all of such shares on the open market for the
accounts of Plan participants, subject to applicable regulatory restrictions.
Alternatively, Union Planters may employ a combination of such methods.
14. If Union Planters elects to sell original issue shares to participants,
when will such shares of Common Stock be purchased under the Plan? The Plan
Administrator will use uninvested optional cash payments to purchase additional
shares of common stock for participants on the first business day of each March,
June, September and December (each an "Investment Date"). Only optional cash
payments received by the Plan Administrator at least five days prior to an
Investment Date will be invested on that Investment Date. Any optional cash
payments received within five days of an Investment Date will be held by the
Plan Administrator until the next Investment Date. Any cash dividends on shares
of Union Planters' Common Stock will be applied to purchase additional shares on
the Dividend Payment Date.
Participants will become owners of the shares purchased for them under the
Plan on the Dividend Payment Date (in the case of purchases with reinvested
dividends) or the Investment Date (in the case of purchases with optional cash
payments) on which purchased; however, for Federal income tax purposes, the
holding period will commence on the day following either the Dividend Payment
Date in the case of purchases with reinvested dividends or the Investment Date
in the case of purchases with optional cash payments. (See No. 26 below.)
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<PAGE> 8
15. If Union Planters elects to make open market purchases for the Plan,
when will such shares of Common Stock be purchased? Shares will normally be
purchased in the open market on the Investment Date in the case of purchases
with optional cash payments and on the Dividend Payment Date in the case of
purchases with reinvested dividends unless applicable regulatory restrictions
would prevent purchases at those times. Participants will become the owners of
shares purchased for their account under the Plan on the dates purchased.
16. Will certificates be issued for shares of Common Stock under the
Plan? Unless you otherwise request in writing, certificates for shares of
common stock purchased under the Plan will be held by a nominee for your benefit
as a participant under the Plan. The number of shares purchased under the Plan
for your account will be shown on a statement of account. This feature protects
against loss, theft or destruction of stock certificates.
Certificates representing fractional shares will not be issued under any
circumstances. Upon your written request, the Plan Administrator will withdraw
from the Plan and issue certificates to you without charge for any number of
whole shares credited to your account under the Plan. (See No. 22 below for
instructions on withdrawal and certificate issuance.) Any other whole shares,
and any fractional shares, which you have not withdrawn from the Plan will
remain credited to your account.
You may not pledge shares credited to your account under the Plan as
collateral security for a loan or other obligation. If you wish to pledge such
shares you must first request that those shares be withdrawn from the Plan and
certificates for such shares be issued in your name.
17. Who will be eligible to make optional cash payments? Shareholders of
Union Planters who have submitted a signed Authorization Form are eligible to
make optional cash payments at any time. The Plan Administrator will apply any
optional cash payment received five days before an Investment Date to the
purchase on that Investment Date of shares of Union Planters' Common Stock for
the account of the participant. Any optional cash payments received less than
five days before an Investment Date will be invested on the next succeeding
Investment Date.
An initial optional cash payment may be made by a Plan participant when
enrolling by enclosing a check or money order with the Authorization Form.
Checks or money orders should be made payable to "UPB, Dividend Plan
Administrator", and returned along with the Authorization Form in the envelope
provided. Thereafter, optional cash payments may be made at any time by sending
them to Union Planters Bank, Corporate Trust Operations, One South Church
Street, P.O. Box 523, Belleville, IL 62220. Participants should include their
Plan account number on the check or money order and in any other correspondence
with respect to the Plan. While optional cash payments may be made at any time,
Union Planters recommends that they be sent so as to be received at least 10
days before an Investment Date. No interest will be paid on such payments. A
participant may obtain the return of any optional cash payment at any time prior
to five days before the Investment Date.
18. What are the limitations on making optional cash payments? The option
to make cash payments is available at any time. The same amount of money need
not be sent each quarter and participants are under no obligation to make an
optional cash payment in any quarter. Any optional cash payments made must not
be less than $100 per payment nor may payments on behalf of any owner aggregate
more than $2,000 in any calendar quarter.
