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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission File No. 1-10160
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0859007
(State of incorporation) (IRS Employer Identification No.)
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (901) 580-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Stock having a par New York Stock Exchange
value of $5 per share (name of each exchange
(title of class) on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
8% Cumulative, Convertible Preferred Stock,
Series E having a stated value of $25 per share
(title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 28, 1997 was approximately $2,816,173,000.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE
REGISTRANT'S CLASSES OF COMMON STOCK
CLASS OUSTANDING AT FEBRUARY 28, 1997
Common Stock having a par 65,591,029
value of $5 per share
(title of class)
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Incorporated into which incorporated
1. Certain parts of the Annual Report to Shareholders Parts I and II, Items 1, 2, 5,
for the year ended December 31, 1996 6, 7, and 8
2. Certain parts of the Definitive Proxy Statement for Part III
the Annual Shareholders Meeting to be held April 17, 1997
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Form 10-K Cross-Reference Index
Page
Part I
Item 1. Business 3
Item 1a. Executive Officers of the Registrant 13
Item 2. Properties 13
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders *
Part II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure *
Part III
Item 10. Directors and Executive Officers of the Registrant 15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners and Management 15
Item 13. Certain Relationships and Related Transactions 16
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 17
Signatures 18
* Not Applicable
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Part I
Item 1. BUSINESS
General
Union Planters Corporation (the Corporation) is a $15.2-billion
multi-state bank holding company whose primary business is banking. The
Corporation is the largest bank holding company headquatered in Tennessee and is
one of the fifty largest bank holding companies in the United States. Union
Planters National Bank (UPNB), a $6.0-billion bank headquartered in Memphis,
Tennessee, is the Corporation's largest subsidiary. The principal markets of the
Corporation are in Tennessee, Mississippi, Missouri, Arkansas, Louisiana,
Alabama, and Kentucky. These areas are served by the Corporation's 37 banking
subsidiaries and through 438 banking offices and 544 ATMs. Reference is made to
the 1996 Annual Report to Shareholders for a map on the inside front cover of
the report showing the areas served by the Corporation; Table 15 on page 34
which presents the Corporation's banking subsidiaries by state showing total
assets, loans, deposits, and shareholders' equity; and the listing of
Communities Served.
As part of the Corporation's banking services, its subsidiaries are
engaged in mortgage origination and servicing; investment management and trust
services; the issuance of credit and debit cards; the origination, packaging,
and securitization of loans, primarily the government guaranteed portions of
Small Business Administration (SBA) loans; purchasing and servicing delinquent
FHA/VA government-insured/guaranteed loans from third parties and GNMA pools
serviced for others; full-service and discount brokerage services; and the sale
of bank-eligible insurance products and services.
CERTAIN REGULATORY CONSIDERATIONS
General
As a bank holding company, the Corporation is subject to the regulation
and supervision of the Federal Reserve Board under the Bank Holding Company Act
of 1956 ("BHCA"). Each of the Corporation's banking subsidiaries, including its
savings bank subsidiary, is a member of the Federal Deposit Insurance
Corporation (FDIC) and as such its deposits are insured by the FDIC to the
maximum extent provided by law.
The Corporation's banking subsidiaries which are national banking
associations, including its principal subsidiary, UPNB, are subject to
supervision and examination by the Office of the Comptroller of the Currency
(the Comptroller) and the FDIC. State bank subsidiaries of the Corporation which
are members of the Federal Reserve System are subject to supervision and
examination by the Federal Reserve Board and the state banking authorities of
the states in which they are located. State bank subsidiaries which are not
members of the Federal Reserve System are subject to supervision and examination
by the FDIC and the state banking authorities of the states in which they are
located. The Corporation's savings bank subsidiary is subject to supervision and
examination by the Office of Thrift Supervision (OTS). The Corporation's banking
subsidiaries are subject to various requirements and restrictions, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans and other extensions of credit that may be granted and the
interest that may be charged thereon and limitations on the types of investments
that may be made and the types of services that may be offered. Various consumer
laws and regulations also affect the operations of the banking subsidiaries. In
addition to the impact of regulation, the banking subsidiaries are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy.
