UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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) September 28, 1994
-----------------------
GRENADA SUNBURST SYSTEM CORPORATION
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-15003 64-0723929
- - -----------------------------------------------------------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
2000 Gateway, Grenada, Mississippi 38902-0947
- - -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 226-1100
--------------------
</PAGE>
XXX BEGIN PAGE 2 HERE XXX
Item 5. Other Events
------------
Union Planters Corporation and Grenada Sunburst System Corporation
announced on September 28, 1994, that they will incur one-time charges. A
copy of the press release discussing these one-time charges is attached as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits
------------------------------------------------------------------
(c) Exhibits
99 Additional Exhibits
99.1 Union Planters Corporation and Grenada Sunburst System Corporation
Press Release dated September 28, 1994.
</PAGE>
XXX BEGIN PAGE 3 HERE XXX
SIGNATURES
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.
Dated: October 3, 1994
---------------
GRENADA SUNBURST SYSTEM CORPORATION
By: /s/ D. L. Holland
--------------------------
D. L. Holland, Treasurer &
Chief Financial Officer
</PAGE>
XXX BEGIN PAGE 4 HERE XXX
EXHIBIT INDEX
Exhibit No. Description
- - ----------- -----------
99.1 Press Release dated September 28, 1994
Contact: Jack W. Parker, CFO Date: September 28, 1994
Union Planters Corporation
(901) 383-6781
Dan L. Holland, CFO
Grenada Sunburst System Corporation
(601) 226-1100
Union Planters Corporation and Grenada Sunburst System Corporation
Announce One-Time Charges
FOR IMMEDIATE RELEASE:
Memphis, Tennessee -- On July 1, 1994, Union Planters Corporation
("UPC") entered into a definitive agreement to acquire Grenada Sunburst
System Corporation ("GSSC") in a tax-free reorganization to be accounted for
as a pooling of interests. GSSC is a multi-bank holding company headquartered
in Grenada, Mississippi. It is the third largest financial institution in
Mississippi with total assets of $2.5 billion. GSSC has two subsidiary banks,
Sunburst Bank, Mississippi, headquartered in Grenada, Mississippi, with total
assets of $2.0 billion, and Sunburst Bank, Louisiana, headquartered in Baton
Rouge, Louisiana, with total assets of $500 million.
In connection with UPC's pending acquisition of GSSC and as part of both
companies continuing efforts to reduce expenses, both UPC and GSSC have
retained the services of Alex Sheshunoff Management Services, Inc. ("ASMS"),
a nationally recognized consulting firm, to assist in improving the financial
performance of each organization, and to assist in the consolidation of the
two organizations. Through the study of each organization, individually and
collectively, opportunities to reduce costs and reengineer operations in
order to become more efficient will be identified. Management expects that
there will be a reduction in the number of employees and branches in each
organization.
UPC and GSSC expect the acquisition of GSSC to close by December 31,
1994, however there can be no assurance that will be the case since the
acquisition of GSSC is subject to obtaining regulatory approval and approvals
of shareholders of both UPC and GSSC.
</PAGE>
XXX BEGIN PAGE 2 HERE XXX
Independent of whether or not the acquisition is consummated, UPC and
GSSC will each offer voluntary early retirement and voluntary separation
programs in the fourth quarter to help facilitate the staff reduction.
Charges associated with the early retirement and separation programs, along
with other acquisition and consolidation related expenses are preliminarily
estimated to be between $18 million to $27 million after tax. Management of
UPC estimates the charges associated with these items of between $3 million
to $6 million after tax will be incurred by UPC in the fourth quarter of 1994
regardless of the status of the merger, with the remaining charges expected
to be incurred in the quarter in which the acquisition of GSSC is actually
consummated. The ranges of charges are based on currently available
information as well as preliminary estimates and are subject to change. The
ranges are provided as a preliminary estimate of the significance of the
charges that might occur, and should be viewed accordingly. The actual
charges may vary substantially from the ranges.
In addition to the above charges, UPC plans to undertake a marketing
program in the fourth quarter of 1994 to increase the number of account
relationships and the related dollar amount of loans in a segment of its
consumer loan portfolio. A substantial part of the marketing and acquisition
related cost of this program will be incurred during the fourth quarter of
1994 and is expected to result in a significant increase in loan volume,
interest income, and fee income in 1995 and future periods. Based on current
estimates, the cost is anticipated to be between $7 million and $9 million
after tax. This range is provided as a preliminary estimate of the
significance of the charges that might occur, and the actual charges may vary
substantially from the range.
During the third quarter of 1994, UPC restructured a portion of its
available for sale investment securities portfolio by selling approximately
$425 million of securities which resulted in a loss on this sale of
approximately $4.5 million after tax. The losses had previously been recorded
on UPC's balance sheet as a reduction of shareholders' equity in accordance
with FASB 115. The restructuring was effected to increase book yields, and
the proceeds were invested in higher yielding securities. The average
maturity of securities sold was 13 months and the average maturity of
securities purchased was 30 months.
UPC expects to recognize acquisition-related expenses during the third
quarter of 1994 of approximately $1.8 million after tax in connection with
the acquisition of BNF Bancorp, Inc. and Liberty Bancshares, Inc. which were
consummated during the third quarter of 1994.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
$7.5 billion multi-bank holding company with 43 banks and 254 banking offices
in Tennessee, Mississippi, Arkansas, Alabama, and Kentucky.
- End -
