<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the fiscal year ended December 31, 1999
-----------------
Or
[ ] Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required).
For the transition period from ________________ to _________________
Commission File Number: 1-10160
UNION PLANTERS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
UNION PLANTERS CORPORATION
(Name of Issuer of Certain Securities Held Pursuant to the Plan)
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000
<PAGE> 2
REQUIRED INFORMATION
The Union Planters Corporation 401(k) Retirement Savings Plan is subject to
ERISA and elects to file Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA as permitted by
Paragraph 4.
The Union Planters Corporation 401(k) Retirement Savings Plan Financial
Statements and Additional Information as of December 31, 1999 annexed as Exhibit
A hereto are hereby incorporated by reference herein, and are included as a part
of this Annual Report.
Additional Exhibit:
23 Consent of PricewaterhouseCoopers LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan's Administrative Committee has duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
UNION PLANTERS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN
Date: June 21, 2000
By: /s/ Emmett J. House
------------------------------------
Emmett J. House,
a Co-Administrator of the Plan
By: /s/ M. Kirk Walters
------------------------------------
M. Kirk Walters,
a Co-Administrator of the Plan
<PAGE> 3
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1999 AND 1998
<PAGE> 4
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants ................................. 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits ................ 2
Statements of Changes in Net Assets Available for Benefits ..... 3
Notes to Financial Statements .................................. 4-10
ADDITIONAL INFORMATION*
Schedule of Investments at December 31, 1999 ................... 11
Schedule of Reportable Transactions for the Year Ended
December 31, 1999 ............................................. 12
</TABLE>
*All other schedules required by the Department of Labor Rules
and Regulations are omitted because they are not applicable
or the required information is included in the financial
statements or accompanying notes.
<PAGE> 5
[PRICEWATERHOUSECOOPERS LLP LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee
of the Union Planters Corporation 401(k)
Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Union Planters Corporation 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of investments
and reportable transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/S/PricewaterhouseCoopers LLP
June 7, 2000
<PAGE> 6
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Investments, at fair value
Short-term investments $ 28,051,044 $ 6,328,152
Common stock 88,793,890 62,820,549
Equity common trust funds 100,372,228 48,332,558
Fixed income common trust funds 27,538,229 26,058,669
Notes receivable from participants 1,166,001 648,637
------------ ------------
Total investments (cost $157,939,460 and $91,441,580
at December 31, 1999 and 1998, respectively) 245,921,392 144,188,565
Cash -- 1,610,042
Accrued interest and dividends receivable 108,410 --
------------ ------------
Total assets 246,029,802 145,798,607
------------ ------------
LIABILITIES
Due to brokers 10,500 2,072,347
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $246,019,302 $143,726,260
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 7
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
1999 1998
------------- -------------
<S> <C> <C>
INVESTMENT INCOME
Interest and dividends $ 4,730,106 $ 3,103,293
Net appreciation (depreciation) in the
fair value of investments 16,966,121 (23,314,891)
------------- -------------
Net investment income (loss) 21,696,227 (20,211,598)
------------- -------------
CONTRIBUTIONS AND ROLLOVERS
Employee contributions 16,998,512 11,206,548
Employer contributions 8,140,922 5,163,038
Rollovers of assets (Note 5)
Cash 6,333,252 1,129,254
Common stock of Union Planters Corporation 528,580 527,888
------------- -------------
Total contributions and rollovers 32,001,266 18,026,728
------------- -------------
OTHER RECEIPTS 574,881 7,255
------------- -------------
Total additions (deductions) 54,272,374 (2,177,615)
------------- -------------
DISBURSEMENTS
Payments to participants (31,151,296) (18,856,099)
Other -- (3,250)
------------- -------------
Total disbursements (31,151,296) (18,859,349)
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS
Net increase (decrease) 23,121,078 (21,036,964)
Mergers of other plans (Note 1) 79,171,964 5,771,877
At beginning of year 143,726,260 158,991,347
------------- -------------
At end of year $ 246,019,302 $ 143,726,260
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 8
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of Union Planters Corporation (the
"Corporation") 401(k) Retirement Savings Plan (the "Plan") are prepared
using the accrual basis of accounting.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions. Actual results could differ from these
estimates.