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REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants in the Plan? As soon
as practicable after each share purchase, the Plan Administrator will send to
you a statement of account showing the total number of shares held in your
account, the amount invested, the number of shares purchased, the price per
share and the date of purchase. In addition, you will receive copies of Union
Planters' annual reports to shareholders, proxy statements, and information for
income tax reporting purposes. Quarterly Reports on Form 10-Q and Press Releases
(including quarterly earnings announcements) can be requested from Union
Planters. (See "How To Obtain Additional Information" above).
DIVIDENDS
20. Will participants be credited with any dividends on shares held in
their account under the Plan? Yes. The Plan Administrator will receive any
dividends for all shares held in the Plan and will credit such dividends pro
rata to each participant's account. Such dividends will be automatically
reinvested in additional shares of Union Planters' Common Stock.
DISCONTINUANCE OF DIVIDEND REINVESTMENT
21. How does a participant discontinue the reinvestment of dividends under
the Plan? You may discontinue the reinvestment of dividends under the Plan on
all or any number of the shares you have previously elected to enroll in the
Plan by notifying the Plan Administrator in writing to that effect. To be
effective for any given Dividend Payment Date, notice of withdrawal must be
received 15 days before the record date for that dividend payment. Any notice of
withdrawal received less than 15 days prior to a record date will not be
effective until dividends paid to you, a holder as of that record date, have
been reinvested and the shares purchased credited to your Plan account.
Automatic reinvestment of dividends on shares held in your Plan account may be
ended only by withdrawing the shares from the Plan account. (See Nos. 22 and 23,
below.)
Options open to you if you wish to discontinue participation are: (a) total
or partial withdrawal from the automatic dividend reinvestment feature, while
continuing to participate in the optional cash payment feature, or (b) partial
withdrawal from the automatic dividend reinvestment feature without continuing
to participate in the optional cash payment feature, or (c) complete withdrawal
from the Plan (dividend reinvestment and optional cash payments). In the event
that a participant withdraws from the automatic dividend reinvestment portion of
the Plan without withdrawing from the optional cash payment feature, dividends
on shares purchased through the Plan which are held in the participant's account
will continue to be reinvested until the participant withdraws from both the
automatic dividend reinvestment and the optional cash payment features of the
Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
22. How may a participant withdraw shares purchased under the Plan? You
may withdraw all or a portion of the shares from your Plan account by notifying
the Plan Administrator in writing to that effect and specifying in the notice
the number of shares to be withdrawn. This notice should be mailed to: Union
Planters Bank, Corporate Trust Operations, One South Church Street, P.O. Box
523, Belleville, IL 62220. Certificates for whole shares of Common Stock so
withdrawn will be registered in the name of and issued to you as the record
owner of those shares. In no case will certificates representing fractional
shares be issued. (To determine the effective date of your withdrawal see No. 21
above.)
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<PAGE> 10
23. What happens to any fractional shares when a participant withdraws all
shares from the Plan? In lieu of a certificate for any fractional share, you
will receive cash in an amount equal to the closing price per share of Union
Planters' Common Stock on the last trading date prior to the effective date of
the withdrawal multiplied by the fractional interest. The amount of cash for any
fractional share, together with a certificate for all whole shares, will be
mailed directly to you by the Plan Administrator.
24. How may a participant transfer shares held in his or her account under
the Plan? If you wish to transfer shares held in your Plan account you must
first withdraw those shares from the Plan, following the procedure set out in
No. 22 above. Upon receipt of certificates for such shares, you may then
transfer such shares.
25. What happens when a participant who is reinvesting cash dividends on
all or part of the shares registered in the participant's name sells or
transfers a portion of such shares? If you are a participant and you dispose of
a portion of the shares credited to your Plan account, Union Planters will
continue to reinvest the dividends on the remainder of the shares in your Plan
account. Reinvestment of dividends on the shares disposed of will be governed by
the directions of the new record owner.
If you dispose of all of the shares of Union Planters' Common Stock
registered in your name and held outside of the Plan, the Plan Administrator
will, unless you also withdraw all shares held in your account under the Plan,
continue to reinvest the dividends on the shares held in your Plan account.
