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As filed with the Securities and Exchange Commission on January 27, 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)
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<S> <C> <C>
TENNESSEE 6712 62-0859007
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
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)
Stock Option Agreement, dated May 10, 1994, by and between
Southeast Bancorp, Inc. and James Rickard
Agreement, dated December 23, 1996, by and between
Southeast Bancorp, Inc. and James D. Rickard
Agreement, dated December 24, 1996, by and between
Southeast Bancorp, Inc. and Robert R. Bryant
Agreement, dated December 24, 1996, by and between
Southeast Bancorp, Inc. and Timothy E. Barnes
Agreement, dated December 24, 1996, by and between
Southeast Bancorp, Inc. and Steven Tolliver
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(Full title of the plans)
E. James House, Jr. WITH COPIES TO:
Secretary And Manager of The Legal Department J. Allen Roberts
Union Planters Corporation Wyatt, Tarrant & Combs
7130 Goodlett Farms Parkway 6075 Poplar Avenue, Suite 650
Memphis, Tennessee 38018 Memphis, Tennessee 38119
(901) 580-6596 (901) 537-1031
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(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, 45,912 (1) Not Applicable (2) Not Applicable (2) $0 (2)
$5.00 par value (and
associated Preferred
Share Rights)
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(1) Includes 2,374 shares issuable under the Stock Option Agreement dated May
10, 1994 between Southeast Bancorp, Inc. and James Rickard; 35,610 shares
issuable under the Agreement dated December 23, 1996 between Southeast Bancorp,
Inc. and James D. Rickard; 2,374 shares issuable under the Agreement dated
December 24, 1996 between Southeast Bancorp, Inc. and Robert R. Bryant; 2,587
shares issuable under the Agreement dated December 24, 1996 between Southeast
Bancorp, Inc. and Steven Tolliver; 2,967 shares issuable under the Agreement
dated December 24, 1996 between Southeast Bancorp, Inc. and Timothy E. Barnes;
plus in each case such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
(2) The shares registered pursuant to this Registration Statement and pursuant
to the requirements of Rule 429(b) of the Securities Act of 1933, as amended,
were previously included in the Registration Statements on Form S-4
(Registration No. 333-67597 (1,250,005 shares), for which the appropriate
registration fee of $7,225.22 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 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
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filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Registrant's Common Stock
offered pursuant to the Registration Statement will be passed upon by E. James
House, Jr., Secretary and Manager of the Legal Department of the Registrant. E.
James House, Jr. is an officer of and receives compensation from the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law,
the Corporation may indemnify or purchase and maintain insurance to
indemnify any of its directors, officers, employees or agents and any
persons who may serve at the request of the Corporation as directors,
officers, employees, trustees or agents of any other corporation,
firm, association, national banking association, state-chartered bank,
trust company, business trust, organization or any other type of
entity whether or not the Corporation shall have any ownership
interest in such entity. Such indemnification(s) may be provided for
in the Bylaws, or by resolution of the Board of Directors or by
appropriate contract with the person involved.
Article V, INDEMNIFICATION, of the Registrant's Amended and Restated Bylaws
provides as follows:
The Corporation does hereby indemnify its directors
and officers to the fullest extent permitted by the laws of the State
of Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation
may indemnify any other person to the extent permitted by the Charter
and by applicable law.
Indemnification of corporate directors and officers is
governed by Sections 48-18-501 through 48-18-509 of the Tennessee Business
Corporation Act (the "Act"). Under the Act, a person may be indemnified by a
corporation against judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and necessarily incurred by him
in connection with any threatened or pending suit or proceeding or any appeal
thereof (other than an action by or in the right of the corporation), whether
civil or criminal, by reason of the fact that he is or was a director or
officer of the corporation or is or was serving at the request of the
corporation as a director or officer, employee or agent of another corporation
of any type or kind, domestic or foreign, if such director or officer acted in
good faith for a purpose which he reasonably believed to be in the best
interest of the corporation and, in criminal actions or proceedings only, in
addition, had no reasonable cause to believe that his conduct was unlawful. A
Tennessee corporation may indemnify a director or officer thereof in a suit by
or in the right 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
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such director or officer did not act in good faith or with the degree of
diligence, care and skill which ordinary prudent men exercise under similar
circumstances and in like positions.