BASIS OF PRESENTATION
During the year ended December 31, 1999, various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
PLAN NAME DATE AT MERGER DATE
--------- ------ --------------
<S> <C> <C>
AMBANC Retirement and Savings Plan July 9, 1999 $ 10,602,476
First State Bank, Inc. Employee Stock Ownership Plan September 30, 1999 5,026,721
First National Bank & Trust of Corbin 401(k) Plan September 30, 1999 2,389,090
Magna Group, Inc. Savings and Stock Investment Plan January 1, 1999 60,139,248
Bank of La Place Employees' 401(k) Plan May 31, 1999 1,014,429
------------
$ 79,171,964
------------
</TABLE>
During the year ended December 31, 1998 various plans of the Corporation's
subsidiaries were merged with the Plan as follows:
<TABLE>
<CAPTION>
MERGER NET ASSETS
PLAN NAME DATE AT MERGER DATE
--------- ------ --------------
<S> <C> <C>
Alvin State Bank 401(k) Plan December 11, 1998 $ 901,798
Acadian Bank 401(k) Plan February 27, 1998 147,797
City Bank & Trust 401(k) Plan July 8, 1998 3,790,355
Merchants and Farmers Bank 401(k) Plan September 16, 1998 931,927
----------
$5,771,877
----------
</TABLE>
INVESTMENTS
Investments of the Plan are stated at fair value determined by quoted
prices in an active market, if available. The fair value shown for
investments in common trust funds represents the estimated fair value as
determined in good faith by the trustees of the funds. Many factors are
considered in arriving at fair value; however, the realization value is the
primary factor. The Plan recognizes realized gains and losses using the
revalued cost method whereby realized gains and losses are calculated on
sales proceeds less current value at the beginning of the year or
acquisition cost if acquired during the year. Unrealized gains and losses
are calculated as the current value of the investment held at the end of
the year less the current value at the beginning of the year or acquisition
cost if acquired during the year. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis.
4
<PAGE> 9
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DISTRIBUTIONS PAYABLE
Benefit payments payable to terminated participants totaling $13,431,562
and $6,169,626 at December 31, 1999 and 1998, respectively, have not been
included as liabilities in the accompanying statements of net assets
available for benefits.
Beginning with the Plan year ended December 31, 1995, the option to defer
payment of benefits was offered to terminating participants. The following
summarizes, by fund, the amount of deferred benefits allocated to
participants but not yet distributed at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
DECEMBER 31,
FUND INFORMATION 1999 1998
---------------- ---- ----
<S> <C> <C>
Money Market $ 351,733 $ 114,478
Fixed Income 158,978 311,366
Balanced 1,531,699 1,217,367
Equity 1,408,628 1,576,087
Growth & Income 168,094 --
Bond 12,965 --
Common Stock 4,639,005 5,379,245
---------- ----------
$8,271,102 $8,598,543
---------- ----------
</TABLE>
2. PLAN DESCRIPTION
The following description of the Union Planters Corporation 401(k)
Retirement Savings Plan provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
GENERAL
The Union Planters Corporation Thrift and Savings Plan and the Union
Planters Corporation Thrift and Savings Trust were adopted effective
January 1, 1982 and restated effective January 1, 1986 to maintain
compliance with certain legislative requirements which had been revised.
Effective January 1, 1989, the Union Planters Corporation Thrift and
Savings Plan was converted into the Union Planters Corporation 401(k)
Retirement Savings Plan. In July 1994, the Plan was amended to permit each
participant in the Plan to elect among five investment fund options,
including shares of Union Planters Corporation Common Stock having a par
value of $5.00 per share, commencing December 1, 1994. Before this
amendment, the participants were permitted no such investment choices under
the Plan. Accordingly, on December 1, 1994, certain investments held by the
Plan were transferred at fair value to certain common trust funds managed
by Union Planters Bank, National Association, a wholly-owned subsidiary of
the Corporation, in exchange for equivalent value interests in the common
trust funds. In January 1999, the Administrative Committee of the Plan (the
"Committee") elected to introduce two discretionary proprietary funds as
investment options available to participants. These additional investment
options were the Magna Growth and
5
<PAGE> 10
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
Income Fund and the Magna Intermediate Government Bond Fund. Both funds
were established in 1994 and are administered by the Trust Division of
Union Planters Bank, National Association. The Plan retained the original
five investment options for a total of seven investment options until
further resolution by the Committee.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by the Committee composed of certain Corporation affiliated
members appointed by the Corporation's Board of Directors (the "Board"). In
1986, the Board appointed Union Planters Bank, National Association, as
Trustee of the Plan. The Trustee receives all contributions and pays
benefits in accordance with instructions given by the Committee. The Plan
sponsor is the Corporation.