FEDERAL INCOME TAX CONSEQUENCES
26. What are the federal income tax consequences of participation in the
Plan? The amount of the distribution for Federal income tax purposes is the
"fair market value" as of the Dividend Payment Date or the Investment Date of
shares purchased for a participant with reinvested dividends or optional cash
payments. The "fair market value for tax purposes" of the shares is the mean
between the highest and lowest selling prices of Union Planters' Common Stock as
reported on the New York Stock Exchange for the day immediately preceding the
Dividend Payment Date (in the case of purchases with reinvested dividends) or
the day immediately preceding the Investment Date (in the case of purchases with
optional cash payments). If the shares are not traded on such dates, their "fair
market value for tax purposes" is the weighted average of the means between the
highest and lowest selling prices on the nearest trading dates before and after
such dates.
In the case of purchases with reinvested dividends on the open market, the
amount of the distribution to a participant for Federal income tax purposes will
be the total amount paid by Union Planters for such shares, including any
brokerage commission paid by Union Planters.
In the case of shares purchased on the open market with optional cash
payments, Union Planters will pay any brokerage commission. Any such brokerage
commission paid by Union Planters will be deemed a distribution by Union
Planters to the participant.
To the extent distributions by Union Planters to its shareholders are
treated as made from Union Planters' earnings and profits, the distributions
will be dividends taxable as ordinary income. Union Planters has sufficient
earnings and profits that participants can expect that the full amount of any
distribution under the Plan will be taxable as dividends.
The full amount of the distribution will be eligible, in the case of
corporate shareholders, for the 70% dividends received deduction available under
the Internal Revenue Code of 1986, as amended.
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In the case of foreign or other shareholders whose taxable income under the
Plan is subject to Federal income tax withholding, Union Planters will make
reinvestments net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for such participants will
indicate the amount of any tax withheld.
The basis, for Federal income tax purposes, of any original issue shares
acquired through the Plan will be their "fair market value for tax purposes" as
of the Investment Date for any purchases made with optional cash payments, and
their "fair market value for tax purposes" as of the Dividend Payment Date for
any purchases made with reinvested dividends. The basis, for Federal income tax
purposes, of shares purchased on the open market will be their purchase price
plus any brokerage commission paid by Union Planters.
The holding period for shares acquired through the Plan will begin on the
day after the Investment Date for purchases made with optional cash payments, or
the day after the Dividend Payment Date for purchases made with reinvested
dividends.
Union Planters is not seeking a letter ruling from the Internal Revenue
Service, or an opinion of counsel, regarding the Federal income tax consequences
of the Plan.
The foregoing summarizes the Federal income tax consequences of the Plan to
its participants, and does not include a discussion of state and local income
tax consequences (if any) of participation in the Plan and does not purport to
address the particular circumstances of individual participants. Participants
should consult their own tax advisors for further information with regard to the
Federal, state and local tax consequences of their participation in the Plan.
OTHER INFORMATION
27. What happens if Union Planters has a Common Stock rights offering,
issues a stock dividend or declares a stock split? Participation in any rights
offering will be based upon both the shares registered in participants' names
and the shares (including fractional interests) credited to their Plan accounts.
Any stock dividend or shares resulting from stock splits with respect to whole
shares and fractional interests credited to the participants' Plan accounts will
be credited to such accounts.
28. How will a participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to the participant's account
under the Plan will be voted as the participant directs. If on the record date
for a meeting of shareholders there are shares credited to the participant's
account under the Plan, the participant will be sent the proxy material for such
meeting. When the participant returns an executed proxy in a timely fashion, it
will be voted with respect to all shares credited to the participant. If the
participant prefers, all such shares may be voted in person rather than by
proxy.
29. What is the responsibility of the Plan Administrator? Union Planters
Bank, National Association, Corporate Trust Operations is the Plan
Administrator. All communications regarding the Plan should be addressed to
Union Planters Bank, Corporate Trust Operations, One South Church Street, P.O.
