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As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNION PLANTERS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 6712 62-0859007
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S.
Incorporation or Organization) Classification Code Number) Employer
Identification
No.)
7130 GOODLETT FARMS PARKWAY, MEMPHIS, TENNESSEE 38018; (901) 580-6000
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(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
THE AMBANC CORP. AMENDED NONQUALIFIED STOCK OPTION PLAN
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(Full title of the plan)
E. JAMES HOUSE, JR. WITH COPIES TO:
SECRETARY AND MANAGER OF THE LEGAL VIRGINIA B. WILSON, ESQ.
DEPARTMENT WYATT, TARRANT & COMBS
UNION PLANTERS CORPORATION 6075 POPLAR AVENUE, SUITE 650
7130 GOODLETT FARMS PARKWAY MEMPHIS, TENNESSEE 38119
MEMPHIS, TENNESSEE 38018 (901) 537-2164
(901) 580-6596
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(Name and address of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING REGISTRATION
PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock,
$5.00 par value (and 9,527 Not Applicable Not Applicable $0
associated Preferred
Share Rights)
</TABLE>
(1) Plus such additional shares as may be issued pursuant to stock splits, stock
dividends and other transactions.
(2) The shares registered pursuant to this Registration Statement and pursuant
to the requirements of Rule 429(b) under the Securities Act of 1933, as amended
were previously included in the Registration Statements on Form S-4
(Registration No. 333-56235 (3,398,000 shares), for which the appropriate
registration fee of $26,814.47 was paid.
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PART II
INFORMATION REQUIRED IN THE 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, 1997 (provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i), (k), or (l) of
Regulation S-K of the Securities and Exchange Commission shall not be deemed to
be incorporated herein and is not part of the Registration Statement);
2. The Registrant's Quarterly Report on Form 10-Q for
the three months ended March 31, 1998, and the amendment thereto filed on Form
10-Q/A
3. The Registrant's Quarterly Report on Form 10-Q for
the six months ended June 30, 1998;
4. The Registrant's Quarterly Report on Form 10-Q for
the nine months ended September 30, 1998 (which includes restated consolidated
financial statements of Registrant and related management's discussion and
analysis of financial condition and results of operations of Registrant, giving
effect to the acquisitions Registrant has consummated since December 31, 1997);
5 The Registrant's Current Reports on Form 8-K dated
January 15, 1998, February 22, 1998, April 16, 1998, July 10, 1998, July 16,
1998, September 1, 1998, September 8, 1998, October 15, 1998, October 16, 1998,
and January 22, 1999;
6. The description of the current management and board
of directors of the Registrant contained in the Proxy Statement of the
Registrant filed pursuant to Section 14(a) of the Securities Exchange Act of
1934 for the Registrant's Annual Meeting of Shareholders held on April 16, 1998;
7. The Registrant's Registration Statement on Form 8-A
dated January 22, 1999, (SEC File No. 1-10160) in connection with the
Registrant's designation and authorization of its Series F Preferred Stock; and
8. The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement under Section 12(b) of the
Securities Exchange Act of 1934 and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and
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to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Registrant's Common Stock
offered pursuant to the Registration Statement will be passed upon by E. James
House, Jr., Secretary and Manager of the Legal Department of the Registrant. E.
James House, Jr. is an officer of and receives compensation from the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the
Corporation may indemnify or purchase and maintain insurance to
indemnify any of its directors, officers, employees or agents and any
persons who may serve at the request of the Corporation as directors,
officers, employees, trustees or agents of any other corporation, firm,
association, national banking association, state-chartered bank, trust
company, business trust, organization or any other type of entity
whether or not the Corporation shall have any ownership interest in
such entity. Such indemnification(s) may be provided for in the Bylaws,
or by resolution of the Board of Directors or by appropriate contract
with the person involved.
Article V, INDEMNIFICATION, of the Registrant's Amended and Restated Bylaws
provides as follows:
The Corporation does hereby indemnify its directors
and officers to the fullest extent permitted by the laws of the State
of Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may
indemnify any other person to the extent permitted by the Charter and
by applicable law.
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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 rea sonable
expenses (including attorneys' fees) actually and necessarily incurred by him in
connection with any threatened or pending suit or proceeding or any appeal
thereof (other than an action by or in the right of the corporation), whether
civil or criminal, by reason of the fact that he is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer, employee or agent of another corporation of any type or
kind, domestic or foreign, if such director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings only, in addition, had no
reasonable cause to believe that his conduct was unlawful. A Tennessee
corporation may indemnify a director or officer thereof in a suit by or in the
right of the corporation against amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred as a
result of such suit unless such director or officer did not act in good faith or
with the degree of diligence, care and skill which ordinary prudent men exercise
under similar circumstances and in like positions.
A person who has been wholly successful, on the merits or
otherwise, in the defense of any of the foregoing types of suits or proceedings
is entitled to indemnification for the foregoing amounts. A person who has not
been wholly successful in any such suit or proceeding may be indemnified only
upon the order of a court or a finding that the director or officer met the
required statutory standard of conduct by (i) a majority vote of a disinterested
quorum of the Board of Direc tors, (ii) the Board of Directors based upon the
written opinion of independent legal counsel to such effect, or (iii) a vote to
the shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective
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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 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 15th day of
October, 1998.
