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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 1, 1994
GRENADA SUNBURST SYSTEM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15003 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 1 of 8 pages
Exhibit Index appears at page 7.
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Item 5. Other Events.
Grenada Sunburst System Corporation, a Delaware corporation
("GSSC"), executed an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated July 1, 1994 with Union Planters
Corporation, a Tennessee corporation ("UPC"), whereby UPC will acquire GSSC
through the merger of GSSC Acquisition Corporation, Inc., a wholly owned
subsidiary of UPC ("GSSCAC"), with and into GSSC (the "Merger"). GSSC and
UPC, bank holding companies registered under the Bank Holding Company Act of
1956, as amended, had total assets of approximately $2.5 billion and $6.7
billion, respectively, as of June 30, 1994 and operate subsidiary banks
located in Mississippi and Louisiana and Tennessee, Arkansas, Kentucky,
Mississippi and Alabama, respectively. GSSCAC was formed solely to
effectuate the Merger.
The Reorganization Agreement provides that the consummation of
the Merger is subject to the satisfaction or waiver, if applicable, of
certain conditions precedent, including (i) the requisite approval of the
Reorganization Agreement and the Plan of Merger (to be executed by UPC, GSSC
and GSSCAC) by the stockholders of GSSC (the "GSSC Stockholders") and the
shareholders of UPC (the "UPC Shareholders"), (ii) the requisite approval of
the Board of Governors of the Federal Reserve System, the Mississippi
Department of Banking and Consumer Finance and any other required banking
authorities, (iii) the written opinion of counsel with respect to the tax-
free nature of the Merger to holders of GSSC Common Stock, (iv) the receipt
by each of GSSC and UPC of a written fairness opinion from their respective
independent financial advisor, (v) all material consents or approvals of
governmental agencies or bodies required in connection with the Merger. Any
of the conditions to the Merger, other than the requirements of approval by
(i) the GSSC Stockholders, (ii) the UPC Shareholders and (iii) the regulatory
authorities, may be waived by the parties. The consummation of the Merger
will occur after the satisfaction or waiver of all of the conditions
precedent to the Merger and the Merger will become effective upon the filing
of the Certificate of Merger with the Secretary of State of Delaware (the
"Effective Time").
At the Effective Time, the outstanding shares of GSSC Common
Stock held by the GSSC Stockholders immediately prior to the Effective Time
will automatically be converted into the right to receive whole shares of UPC
Common Stock and a cash payment in settlement of any remaining fractional
share of UPC Common Stock. The number of shares of UPC Common Stock to be
exchanged for each share of GSSC Common Stock issued and outstanding
immediately prior to the Effective Time will be based on an exchange ratio
(the "Exchange Ratio") as determined and set forth below. The Exchange Ratio
will be determined as follows:
(A) In the event the Current Market Price Per Share of UPC
Common Stock (as hereinafter defined) should be greater than or
equal to $24.00 per share of UPC Common Stock but less than or
equal to $29.25 per share of UPC Common Stock (the "Primary
Collar"), the Exchange Ratio would be fixed at 1.4206 shares of UPC
Common Stock for each share of GSSC Common Stock issued and
outstanding at the Effective Time;
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(B) In the event the Current Market Price Per Share of UPC
Common Stock should be greater than $29.25 per share of UPC Common
Stock but less than or equal to $31.25 per share of UPC Common
Stock (the "Upper Secondary Collar"), the Exchange Ratio would be
based on (a) a fixed price of $41.55 per share of GSSC Common Stock
divided by (b) the Current Market Price Per Share of UPC Common
Stock for each share of GSSC Common Stock validly issued and
outstanding at the Effective Time;
(C) In the event the Current Market Price Per Share of UPC
Common Stock should be greater than $31.25 per share of UPC Common
Stock (the "Ceiling"), the Exchange Ratio would be fixed at 1.3296
shares of UPC Common Stock for each share or GSSC Common Stock;
provided, however, UPC would have the right to either deliver
shares of UPC Common Stock based on the fixed Exchange Ratio of
1.3296 or to terminate the transaction; provided, however, should
UPC elect to terminate the transaction under this provision, GSSC
would have the unilateral right to reinstate the transaction by
accepting in exchange for each share of GSSC Common Stock issued