Box 523, Belleville, IL 62220. The telephone number of the Plan Administrator is
(800) 900-4548.
The Plan Administrator receives any dividend payments and optional cash
payments for Plan participants, invests those amounts in additional shares of
Union Planters' Common Stock, maintains continuing records of each participant's
account, and advises participants as to all transactions in, and the status of,
their accounts. The Plan Administrator acts in the capacity of agent for the
participants.
8
<PAGE> 12
All notices from the Plan Administrator to you as a participant will be
addressed to you at your last address of record with the Plan Administrator. The
mailing of a notice to your last address of record will satisfy the Plan
Administrator's duty of giving notice to you. Therefore, you should promptly
notify the Plan Administrator in writing of any change of address.
Neither the Plan Administrator, the participants' nominee or nominees, nor
Union Planters shall have any liability for actions taken or omitted in good
faith pursuant to the Plan including, without limitation, any claim for
liability arising out of failure to terminate a participant's account upon such
participant's death or adjudicated incompetency prior to receipt of notice in
writing of such death or adjudicated incompetency, nor shall we have any duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
You should recognize that neither Union Planters nor the Plan Administrator
can provide any assurance that shares of Union Planters' Common Stock purchased
under the Plan will, at any particular time, be worth more or less than their
purchase price.
30. What laws govern the Plan? All transactions in connection with the
Plan, including the optional cash payments feature, are governed by the laws of
the State of Tennessee. The registration of original issue shares, if any, will
be governed by the Securities Act of 1933, as amended, and the securities laws
of the states in which participants reside.
31. May the Plan be extended, changed or discontinued? While Union
Planters currently expects to continue the Plan indefinitely, Union Planters
reserves the right to suspend or terminate the Plan at any time and for any
reason. It also reserves the right to modify and interpret the Plan at any time
and for any reason. Participants will be notified of any such suspension or
termination, and of any modification which materially affects their rights under
the Plan.
USE OF PROCEEDS
The net proceeds from the sale of shares of original issue Union Planters'
Common Stock will be used either to buy shares of Union Planters' Common Stock
in the open market for cancellation or to fund general corporate needs,
including Union Planters' working capital needs, possible additional
contributions to the capital of Union Planters' subsidiaries, possible
acquisitions of other financial institutions or their assets, possible
acquisitions of, or investments in, other businesses of a type eligible for bank
holding companies and possible reduction of outstanding indebtedness of Union
Planters. Pending such use, Union Planters may temporarily invest the net
proceeds in investment-grade securities. Union Planters, from time to time, may
engage in additional capital financings of a character and in amounts to be
determined by Union Planters in light of its needs at such time or times and in
light of prevailing market conditions.
EXPERTS
The consolidated financial statements of Union Planters incorporated in
this prospectus by reference to the Annual Report on Form 10-K of Union Planters
Corporation for the year ended December 31, 1998 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
9
<PAGE> 13
LEGAL MATTERS
The validity of the shares of Union Planters' Common Stock offered hereby
will be passed upon by E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation. E. James House, Jr. is an officer of,
and receives compensation from Union Planters.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy and information
statements, and other information with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. You may read and copy this
information at the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission also maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission. The address of
that site is http://www.sec.gov. In addition, you can read and copy this
information at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can also inspect
reports, proxy and information statements, and other information about Union
Planters at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
We filed a registration statement with the Commission under the Securities
Act of 1933, relating to the Union Planters' Common Stock offered under the
Plan. This prospectus does not contain all of the information included in the
registration statement. You'll find additional information about us and our
Common Stock in the registration statement. For example, in this prospectus
we've summarized or referred to an enrollment form that has been filed as an
exhibit to the registration statement. The registration statement may be read
and copied at the Commission's public reference facilities described above.
This prospectus incorporates important business and financial information
about Union Planters that is not included in or delivered with this prospectus.
