SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 18,
1997
PEOPLES FIRST CORPORATION
(Exact Name of Registrant as Specified in Charter)
Kentucky 0-16839 61-1023747
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
of Incorporation) No.)
100 South 4th Street, Paducah, Kentucky 42002-2200
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (502) 441-1207
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On November 17, 1997, Peoples First Corporation ("Peoples
First") and Union Planters Corporation ("UPC") entered into an
Agreement and Plan of Merger (the "Agreement"), pursuant to which
Peoples First will be acquired by UPC. In accordance with the
terms of the Agreement, UPC will acquire Peoples First pursuant
to the merger (the "Merger") of Peoples First with and into Union
Planters Holding Corporation, a wholly-owned subsidiary of UPC
organized under the laws of Tennessee.
Upon consummation of the Merger, each share of common stock
of Peoples First ("Peoples First Common Stock"), together with the
associated rights issued under Peoples First's Shareholders
Rights Agreement, (excluding shares as to which dissenter's
rights are exercised) issued and outstanding at the Effective
Time of the Merger will be converted into and exchanged for the
right to receive 0.6 shares of the $5.00 par value common stock
of UPC (the "UPC Common Stock"). This Exchange Ratio is subject
to possible adjustment as described below. Each share of UPC
Common Stock issued upon conversion of Peoples First Common Stock
in connection with the Merger will be accompanied by an UPC
associated preferred stock purchase right issued under UPC's
rights agreement.
In addition, at the Effective Time, all options to purchase
Peoples First Common Stock granted by Peoples First under its
existing stock plans outstanding at the Effective Time, whether
or not exercisable, will be converted into and become options to
purchase UPC Common Stock on a basis that reflects the Exchange Ratio.
The Merger is intended to constitute a tax-free transaction
under the Internal Revenue Code of 1986, as amended, and be
accounted for as a pooling of interests.
Consummation of the Merger is subject to various conditions,
including: (i) approval by the shareholders of Peoples First;
(ii) approval by the shareholders of UPC of an amendment to the
Restated Charter of UPC to increase the number of authorized
shares of UPC Common Stock to at least 150,000,000 and in any
event to a sufficient number of shares for the Merger; (iii)
certain regulatory approvals from the Board of Governors of the
Federal Reserve System and other applicable regulatory
authorities; (iv) receipt of an opinion of counsel as to the tax-free
nature of certain aspects of the Merger; (v) receipt of a
letter from Price Waterhouse LLP, UPC's independent public
accountants, to the effect that the Merger will qualify for
pooling-of-interests accounting treatment; (vi) receipt by
Peoples First of certain opinions, dated the date of the proxy
statement to be mailed to Peoples First' shareholders, concerning
the fairness of the Merger to Peoples First' shareholders, from a
financial point of view; and (vii) satisfaction of certain other
conditions.
Under the Agreement, Peoples First has the right to
terminate the Agreement if either (A) the Average Closing Price
(as defined in the Agreement) of UPC Common Stock (i) declines by
more than 15% of the Starting Price (as defined in the Agreement)
and (ii) reflects a decline, on the Determination Date (as
defined in the Agreement), of more than 10% below a weighted
index of the stock prices of a group of bank holding companies
designated in the Agreement; or (B) the Average Closing Price
declines by more than 20% of the Starting Price. In the event
that Peoples First gives notice of its intention to terminate the
Agreement based on such provision, UPC has the right, within five
(5) days of UPC's receipt of such notice, to elect to increase
the Exchange Ratio in accordance with the terms of the Agreement.
In connection with the Agreement, Peoples First and UPC
entered into a stock option agreement (the "Stock Option
Agreement") pursuant to which Peoples First granted UPC an
option to purchase, subject to certain limitations, up to
1,991,406 shares of Peoples First Common Stock (representing
19.9% of the outstanding shares of Peoples First Common Stock
without giving effect to the exercise of the option), at a
purchase price of $33.00 per share, upon certain terms and conditions.