The Plan is available to all employees of the Corporation and its
participating subsidiaries who complete one year of service and work 1,000
or more hours per year. Participation may be elected by the employee the
first day of any month following the satisfaction of the eligibility
requirements.
CONTRIBUTIONS
In order to participate, the employee must elect a Member Basic
Contribution, which may be 1% to 16% of the employee's gross salary up to
$160,000 or Base Pay if Base Pay is greater than $160,000. The maximum
contribution allowable by law was $10,000 for the years ended December 31,
1999 and December 31, 1998. The amount is typically increased each year
based on the cost of living index. This contribution is made through pretax
payroll deductions and is matched by the Corporation up to 6% of
compensation based on a percentage determined by the employee's length of
service as follows: 50% for employees with up to 10 years of participating
service, 75% for employees with 10 to 25 years of participating service and
100% for employees with 25 or more years of participating service. The
matching percentage for employees who have participated in the Plan since
its inception is determined based on their years of total service rather
than their participating service.
The employee may also elect a rollover contribution which is not matched by
the Corporation. An employee receiving a lump sum distribution from a
qualified retirement plan may choose to invest all or part of that
distribution in the Plan. Participation in the Member Basic Contribution in
prior periods is not required to make a rollover contribution.
In addition to the normal matching of Member Basic Contributions, the
Corporation may elect to contribute an additional discretionary amount to
the Plan. No such additional contributions were made during the years ended
December 31, 1999 or 1998.
VESTING
Plan participants are 100% vested in their contributions, including
earnings through the most recent Plan year-end. Earnings become vested
interests in the Plan quarterly. Any non-vested earnings accruing during
the year in which an employee terminates are forfeited by the employee.
Additionally, vesting in Corporation contributions and related earnings
commences after five years of participating service with 100% vesting.
Total vesting also occurs upon total disability, death, retirement or other
events as defined by the Plan.
6
<PAGE> 11
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
As of each Plan year-end, any amounts which have been forfeited during the
Plan year are first made available to reinstate previously forfeited
balances of former participants. Remaining forfeitures, if any, are
allocated at the sole discretion of the Corporation. Upon retirement, total
disability or death, participants or their beneficiaries become eligible
for distribution within 60 days following the Plan year-end. Upon
termination, participants become eligible for distribution within 60 days
following the end of the month of such termination.
PARTICIPANT LOANS
The Plan Administrator may make loans to Plan participants only for
purposes of purchasing a primary residence or for post-secondary education
of an immediate family member. In no case may a loan exceed 50% of the
vested account balance, nor may any loan exceed $50,000. All loans will
bear interest at the Union Planters Bank, National Association consumer
prime rate (floating) and must generally be repaid within five years.
Repayments are normally made by regular payroll deduction.
PLAN TERMINATION
Although it has expressed no intent to do so, the Corporation has the right
under the terms of the Plan to discontinue its contributions and terminate
the Plan subject to the provisions of ERISA. In such event, Plan
participants would become 100% vested in all contributions and earnings.
OTHER
All necessary expenses of the Plan may be paid by the Plan; however, the
Corporation has customarily paid these expenses and presently intends to
continue this practice.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following seven investment options:
Money Market Option - Participant directed funds are invested in money
market funds which invest only in U.S. Government securities. Typically,
these investments are U.S. Treasury Bills and short-term U.S.
Treasury notes maturing in six months or less.
Fixed Income Option - Participant directed funds are primarily invested in
the Employee Benefit Trust's Fixed Income Fund of Union Planters Bank,
National Association and the Trust Advisor's Stable Value Plus Fund. These
funds invest in a wide range of high-quality, intermediate-term bonds and
investment contracts. Issuers include the U.S. Government, U.S. Government
agencies and well-known corporations, banks and insurance companies.