UNION PLANTERS CORPORATION
By: /s/ Benjamin W. Rawlins, Jr.
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Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. James House, Jr. and M. Kirk
Walters, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed below by the following
persons as of the 15th day of October, 1998 in the capacities indicated.
Name Capacity Date
- ---- -------- ----
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board. October 15, 1998
- ------------------------------ Chief Executive Officer,
Benjamin W. Rawlins, Jr. Director (Principal
Executive Officer)
/s/ John W. Parker Executive Vice President October 15, 1998
- ------------------------------ and Chief Financial
John W. Parker Officer (Principal
Financial Officer)
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/s/ M. Kirk Walters Senior Vice President, October 15, 1998
- -------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
Director
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Albert M. Austin
/s/ Marvin E. Bruce Director October 15, 1998
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Marvin E. Bruce
Director
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George W. Bryan
/s/ James E. Harwood Director October 15, 1998
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James E. Harwood
Director
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Parnell S. Lewis, Jr.
/s/ C.J. Lowrance, III Director October 15, 1998
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C.J. Lowrance, III
/s/ Jackson W. Moore President, Chief Operating October 15, 1998
- -------------------------- Officer and Director
Jackson W. Moore
/s/ Stanley D. Overton Director October 15, 1998
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Stanley D. Overton
/s/ V. Lane Rawlins Director October 15, 1998
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V. Lane Rawlins
/s/ Donald F. Schuppe Director October 15, 1998
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Donald F. Schuppe
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/s/ David M. Thomas Director October 15, 1998
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David M. Thomas
Director
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Richard A. Trippeer, Jr.
/s/ Spence L. Wilson Director October 15, 1998
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Spence L. Wilson
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EXHIBIT INDEX
4.1 Restated Charter of Union Planters Corporation, as amended.
(Incorporated by reference to Exhibit 3 to the Registrant's
Registration Statement on Form 8A dated January 22, 1999 (File No.
1-10160).)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to Exhibit 3(d) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (File
No. 1-10160).)
5.1 Opinion of E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation, as to the validity of the
shares of the Common Stock of Union Planters Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants for
Union Planters Corporation.
23.2 Consent of E. James House, Jr., Secretary and Manager of the Legal
Department of Union Planters Corporation (included in Exhibit 5.1).
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EXHIBIT 5.1
[Letterhead of Union Planters Corporation]
January 22, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 9,527 Shares of the Common Stock, $5.00 Par Value Per
Share of Union Planters Corporation, a Tennessee
Corporation ("UPC")
Gentlemen:
The undersigned has participated in the preparation of a
registration statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission in respect to not more than 9,527
shares of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock")
which may be issued by UPC pursuant to The AMBANC Corp. Amended Nonqualified
Stock Option Plan (the "Plan").
For purposes of rendering the opinion expressed herein, the
undersigned has examined UPC's corporate charter and all amendments thereto;
UPC's bylaws and amendments thereto; and such of UPC's corporate records as the
undersigned has deemed necessary and material to rendering the undersigned's
opinion. The undersigned has relied upon certificates of public officials and
representations of UPC officials, and has assumed that all documents examined by
the undersigned as originals are authentic, that all documents submitted to the
undersigned as photocopies are exact duplicates of original documents, and that
all signatures on all documents are genuine.
Further, the undersigned is familiar with and has supervised
all corporate action taken in connection with the authorization of the issuance
and offering of the subject securities.
Based upon and subject to the foregoing and subsequent
assumptions, qualifications and exceptions, it is the undersigned's opinion
that:
1. UPC is a duly organized and validly existing
corporation in good standing under the laws of the State of Tennessee and has
all requisite power and authority to issue, sell and deliver the subject
securities, and to carry on its business and own its property; and
2. The shares of UPC Common Stock to be issued by UPC
pursuant to the Plan will be duly authorized and when issued by UPC in
accordance therewith, such shares of UPC Common Stock will be fully paid and
nonassessable.
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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 effect of
any laws other than those of the State of Tennessee and of the United States of
America.
(b) The opinion stated herein is based upon statutes,
regulations, rules, court decisions and other authorities existing and effective
as of the date of this opinion, and the undersigned undertakes no responsibility
to update or supplement said opinion in the event of or in response to any
subsequent changes in the law or said authorities, or upon the occurrence after
the date hereof of events or circumstances that, if occurring prior to the date
hereof, might have resulted in a different opinion.
(c) This opinion is limited to the legal matters
expressly set forth herein, and no opinion is to be implied or inferred beyond
the legal matters expressly so addressed.
The undersigned hereby consents to the filing of this opinion
with the Securities and Exchange Commission as well as all state regulatory
bodies and jurisdictions where qualification is sought for the sale of the
subject securities.
The undersigned is an officer of, and receives compensation
from UPC and therefore, is not independent from UPC.
Yours very truly,
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
-------------------------------
E. James House, Jr.
Manager, Legal Division
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Union Planters Corporation of our report dated October
15, 1998, which appears on page B-2 of Exhibit 99.1 in the quarterly report on
Form 10-Q for the quarter ended September 30, 1998 of Union Planters
Corporation..
PricewaterhouseCoopers LLP
Memphis, Tennessee
January 21, 1999