A person who has been wholly successful, on the merits or
otherwise, in the defense of any of the foregoing types of suits or proceedings
is entitled to indemnification for the foregoing amounts. A person who has not
been wholly successful in any such suit or proceeding may be indemnified only
upon the order of a court or a finding that the director or officer met the
required statutory standard of conduct by (i) a majority vote of a
disinterested quorum of the Board of Directors, (ii) the Board of Directors
based upon the written opinion of independent legal counsel to such effect, or
(iii) a vote to the shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. 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.
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(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 21st day of
January, 1999.
UNION PLANTERS CORPORATION
By: /s/ E. James House, Jr.
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E. James House, Jr.
Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. James House, Jr. and M.
Kirk Walters, and each of them, with the power to act without the other, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her, and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed below by the following
persons as of the 21st day of January, 1999 in the capacities indicated.
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Name Capacity Date
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/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, January 21, 1999
- ----------------------------------- Chief Executive Officer,
Benjamin W. Rawlins, Jr. Director (Principal
Executive Officer)
/s/ Jackson W. Moore President, Chief Operating January 21, 1999
- ----------------------------------- Officer and Director
Jackson W. Moore
/s/ John W. Parker Executive Vice President January 21, 1999
- ----------------------------------- and Chief Financial Officer
John W. Parker (Principal Financial Officer)
/s/ M. Kirk Walters Senior Vice President, January 21, 1999
- ----------------------------------- Treasurer and Chief
M. Kirk Walters Accounting Officer
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/s/ Albert M. Austin Director January 21, 1999
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Albert M. Austin
/s/ Marvin E. Bruce Director January 21, 1999
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Marvin E. Bruce
Director
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George W. Bryan
/s/ James E. Harwood Director January 21, 1999
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James E. Harwood
/s/ C. E. Heiligenstein Director January 21, 1999
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C. E. Heiligenstein
/s/ Carl G. Hogan, Sr. Director January 21, 1999
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Carl G. Hogan, Sr.
/s/ S. Lee Kling Director January 21, 1999
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S. Lee Kling
/s/ Parnell S. Lewis, Jr. Director January 21, 1999
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Parnell S. Lewis, Jr.
/s/ C.J. Lowrance, III Director January 21, 1999
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C.J. Lowrance, III
/s/ Stanley D. Overton Director January 21, 1999
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Stanley D. Overton
Director
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Dr. V. Lane Rawlins
/s/ Donald F. Schuppe Director January 21, 1999
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Donald F. Schuppe
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/s/ David M. Thomas Director January 21, 1999
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David M. Thomas
/s/ Richard A. Trippeer, Jr. Director January 21, 1999
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Richard A. Trippeer, Jr.
Director
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Spence L. Wilson
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EXHIBIT INDEX
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4.1 Restated Charter of Union Planters Corporation, as amended.
(Incorporated by reference to Exhibit B 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
[Union Planters Corporation Letterhead]
January 22, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 45,912 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 45,912 shares of
UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") which may
be issued by UPC pursuant to the Stock Option Agreement dated May 10, 1994
between Southeast Bancorp, Inc, and James Rickard; Agreement dated December 23,
1996 by and between Southeast Bancorp, Inc. and James D. Rickard; Agreement
dated December 24, 1996 by and between Southeast Bancorp, Inc. and Robert R.
Bryant; Agreement dated December 24, 1996 by and between Southeast Bancorp,
Inc. and Timothy E. Barnes; Agreement dated December 24, 1996 by and between
Southeast Bancorp, Inc. and Steven Tolliver (the "Agreements").
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:
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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 Agreements will be duly authorized and when issued by UPC in accordance
therewith, such shares of UPC Common Stock will be fully paid and
nonassessable.
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions:
(a) The undersigned is licensed to practice law only in the State
of Tennessee and 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
/s/ E. James House, Jr.
E. James House, Jr.
Manager, Legal Division
EJH/gb
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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.
/s/ PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP
Memphis, Tennessee
January 21, 1999