The BHCA requires every bank holding company to obtain the prior approval
of the Federal Reserve Board before (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company would directly or indirectly own or
control more than 5.0% of the voting shares of the bank; (ii) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of a bank; or (iii) it may merge or consolidate with any other bank
holding company.
The BHCA further provides that the Federal Reserve Board may not approve
any transaction that would result in a monopoly or would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any section of the United States,
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or the effect of which may be substantially to lessen competition or to tend to
create a monopoly in any section of the country, or that in any other manner
would be in restraint of trade, unless the anticompetitive effects of the
proposed transaction are clearly outweighed by the public interest in meeting
the convenience and needs of the community to be served. The Federal Reserve
Board is also required to consider the financial and managerial resources and
future prospects of the bank holding companies and banks concerned and the
convenience and needs of the community to be served. Consideration of financial
resources generally focuses on capital adequacy, and consideration of
convenience and needs issues includes the parties' performance under the
Community Reinvestment Act of 1977, as amended (the CRA), both of which are
discussed below.
The BHCA, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
Interstate Banking Act), which became effective on September 29, 1995, repealed
the prior statutory restrictions on interstate acquisitions of banks by bank
holding companies, such that the Corporation and any other bank holding company
located in Tennessee may now acquire a bank located in any other state, and a
bank holding company located outside Tennessee may lawfully acquire any
Tennessee-based bank, regardless of state law to the contrary, in either case
subject to certain deposit-percentage and other restrictions. The Interstate
Banking Act also generally provides that, after June 1, 1997, national and
state-chartered banks may branch interstate through acquisitions of banks in
other states. By adopting legislation prior to that date, a state has the
ability either to "opt in" and accelerate the date after which interstate
branching is permissible or to "opt out" and prohibit interstate branching
altogether. Tennessee has "opted in."
The BHCA generally prohibits the Corporation from engaging in activities
other than banking or managing or controlling banks or other permissible
subsidiaries and from acquiring or retaining direct or indirect control of any
company engaged in any activities other than those activities determined by the
Federal Reserve Board to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. In determining whether a
particular activity is permissible, the Federal Reserve Board must consider
whether the performance of such an activity reasonably can be expected to
produce benefits to the public, such as greater convenience, increased
competition, or gains in efficiency that outweigh possible adverse effects such
as undue concentration of resources, decreased or unfair competition, conflicts
of interest, or unsound banking practices. For example, factoring accounts
receivable, acquiring or servicing loans, leasing personal property, conducting
discount securities brokerage activities, performing certain data processing
services, acting as agent or broker in selling credit life insurance and certain
other types of insurance in connection with credit transactions, and performing
certain insurance underwriting activities have all been determined by the
Federal Reserve Board to be permissible activities of bank holding companies.
The BHCA does not place territorial limitations on permissible nonbanking
activities of bank holding companies. Despite prior approval, the Federal
Reserve Board has the power to order a bank holding company or its subsidiaries
to terminate any activity or to terminate its ownership or control of any
subsidiaries when it has reasonable cause to believe that continuation of such
activity or such ownership or control constitutes a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that bank
holding company.
CAPITAL
The Federal Reserve Board has adopted risk-based capital guidelines for
bank holding companies. The minimum guideline for the ratio (Risk-Based Capital
Ratio) of total capital (Total Capital) to risk-weighted assets (including
certain off-balance-sheet activities such as standby letters of credit) is 8%.