The Stock Option Agreement was granted by each of the respective
parties as a condition and inducement to each others' willingness
to enter into the Agreement. Under the terms of the Stock Option
Agreement, the Total Profit (as defined in the Stock Option Agreement)
and the National Total Profit (as defined in the Stock Option Agreement)
that a holder may realize, including UPC, as a result of
exercising the Stock Option Agreement may not exceed $15.0
million.
The Agreement and the Merger will be submitted for approval
at a meeting of the shareholders of Peoples First. Before the
shareholders' meeting, UPC will file a registration statement
with the Securities and Exchange Commission registering under the
Securities Act of 1933, as amended, the shares of UPC Common
Stock to be issued in exchange for the outstanding shares of
Peoples First Common Stock. The shares of stock of UPC to be
offered to Peoples First shareholders pursuant to a prospectus
that will also serve as a proxy statement for the meeting of the
shareholders of Peoples First to consider and vote upon
appropriate matters relating to the Agreement and the Merger.
In connection with the execution of the Agreement and Stock
Option Agreement, Peoples First amended its Rights Agreement,
dated as of January 18, 1995, to provide that the agreements
entered into in connection with the Merger with UPC would not
trigger the rights issued under the Rights Agreement. In
addition, Peoples First terminated its stock repurchase program
and its dividend reinvestment plan.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
99.1 Joint Press Releaase issued by Peoples First
Corporation on November 18, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PEOPLES FIRST CORPORATION
By: /s/ Aubrey W. Lippert
Aubrey W. Lippert
Chairman of the Board,
President and Chief Executive
Officer
Date: November 25, 1997
EXHIBIT 99.1
Tuesday November 18, 1997
Company Press Release
Peoples First Corporation to Affiliate With Union Planters
MEMPHIS, Tenn.--(BUSINESS WIRE)--Nov. 18, 1997--Union Planters
Corporation (NYSE:UPC-news) and Peoples First Corporation
(NASDAQ:PFKY - news), headquartered in Paducah, Kentucky, jointly
announced today that they have signed a definitive agreement for
the acquisition of Peoples First by Union Planters.
The announcement was made by Benjamin W. Rawlins Jr., Chairman
and Chief Executive Officer of Union Planters Corporation, and
Aubrey W. Lippert, Chairman of the Board, President and Chief
Executive Officer of Peoples First.
Under the agreement, in a tax-free exchange, shareholders of
Peoples First would receive .6 of a UPC common share for each
PFKY common share. The transaction would be valued at
approximately $380 million or $36.00 per share based on Union
Planters' November 17 closing common stock price of $60.00. The
acquisition is expected to be accounted for as a pooling of
interests.
In connection with the agreement, Peoples First has granted Union
Planters an option to purchase 19.9% of its common stock in
certain circumstances. The transaction is subject to shareholder
and regulatory approval and other customary terms and conditions.
The transaction is expected to be closed late in the second
quarter of 1998.
In making the announcement, Aubrey Lippert stated, "We are
extremely pleased to announce our proposed affiliation with Union
Planters. We were looking for a partner who believes, like we
do, that financial service decisions are best made locally. In
addition, our customers will benefit from over 400 additional
banking locations and 600 ATMs throughout the Southeast and
Midwest."
Ben Rawlins stated, "The decision by Peoples First to join the
Union Planters team is one we are truly excited about. Presently
the banks of Peoples First serve customers in an 11 county area
in western Kentucky and Clarksville, Tennessee. These new
markets to Union Planters will be a perfect enhancement to our
nearby existing locations in southeast Missouri and northwest and
middle Tennessee. We are also pleased that Aubrey will continue
to direct our efforts in the 11 county area."
Peoples First Corporation is a multi-bank holding company, with
approximately $1.5 billion in total assets as of September 30,
1997. Peoples First conducts a complete range of commercial and
personal banking activities through 26 banking offices in Western
Kentucky and three banking locations in Clarksville, Tennessee.
Union Planters Corporation, headquartered in Memphis, Tennessee,
one of the 50 largest banking organizations in the country,
reported total assets of $14.8 billion at September 30, 1997.
Union Planters serves approximately 1.5 million households with
banking offices in Tennessee, Kentucky, Mississippi, Missouri,
Arkansas, Alabama and Louisiana.