and outstanding at the Effective Time that number of shares of UPC
Common Stock at the Current Market Price Per Share sufficient to
equal $41.55 per share of GSSC Common Stock;
(D) In the event the Current Market Price Per Share of UPC
Common Stock should be greater than or equal to $22.00 per share of
UPC Common Stock but less than $24.00 per share of UPC Common Stock
(the "Lower Secondary Collar"), the Exchange Ratio would be based
on (a) a fixed price of $34.09 per share of GSSC Common Stock
divided by (b) the Current Market Price Per Share of UPC Common
Stock for each share of GSSC Common Stock validly issued and
outstanding at the Effective Time; and
(E) In the event the Current Market Price Per Share of UPC
Common Stock should be less than $22.00 per share of UPC Common
Stock (the "Floor"), the Exchange Ratio would be fixed at 1.5495
shares of UPC Common Stock for each share of GSSC Common Stock;
provided, however, subject to the terms and conditions of the
Reorganization Agreement, GSSC will have the right to either accept
the fixed Exchange Ratio of 1.5495 or terminate the transaction in
accordance with the terms and provisions of the Reorganization
Agreement, provided, however, should GSSC elect to terminate the
transaction under this provision and the Current Market Price Per
Share of UPC Common Stock should be greater than or equal to
$18.50, UPC would have the unilateral right to reinstate the
transaction by delivering in exchange for each share of GSSC Common
Stock issued and outstanding at the Effective Time shares of UPC
Common Stock based on that number of shares of UPC Common Stock at
the Current Market Price Per Share sufficient to equal $34.09 per
share of GSSC Common Stock.
The Reorganization Agreement may be terminated by either GSSC or
UPC by July 31, 1994 if, based upon a due diligence review of the books,
records and operations of the other party, they determine that such review
does not support the party's preliminary expectations as to growth and
earnings.
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The Reorganization Agreement may be terminated by GSSC without
penalty, if GSSC's Board of Directors so determines by a majority vote, if
(a) the Current Market Price Per Share of UPC Common Stock should be less
than $18.50; or (b) both of the following conditions are satisfied:
(A) The Current Market Price Per Share of a share of UPC
Common Stock shall be less than $22.00; and
(B)(i) The number obtained by dividing the Current Market
Price Per Share of UPC Common Stock by $26.75 (the closing price
per share of UPC Common Stock, as reported on the New York Stock
Exchange ("NYSE") Composite Transactions Tape reporting system on
June 30, 1994), is less than (ii) the number obtained by dividing
the average of the Index Price (as hereinafter defined) for the
Pricing Period (as hereinafter defined) by the Index Price on June
30, 1994 (the last NYSE trading day immediately preceding the date
of the first public announcement of entry by the parties into the
Reorganization Agreement) and subtracting 0.10 from the quotient in
this clause (ii); subject, however, to the following three
sentences.
In the event GSSC elects to exercise its termination right
pursuant to the foregoing, it must give prompt written notice to UPC. Upon
the proper receipt of such notice, UPC will (provided the Current Market
Price Per Share of UPC Common Stock is greater than or equal to $18.50) have
the option to increase the consideration to be received by the GSSC
Stockholders in the Merger by adjusting the Exchange Ratio to equal the
number (calculated to the nearest one one-hundredth) obtained by dividing
$34.09 (being the product of $22.00 and the Exchange Ratio) by the Current
Market Price Per Share of UPC Common Stock (the "Maximum Exchange Ratio").
If UPC so elects, it must give prompt written notice to GSSC of such election
and the adjusted Exchange Ratio, whereupon no termination will be deemed to
have occurred, and the Reorganization Agreement will remain in full force and
effect in accordance with its terms (except as the Exchange Ratio shall have
been so modified).
The Reorganization Agreement further provides that GSSC may
terminate the Reorganization Agreement to enter into a letter of intent,
agreement in principle or definitive agreement with any third party with
respect to an acquisition proposal; provided, however, either GSSC or such
third party must pay UPC the sum of $12,000,000 before executing any such
agreement. The payment of $12,000,000 to UPC will be in full satisfaction of
any claim or right that it might have under the Reorganization Agreement.
The parties anticipate consummating the Merger on or before
December 31, 1994.
