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As filed with the Securities and Exchange Commission March 24, 1999.
File No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- ------------------------------------------------------------------------------
UNION PLANTERS CORPORATION
(Exact Name of Issuer as Specified in its Charter)
TENNESSEE 62-0859007
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6596
(Address, including zip code, and telephone number of Principal
Executive Offices)
CAPITAL FACTORS HOLDING, INC. STOCK OPTION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
E. JAMES HOUSE, JR. COPY TO:
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT MICHAEL L. STEVENS
UNION PLANTERS CORPORATION ALSTON & BIRD LLP
7130 GOODLETT FARMS PARKWAY ONE ATLANTIC CENTER
MEMPHIS, TENNESSEE 38018 1201 WEST PEACHTREE STREET, NW
(901) 580-6596 ATLANTA, GEORGIA 30309-3424
(Name and address of agent for service) (404) 881-7970
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration Fee (2)
Per Unit Offering Price
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par
value (and associated 54,092 $23.54 (3) $1,273,325.68 (3) $353.98
Preferred Share Rights)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $5.00 par
value (and associated 14,286 $37.38 (4) $534,010.68 (4) $148.46
Preferred Share Rights)
- --------------------------------------------------------------------------------------------------------------------
AGGREGATE 68,378 $1,807,336.36 $502.44
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------
(1) Includes an aggregate of 68,378 shares issuable under the Capital
Factors Holding, Inc. Stock Option Plan, as amended; plus such additional
shares as may be issued by reason of stock splits, stock dividends or similar
transactions.
(2) Determined in accordance with Rule 457(h)(1), the registration fee
calculation is based on the price at which the options may be exercised.
(3) The offering price for the 54,092 shares subject to options granted
on July 16, 1996 and currently outstanding under the Capital Factors Holding,
Inc. Stock Option Plan is the applicable option exercise price of $23.54.
(4) The offering price for the 14,286 shares subject to options granted on
April 25, 1997 and currently outstanding under the Capital Factors Holding,
Inc. Stock Option Plan is the applicable option exercise price of $37.38.
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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide,
without charge, the documents incorporated by reference in Item 3 of Part II of
this Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge,
upon written or oral request, other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for the above mentioned
information, should be directed to E. James House, Jr., Secretary and Manager
of the Legal Department, at (901) 580-6596.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Union Planters Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (provided that any information included or incorporated
by reference in response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K
of the Securities and Exchange Commission shall not be deemed to be
incorporated herein and is not part of the Registration Statement);
(b) The Registrant's Current Report on Form 8-K dated January 21,
1999;
(c) 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 Exchange Act for the Registrant's Annual
Meeting of Shareholders to be held on April 15, 1999;
(d) The Registrant's Registration Statement on Form 8-A dated
January 22, 1999 (File No. 1-10160), in connection with the Registrant's
designation and authorization of its Series F Preferred Stock; and
(e) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement under Section 12(b) of the Exchange
Act 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
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
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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 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
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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;
(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 this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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
being 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.
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(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
Registrant 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/ BENJAMIN W. RAWLINS, JR.
--------------------------------------
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 in the capacities and on the date indicated.
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<CAPTION>
Name Capacity Date
<S> <C> <C>
/s/ BENJAMIN W. RAWLINS, JR
- ------------------------------- Chairman of the Board, Chief Executive January 21, 1999
Benjamin W. Rawlins, Jr. Officer, Director
(Principal Executive Officer)
Executive Vice President and January 21, 1999
/s/ JOHN W. PARKER Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
John W. Parker
/s/ M. KIRK WALTERS Senior Vice President, Treasurer January 21, 1999
- ------------------------------- and Chief Accounting Officer
M. Kirk Walters
/s/ ALBERT M. AUSTIN Director January 21, 1999
- -------------------------------
Albert M. Austin
</TABLE>
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<TABLE>
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<S> <C> <C>
/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. HEILINGENSTEIN 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
- ------------------------------
C. J. Lowrance, III
/s/ JACKSON W. MOORE President, Chief Operating Officer and January 21, 1999
- ------------------------------- Director
Jackson W. Moore
/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
- -------------------------------
Donald F. Schuppe
/s/ DAVID M. THOMAS Director January 21, 1999
- -------------------------------
David M. Thomas
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ RICHARD A. TRIPPEER, JR. Director January 21, 1999
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Richard A. Trippeer, Jr.
Director
- -------------------------------
Spence L. Wilson
</TABLE>
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Restated Charter of Union Planters Corporation, as
amended. (Incorporated by reference to Exhibit 3 to
the Registrant's Registration Statement on Form 8-A
dated January 21, 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 E. James House, Jr., Secretary and
Manager of the Legal Department of Union Planters
Corporation (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Union Planters Corporation]
March 18, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 68,378 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 68,378 shares of
UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") which may
be issued by UPC pursuant to the Capital Factors Holding, Inc. Stock Option
Plan, as amended (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.
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.
<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 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
<PAGE> 1
EXHIBIT 23.2
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 January
21, 1999, except as to Note 2 which is as of March 5, 1999, which appears on
page 37 of the 1998 Annual Report to Shareholders of Union Planters
Corporation, which is incorporated by reference in Union Planters Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Memphis, Tennessee
March 22, 1999