The following documents we have filed with the Securities and Exchange
Commission are incorporated by reference in this prospectus (Securities and
Exchange Commission File No. 001-10160):
1. Union Planters' Annual Report on Form 10-K for the year ended
December 31, 1998;
2. Union Planters' Quarterly Report on Form 10-Q for the three (3)
months ended March 31, 1999;
3. Union Planters' Current Reports on Form 8-K dated January 22, 1999,
April 15, 1999; and July 15, 1999;
4. The description of Union Planters' Preferred Share Rights contained
in Union Planters' Registration Statement on Form 8-A dated and filed
January 22, 1999 (Commission File Number 001-10160); and
5. The description of our Common Stock contained in the Union
Planters' registration statement under Section 12(b) of the Exchange Act
and any amendment or report filed for the purpose of updating such
description.
10
<PAGE> 14
Our Annual Report on Form 10-K for the year ended December 31, 1998,
incorporates by reference specific portions of our Annual Report to Shareholders
for that year (which is filed as Exhibit 13 to Form 10-K) but does not
incorporate other portions of our Annual Report to Shareholders. The portion of
the Annual Report to Shareholders captioned "Letter to Shareholders" and other
portions of the Annual Report to Shareholders not specifically incorporated into
the Annual Report on Form 10-K are not incorporated herein and are not a part of
the registration statement.
We also incorporate by reference additional documents filed by us with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act after the date of this Prospectus and before the
termination of the offering of our Common Stock under the Plan. Any statement
contained in this prospectus or in a document incorporated in this prospectus
will be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently-filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, to
constitute a part of this prospectus, except as so modified or superseded.
YOU MAY OBTAIN COPIES OF THE INFORMATION INCORPORATED BY REFERENCE IN THIS
PROSPECTUS UPON WRITTEN OR ORAL REQUEST. THE INSIDE FRONT COVER OF THIS
PROSPECTUS CONTAINS INFORMATION ABOUT HOW TO MAKE SUCH REQUESTS.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND AFFILIATES
FOR SECURITIES ACT LIABILITIES
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation
Act authorize a corporation to provide for the indemnification of corporate
officers, directors, employees and agents in certain circumstances, which
circumstances could include indemnification for expenses and liabilities
incurred in connection with claims arising under the Securities Act of 1933, as
amended. Union Planters' Charter and Bylaws have adopted those provisions of
Tennessee law to their fullest extent.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Union
Planters pursuant to the foregoing provisions, Union Planters has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
11
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities Act Registration Fee............................. $26,201.50
Printing and Engraving Expenses............................. 10,000.00
Legal Fees and Expenses..................................... 6,000.00
Accounting Fees and Expenses................................ 2,000.00
Blue Sky Fees and Expenses.................................. 0
----------
Total............................................. $44,201.50
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The 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.
The Bylaws of the Registrant provide as follows:
Article V, INDEMNIFICATION:
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
II-1
<PAGE> 16
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 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 ordinarily 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 of the shareholders.
The Registrant has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity as such resulted in liability
and the Registrant fails to reimburse such director or officer pursuant to the
terms set forth above, or to the Registrant, in the event it has indemnified the
director or officer and made such payments. Major exclusions from coverage
include libel, slander, personal profit based on inside information, illegal
payments, dishonesty, accounting of securities profits in violation of Section
16(b) of the Exchange Act and acts within the scope of the Pension Reform Act of
1974.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
4(a) -- Articles Sixth, Eighth, Ninth, Tenth and Fourteenth of the
Charter of Union Planters Corporation defining the rights of
holders of shares of Union Planters' Common Stock
(incorporated by reference to the description of Union
Planters' Common Stock contained in Union Planters'
Registration Statement under Section 12(b) of the Exchange
Act and any amendments or supplements thereto)
4(b) -- The description of Union Planters' Preferred Share Rights
(incorporated by reference to the description contained in
Union Planters' Registration Statement on Form 8-A dated and
filed January 22, 1999 (Commission File Number 001-10160))
5 -- Form of Opinion of E. James House, Jr. regarding the
legality of the Common Stock to be offered
23(a) -- Consent of PricewaterhouseCoopers LLP
23(b) -- Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5)
24 -- Power of Attorney (included on the signature page to this
Registration Statement)
99 -- Authorization Form
</TABLE>
II-2
<PAGE> 17
ITEM 17. UNDERTAKINGS.