Balanced Option - Participant directed funds are primarily invested in the
Employee Benefit Trust's Equity Fund of Union Planters Bank, National
Association and the Employee Benefit Trust's Fixed Income Fund of Union
Planters Bank, National Association which provide a balanced portfolio of
bonds and stocks. This option has a long-term goal of investing 60% in
fixed income securities and 40% in equity securities.
7
<PAGE> 12
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
Equity Option - Participant directed funds are invested in the Employee
Benefit Trust's Equity Fund of Union Planters Bank, National Association
which invests in a broad mix of growth and income-oriented stocks and
mutual funds, including securities from international and global markets.
Common Stock Option - Participant directed funds are invested solely in
Union Planters Corporation common stock.
Growth and Income Option - Participant directed funds are invested in the
Magna Growth and Income Fund. The fund's portfolio consists of common
stocks, diversified across many different industries. The fund invests in
high quality common stocks and securities convertible into common stock
across various industries and economic sectors, and seeks to control market
risk while providing the opportunity for long-term growth.
Intermediate Bond Option - Participant directed funds are invested in the
Magna Intermediate Bond Fund primarily consisting of U.S. Government
securities, including U.S. Government agencies. The balance of this fund is
invested in very high-quality corporate bonds.
If a participant does not make a timely investment election with respect to
their entire account balance, their account balance (or undirected portion
thereof) will automatically be invested in the Balanced Option.
3. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
The following schedule details investments which represent 5% or more of
net assets available for benefits at December 31, 1999:
<TABLE>
<CAPTION>
UNITS/
NAME OF INVESTMENT PAR VALUE COST FAIR VALUE
------------------------------------------ --------- ----------- -----------
<S> <C> <C> <C>
COMMON STOCK
Union Planters Corporation Common
Stock 2,251,463 $51,539,557 $88,793,188
COMMON TRUST FUNDS
Employee Benefit Trust's Equity Fund
of Union Planters Bank, National
Association 342,586 36,927,748 76,538,303
Employee Benefit Trust's Fixed Income
Fund of Union Planters Bank, National
Association 227,404 20,627,760 22,732,070
Magna Growth and Income Fund 716,164 17,448,845 23,833,925
</TABLE>
8
<PAGE> 13
UNION PLANTERS CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS AVAILABLE FOR BENEFITS
(CONTINUED)
<TABLE>
<CAPTION>
UNITS/
SHORT-TERM INVESTMENTS PAR VALUE COST FAIR VALUE
------------------------------------- ---------- ----------- -----------
<S> <C> <C> <C>
Federated Treasury Obligations Fund 11,655,894 $11,655,894 $11,655,894
Trust Advisors Stable Value Plus Fund 465,182 10,329,868 12,389,461
</TABLE>
4. NET APPRECIATION (DEPRECIATION) IN THE FAIR VALUE OF INVESTMENTS
The net appreciation (depreciation) in the fair value of investments is
summarized as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
Common stock $ (9,166,281) $(30,891,056)
Common trust funds 26,132,402 7,576,165
------------ ------------
Net change in unrealized appreciation (depreciation)
in the fair value of investments $ 16,966,121 $(23,314,891)
------------ ------------
</TABLE>
5. ROLLOVERS OF ASSETS
During the years ended December 31, 1999 and 1998, the Plan received
rollovers of account balances from various participants in other retirement
and benefit plans totaling $6,861,832 and $1,657,142, respectively.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a money market fund managed by Union
Planters Bank, National Association, a wholly-owned subsidiary of the
Corporation, and common trust funds of Union Planters Bank, National
Association. Union Planters Bank, National Association, is the Trustee as
defined by the Plan; therefore, these transactions are considered
party-in-interest transactions. Additionally, the Plan held common stock of
the Corporation. As previously noted, all necessary expenses of the Plan
have been customarily paid by the Corporation.
9
<PAGE> 14
7. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated August 6, 1998 regarding the amendments to the Plan
relative to qualification under Section 401(k) and the Tax Reform Act of
1986.
