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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
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Date of Report (Date of earliest event reported): September 20, 2000
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JEFFERSON SAVINGS BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-21466 43-1625841
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(Commission File Number) (I.R.S. Employer Identification No.)
15435 Clayton Road, Ballwin, Missouri 63011
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(Address of principal executive offices) (Zip Code)
636-227-3000
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Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEMS 1.-4. Not applicable.
ITEM 5. OTHER EVENTS.
(a) Jefferson Savings Bancorp, Inc., a corporation organized and
existing under the laws of the State of Delaware and a savings and loan
holding company subject to regulation by the Office of Thrift
Supervision of the Department of Treasury ("Jefferson"), and Union
Planters Corporation, a corporation organized and existing under the
laws of the State of Tennessee and registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended ("UPC"), entered
into an Agreement and Plan of Reorganization on September 20, 2000 (the
"Merger Agreement"), pursuant to which Jefferson will be merged with and
into Union Planters Holdings Corporation ("UPHC"), a wholly-owned
subsidiary of UPC organized under the laws of the State of Tennessee
(the "Merger").
In accordance with the terms of the Merger Agreement, each share
of Jefferson common stock, par value $.01 per share, and the associated
preferred share purchase rights under Jefferson's Rights Agreement,
dated August 17, 1994, between Jefferson and Boatmen's Trust Company, as
Rights Agent (together, the "Jefferson Common"), issued and outstanding
immediately prior to the effective time of the Merger (the "Effective
Time") shall be converted into the right to receive 0.433 of a share of
UPC common stock, par value $5.00 per share, and the associated
preferred share purchase rights under UPC's Rights Agreement, dated
January 19, 1999, between UPC and Union Planters Bank, National
Association, as Rights Agent (together, the "UPC Common"), subject to
possible adjustment as provided in the Merger Agreement.
In addition, each award, option, or other right to purchase or
acquire shares of Jefferson Common pursuant to stock options, stock
appreciation rights, or stock awards granted by Jefferson which are
outstanding, whether or not exercisable, shall be, at the election of
the holder of such right, either (i) canceled in exchange for a cash
payment for each share of Jefferson Common subject to such right, or
(ii) converted into and become rights with respect to UPC Common.
Consummation of the Merger is subject to various conditions,
including: (i) approval of the Merger Agreement and the Merger by the
shareholders of Jefferson; (ii) receipt of requisite regulatory
approvals from the Board of Governors of the Federal Reserve System and
other federal and state regulatory authorities as necessary; (iii)
receipt by each of Jefferson and UPC of an opinion of counsel in
reasonably satisfactory form as to the tax treatment of certain aspects
of the Merger; (iv) the registration pursuant to the Securities Act of
1933, as amended (the "Act"), of the shares of UPC Common to be issued
in the Merger; (v) receipt by UPC of letters from affiliates of
Jefferson related to the sale of UPC Common and (vi) satisfaction of
other conditions.
The Merger Agreement will be submitted for approval at a meeting
of the shareholders of Jefferson. UPC will file a registration
statement with the Securities and Exchange Commission registering under
the Act the shares of UPC Common to be issued in the Merger. Such
shares of UPC Common will be offered to Jefferson shareholders pursuant
to a prospectus that will also serve as a proxy statement for the
shareholders' meeting.
The foregoing description of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement which is attached as
Exhibit 2 hereto and is incorporated herein by reference.
(b) As a condition of UPC's entering into the Merger Agreement,
Jefferson and UPC entered into a Stock Option Agreement, dated September
20, 2000 (the "Stock Option Agreement"), pursuant
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to which Jefferson granted to UPC an irrevocable right to purchase,
under certain circumstances, up to 1,983,274 shares of authorized but
unissued Jefferson Common (but in no event more than 19.9% of
Jefferson's then issued and outstanding Jefferson Common) at a price of
$10.8125 per share, subject to possible adjustment as provided in the
Stock Option Agreement, upon the occurrence of certain events described
in the Stock Option Agreement relating generally to the acquisition of
Jefferson by a third party.
The foregoing description of the Stock Option Agreement is
qualified in its entirety by reference to the Stock Option Agreement
which is attached as Exhibit 99(a) hereto and is incorporated herein by
reference.
(c) In connection with the Merger, Jefferson has agreed to use its
reasonable efforts to cause each person whom it reasonably believes may
be deemed an "affiliate" of Jefferson for purposes of Rule 145 of the
Act, to deliver to Jefferson a signed affiliate agreement (the "Affiliate
Agreement") not to sell UPC Common obtained pursuant to the Merger except
in compliance with applicable provisions of the Act.
The foregoing description of the Affiliate Agreement is qualified
in its entirety by reference to the form of Affiliate Agreement which is
attached as Exhibit 99(b) hereto and is incorporated herein by
reference.
(d) The joint press release of Jefferson and UPC, issued September 20,
2000, announcing the Merger is attached hereto as Exhibit 99(c) and is
incorporated herein by reference.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K:
2 Agreement and Plan of Reorganization,
dated September 20, 2000, between Jefferson Savings
Bancorp, Inc. and Union Planters Corporation.
99(a) Stock Option Agreement, dated September 20, 2000,
between Jefferson Savings Bancorp, Inc. and Union
Planters Corporation.
99(b) Form of Affiliate Agreement between Union Planters
Corporation and affiliates of Jefferson Savings
Bancorp, Inc.
99(c) Joint Press Release of Jefferson Savings Bancorp, Inc.
and Union Planters Corporation, issued September 20,
2000.
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ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: September 22, 2000.
JEFFERSON SAVINGS BANCORP, INC.
By: /s/ Paul J. Milano
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Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2 Agreement and Plan of Reorganization, dated September
20, 2000, between Jefferson Savings Bancorp, Inc. and
Union Planters Corporation.
99(a) Stock Option Agreement, dated September 20, 2000,
between Jefferson Savings Bancorp, Inc. and Union
Planters Corporation.
99(b) Form of Affiliate Agreement between Union Planters
Corporation and affiliates of Jefferson Savings
Bancorp, Inc.
99(c) Joint Press Release of Jefferson Savings Bancorp, Inc.
and Union Planters Corporation, issued September 20,
2000.
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