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 the
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.
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 provisions set forth in response to Item 15 hereof,
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 Securities Act of 1933 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.
The undersigned Registrant hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this Registration Statement as of the time
it was declared effective; (2) for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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 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 the 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 the
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; and
II-3
<PAGE> 18
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (3) (i) and (3) (ii) do not apply if 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 the Registration Statement; and (4) 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.
II-4
<PAGE> 19
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-3 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 this 15th day of
July, 1999.
UNION PLANTERS CORPORATION
By: /s/ Ben Rawlins, Jr.
------------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints E. James House, Jr. and M. Kirk Walters, or
either of them, his true and lawful attorneys in fact and agents, with full
power in any and all capacities, to sign any and all amendments and supplements
to this Registration Statement and any registration statement or amendment
thereto that is to become effective upon filing pursuant to Rule 462(b) under
the Securities Act, and to file such registration statements, amendments or
supplements, 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 unto each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys in
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Ben Rawlins, Jr. Chairman of the Board, July 15, 1999
- ------------------------------------------------ Chief Executive Officer, Director
Benjamin W. Rawlins, Jr. (Principal Executive Officer)
/s/ Jackson W. Moore President, Chief Operating Officer, July 15, 1999
- ------------------------------------------------ Director
Jackson W. Moore
/s/ John W. Parker Executive Vice President and July 15, 1999
- ------------------------------------------------ Chief Financial Officer
John W. Parker (Principal Financial Officer)
/s/ M. Kirk Walters Senior Vice President, Treasurer July 15, 1999
- ------------------------------------------------ and Chief Accounting Officer
M. Kirk Walters
</TABLE>
II-5
<PAGE> 20
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
Director
- ------------------------------------------------
Albert M. Austin
/s/ George W. Bryan Director July 15, 1999
- ------------------------------------------------
George W. Bryan
/s/ James E. Harwood Director July 15, 1999
- ------------------------------------------------
James E. Harwood
/s/ C.E. Heiligenstein Director July 15, 1999
- ------------------------------------------------
C.E. Heiligenstein
/s/ Carl G. Hogan Director July 15, 1999
- ------------------------------------------------
Carl G. Hogan
/s/ S. Lee Kling Director July 15, 1999
- ------------------------------------------------
S. Lee Kling
/s/ Parnell S. Lewis Director July 15, 1999
- ------------------------------------------------
Parnell S. Lewis
/s/ C.J. Lowrance, III Director July 15, 1999
- ------------------------------------------------
C.J. Lowrance, III
/s/ V. Lane Rawlins Director July 15, 1999
- ------------------------------------------------
V. Lane Rawlins
/s/ Donald F. Schuppe Director July 15, 1999
- ------------------------------------------------
Donald F. Schuppe
/s/ David M. Thomas Director July 15, 1999
- ------------------------------------------------
David M. Thomas
/s/ Richard A. Trippeer, Jr. Director July 15, 1999
- ------------------------------------------------
Richard A. Trippeer, Jr.
/s/ Spence L. Wilson Director July 15, 1999
- ------------------------------------------------
Spence L. Wilson
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5
(UNION PLANTERS CORPORATION LOGO)
JULY 14, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: Shares of the Common Stock, $5.00 Par Value Per Share of Union Planters
Corporation,
Gentlemen:
The undersigned has participated in the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to 2,000,000 shares (the "Shares")
of common stock, $5.00 par value per share, (the "Common Stock") of Union
Planters Corporation (the "Corporation") which may be issued by the Corporation
pursuant to its Dividend Reinvestment and Stock Purchase Plan, as amended and
restated as of June 24, 1998 (the "Plan").