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For purposes of the Reorganization Agreement and the Plan of
Merger, the following terms have the meanings indicated:
(A) "Current Market Price Per Share" means the average
closing price per share of the "last" real time trades (i.e.,
closing price) of the UPC Common Stock on the NYSE (as published in
The Wall Street Journal, Eastern Edition) for each of the twenty
(20) NYSE general market trading days next preceding the receipt of
all necessary regulatory approvals on which the NYSE was open for
business (the "Pricing Period"). In the event the UPC Common Stock
does not trade on one or more of the trading days during the
Pricing Period (a "No Trade Date"), any such No Trade Date will be
disregarded in computing the average closing price per share of UPC
Common Stock and the average will be based upon the "last" real
time trades and number of days on which the UPC Common Stock
actually traded during the Pricing Period.
(B) "Index Group" means AmSouth Bancorporation; BB&T Financial
Corporation; BankSouth Corporation; Commerce Bancshares, Inc.;
Compass Bancshares, Inc.; Chester Financial Corporation; Central
Fidelity Banks, Inc.; First American Corporation; First Tennessee
National Corporation; First Virginia Banks, Inc.; Mercantile
Bancorporation Inc.; Mercantile Bancshares Corporation; Regions
Financial Corporation; and Southern National Corporation. In the
event that the common stock of any such company ceases to be
publicly traded or a proposal to acquire any such company is
announced after June 30, 1994, such company will be removed from
the Index Group.
(C) "Index Price," on a given date, means the average of the
closing prices on such date of the common stocks of the companies
comprising the Index Group.
Item 7. Exhibits
99.1 Press Release dated July 1, 1994
* * *
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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: July 11, 1994
GRENADA SUNBURST SYSTEM CORPORATION
By:/s/Daniel L. Holland
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Daniel L. Holland, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release dated July 1, 1994. 8
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CONTACT: DATE:
Jack W. Parker, CFO July 1, 1994
Union Planters Corporation
901-383-6781
Dan Holland, CFO
Grenada Sunburst System Corporation
601-227-2008
FOR IMMEDIATE RELEASE:
UNION PLANTERS DEFINITIVE AGREEMENT TO ACQUIRE
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GRENADA SUNBURST SYSTEM CORPORATION
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Memphis, Tennessee -- Union Planters Corporation's (UPC's) Chairman of the
Board, Benjamin W. Rawlins, Jr., and Grenada Sunburst System Corporation's
("GSSC") Chairman of the Board, J. T. "Pete" Boone, jointly announced today
that the two companies have entered into a definitive agreement in which
UPC will acquire all of the outstanding stock of GSSC in a transaction
valued at approximately $361 million based on UPC's June 30, 1994, closing
stock price of $26.75.
Under the terms of the definitive agreement UPC will exchange
approximately 1.42 shares of UPC common stock for each common share of GSSC.
The acquisition, which is to be accounted for as a pooling of interests, is
expected to be completed by year-end 1994, pending approval by both companies'
shareholders and regulatory authorities and the completion of other closing
conditions.
GSSC is the third largest financial institution headquartered in
Mississippi. The bank operates 127 offices in Mississippi and Louisiana. As
of March 31, 1994, total assets were approximately $2.5 billion, total loans
$1.5 billion, total deposits $2.2 billion, and shareholders' equity $178
million.
J. T. "Pete" Boone, GSSC's Chairman & CEO, said, "We are extremely pleased
to join forces with UPC. Their philosophy of banking with regard to customers
and employees parallels ours. Their community banks retain their own identity,
their directors and management. Decisions affecting the customers are made on
the local level. The uniqueness of a community bank combined with access to the
resources of the multi-billion dollar Union Planters Corporation affords our
customers the best of all worlds."
Benjamin W. Rawlins, Jr., UPC's Chairman and CEO, said, "We are excited
about the opportunity to significantly increase our banking presence in
Mississippi and enter the Baton Rouge, Louisiana market. Our organizations are
very compatible and we view this as an in-market transaction with good
opportunities and revenue enhancements. Grenada Sunburst has both strong
management and very good asset quality."
UPC, headquartered in Memphis, Tennessee, is the third largest bank
headquartered in Tennessee and operates 233 banking offices in Tennessee,
Mississippi, Alabama, Arkansas, and Kentucky. The company's assets at March 31,
1994, totaled $6.7 billion. On a pro forma basis, UPC's total assets will
exceed $10 billion and shareholders' equity will exceed $750 million when all
pending acquisitions are consummated.