8. SUBSEQUENT EVENTS
COMMON STOCK VALUATION
Subsequent to December 31, 1999, the fair value of the Plan's investment in
the common stock of the Corporation has decreased as follows:
<TABLE>
<CAPTION>
FAIR VALUE
DECEMBER 31, JUNE 7,
1999 2000(1)
------------ -----------
<S> <C> <C>
Union Planters Corporation common stock
(2,251,463 shares) $88,793,890 $72,744,770
</TABLE>
(1) Number based on a value of $32.31 per share.
PLAN MERGERS
Merchant Bancshares, Inc., Republic National Bank and Capital Bancorp were
acquired by and merged with Union Planters Bank, National Association
effective October 1, 1998, July 16, 1999 and August 28, 1999, respectively.
All assets are to be liquidated and transferred from the following defined
contribution plans into the Union Planters Corporation 401(k) Retirement
Savings Plan effective June 30, 2000:
PLAN NAME
---------
Merchants Bancshares, Inc. Employee Savings Plan
Republic National Bank of Miami 401(k) Plan
Union Planters Bank, National Association Retirement Savings Plan
(Former Capital Bancorp 401(k) Plan)
10
<PAGE> 15
UNION PLANTERS CORPORATION SCHEDULE I
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
UNITS/ FAIR
NAME OF INVESTMENT PAR VALUE COST VALUE
---------- ------------ ------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
Federated Treasury Obligations Fund 12,356,940 $ 12,356,940 $ 12,356,940
New York Life Insurance Company GIC 1,626,541 1,626,541 1,626,541
John Hancock Life Insurance Company 1,678,102 1,678,102 1,678,102
Trust Advisors Stable Value Plus Fund 465,182 10,329,868 12,389,461
------------ ------------
Total short-term investments 25,991,451 28,051,044
------------ ------------
COMMON STOCK
(*) Union Planters Corporation Common Stock 2,251,463 51,539,557 88,793,188
Other 450 3 702
------------ ------------
Total common stock 51,539,560 88,793,890
------------ ------------
EQUITY COMMON TRUST FUNDS
(*) Employee Benefit Trust's Equity Fund of
Union Planters Bank, National Association 342,586 36,927,748 76,538,303
(*) Magna Growth and Income Fund 716,164 17,448,845 23,833,925
------------ ------------
Total equity common trust funds 54,376,593 100,372,228
------------ ------------
FIXED INCOME COMMON TRUST FUNDS
(*) Employee Benefit Trust's Fixed Income Fund of
Union Planters Bank, National Association 227,404 20,627,760 22,732,070
(*) Magna Intermediate Government Bond Fund 217,770 2,707,024 2,574,042
Connecticut General Life Insurance 2,232,117 2,232,117 2,232,117
------------ ------------
Total fixed income common trust funds 25,566,901 27,538,229
------------ ------------
Total common trust funds 79,943,494 127,910,457
------------ ------------
NOTES RECEIVABLE FROM PARTICIPANTS
(*) Notes receivable from participants, secured by
vested interests in plan assets, interest at 7.18%
to 11% (Union Planters Bank, National Association
floating consumer prime rate), with original
maturities of one to seven years 1,166,001 1,166,001 1,166,001
------------ ------------
Total investments $158,640,506 $245,921,392
------------ ------------
</TABLE>
* Represents an investment with a party-in-interest.
11
<PAGE> 16
UNION PLANTERS CORPORATION SCHEDULE II
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SALES COST OF VALUE AT DATE GAIN ON
NAME OF INVESTMENT PROCEEDS(2) ASSETS OF TRANSACTION SALE(2)
------------------ ----------- ----------- -------------- -------
<S> <C> <C> <C> <C>
(*) Employee Benefit Equity Fund
Various purchases N/A $ 9,677,556 $ 9,677,556 N/A
Federated Short-Term U.S.
Government Trust Fund #57
Various purchases N/A 78,930,333 78,930,333 N/A
Various sales $70,432,068 70,432,068 70,432,068 None
(*) Magna Growth & Income Fund #5
Various purchases N/A 8,652,088 8,652,088 N/A
</TABLE>
(1) Reportable transactions are individual or groups of similar transactions
as defined which exceed 5% of Plan assets as of the beginning of the year.
(2) There were no expenses incidental to these transactions.
(*) Represents an investment with a party-in-interest.
12