For purposes of rendering the opinion expressed herein, the undersigned has
examined the Corporation's corporate charter and all amendments thereto; the
Corporation's bylaws and amendments thereto; the Plan; and such of the
Corporation'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 the Corporation's
officers, 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.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, I am of the opinion that the Shares are duly authorized and, when issued
and sold in accordance with the Registration Statement, the prospectus delivered
to participants in the Plan pursuant to the requirements of the Securities Act
of 1933, as amended (the "Prospectus"), the pertinent provisions of any
applicable state securities laws and the Plan, will be duly and validly issued,
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 expresses no opinion with respect to the laws other than
those of the State of Tennessee and of the United States of America.
P.O. Box 387 - Memphis, Tennessee 38147
<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 undersigned being named as a party
rendering a legal opinion under Item 5 of the Registration Statement and 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 the
Corporation and therefore is not independent from the Corporation.
Yours very truly,
UNION PLANTERS CORPORATION
/s/ E. JAMES HOUSE, JR.
E. James House, Jr.
EJH/gb
EJH/gb
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Union Planters
Corporation of our report dated January 21, 1999, except as to Note 2 which is
as of March 5, 1999, relating to the financial statements, which appears on page
37 of Union Planters Corporation's 1998 Annual Report to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
Memphis, Tennessee
July 15, 1999
<PAGE> 1
EXHIBIT 99
AUTHORIZATION FORM
To: Shareholders of Union Planters Corporation
By signing the authorization on the other side of this card and returning it to
us, you may participate in the Union Planters Corporation Amended and Restated
Dividend Reinvestment and Stock Purchase Plan as described in the accompanying
Prospectus. You may elect by checking the appropriate box or boxes to reinvest
all or some portion of the cash dividends on your shares of Common Stock of the
Company, or to make voluntary cash payments to purchase more shares, or do both.
<TABLE>
<S> <C> <C>
1. [ ] I wish to reinvest my cash dividends on all of my shares of
Common Stock.
2. [ ] I wish to reinvest my cash dividends on --------------- of
my shares of Common Stock.
3. [ ] I wish to make optional cash payments, and enclose a check
for my initial voluntary cash payment of $ ---------------
(minimum $100 per payment and maximum $2,000 per calendar
quarter).
</TABLE>
(This is not a Proxy. Please make your election above and sign the Authorization
Card on the reverse side.)
AUTHORIZATION
--------------------------------
Taxpayer Identification Number
(if any)
To: Union Planters Corporation and Union Planters Bank, National Association,
Corporate Trust Operations, as Plan Administrator, or its duly appointed
successor:
Upon my election to reinvest all or some portion of my cash dividends as I have
indicated on the reverse side (if applicable), I hereby authorize and direct
Union Planters Corporation (the "Company") to pay to Union Planters Bank,
National Association, Corporate Trust Operations ("Plan Administrator") for my
account cash dividends payable to me on Common Stock of the Company registered
in my name.
I hereby appoint the Plan Administrator or its duly appointed successor as my
agent, subject to the Terms and Conditions set forth in the Prospectus covering
the Union Planters Corporation Amended and Restated Dividend Reinvestment and
Stock Purchase Plan, a copy of which I have received and read. I hereby
authorize the Plan Administrator, to the extent I have indicated on the reverse
side or may properly indicate hereafter, to take all actions necessary to apply
cash dividends payable on shares of Common Stock of the Company registered in my
name and/or all my voluntary cash payments made in accordance with the Plan to
the purchase of whole and fractional shares of Common Stock of the Company.
In the event that the certificates representing shares purchased by me are held
by the Plan Administrator or its nominee, I hereby authorize the Plan
Administrator or its nominee to merge such certificates into one or more
certificates of larger denominations.
This authorization and appointment is given with the understanding that I may
terminate it at any time by notifying the Plan Administrator in writing at least
fifteen (15) days before the Record Date for any dividend payment or before any
Investment Date.
---------------------------------------
Printed or Typed Name
---------------------------------------
Signature
---------------------------------------
Printed or Typed Name
---------------------------------------
Signature
---------------------------------------
Dated
Please sign exactly as your name(s)
appears on your stock certificate. This
authorization is invalid unless signed
by all persons whose names appear on
your stock certificate.