At least half of the Total Capital must be composed of Tier 1 Capital, which
consists of common shareholders' equity, minority interests in the equity
accounts of consolidated subsidiaries, noncumulative perpetual preferred stock
and a limited amount of cumulative perpetual preferred stock, less goodwill and
excluding the unrealized gain or loss, net of taxes, on available for sale
securities. The remainder, which is "Tier 2 Capital," may consist of limited
amounts of subordinated debt (or certain other qualifying debt issued prior to
March 12, 1988), other preferred stock and a limited amount of loan loss
reserves.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average total assets less goodwill (the
Leverage Ratio) of 3% for bank holding companies that meet certain specified
criteria, including those having the highest regulatory rating. All other bank
holding companies generally are required to maintain a Leverage Ratio of at
least 3% (up to 5% in the case of institutions effecting acquisitions and other
activities resulting in expansion). The guidelines also provide that bank
holding companies experiencing internal growth or making acquisitions are
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal
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Reserve Board has indicated that it will consider a "tangible Tier 1 Capital
Leverage Ratio" (deducting all intangibles) and other indicia of capital
strength in evaluating proposals for expansion or new activities. The Federal
Reserve Board has not advised the Corporation of any specific minimum Leverage
Ratio applicable to the Corporation.
The federal bank regulatory agencies maintain the Risk-Based Capital
guidelines for banks and bank holding companies under continuing review. Banks
are required to give explicit consideration to interest-rate risk as an element
of capital adequacy by maintaining capital to compensate for such risk in an
amount measured by the bank's exposure to interest-rate risk in excess of a
regulatory threshold. A proposal recently issued by the Federal Reserve Board
and joined in by the other bank regulatory agencies increases the amount of
capital required to be carried against certain long-term derivative contracts;
in addition, the proposal recognizes the effect of certain bilateral netting
arrangements in reducing potential future exposure under these contracts. The
Corporation's Management believes that these changes, if adopted, will not have
a material effect on the Corporation's compliance with capital adequacy
requirements.
Failure to meet regulatory capital requirements can subject an
institution to a variety of enforcement remedies, including issuance of a
capital directive, the termination of deposit insurance by the FDIC, and a
prohibition on the taking of brokered deposits. As described below, substantial
additional restrictions can be imposed upon FDIC-insured institutions that fail
to meet applicable capital requirements. See "Prompt Corrective Action"
discussion below.
At December 31, 1996, the Corporation's Total Risk-Based Capital Ratio
was 18.32%; its Tier I Risk-Based Capital Ratio (i.e., its ratio of Tier I
Capital to risk-weighted assets) was 15.29%; and its Leverage Ratio was 9.61%.
In addition, each of the Corporation's banking subsidiaries satisfied the
minimum capital requirements applicable to it and had the requisite capital
levels to qualify as a "well-capitalized" institution under the prompt
corrective action provision discussed below.
Each of the Corporation's banking subsidiaries is subject to Risk-Based
and Leverage Capital Ratio requirements adopted by their respective federal
regulators which are substantially similar to those adopted by the Federal
Reserve Board. As of December 31, 1996, the Total and Tier I Risk-Based Capital
and Leverage Ratios of UPNB, the Corporation's largest bank subsidiary, were
12.26%, 11.01%, and 6.95%, respectively. Neither the Corporation nor any of the
banking subsidiaries has been advised by any federal banking agency of any
specific minimum capital ratio requirement applicable to it.
PROMPT CORRECTIVE ACTION
The Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA), and the joint regulations thereunder adopted by the federal banking
agencies, require the banking regulators to take prompt corrective action in
respect of depository institutions that do not meet their minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized." Under capital regulations, a bank is defined
to be well capitalized if it maintains a Leverage Ratio of at least 5%, a Tier 1
Risk-Based Capital Ratio of at least 6% and a Total Risk-Based Capital Ratio of
at least 10% and is not otherwise in a "troubled condition" as determined by its
appropriate federal regulatory agency. A bank is defined to be adequately
capitalized if it meets all of its minimum capital requirements as described
under "Capital" above. In addition, a bank will be considered "undercapitalized"
if it fails to meet any minimum required measure, "significantly
undercapitalized" if it is significantly below such measure, and "critically
undercapitalized" if it fails to maintain a level of tangible equity equal to
not less than 2% of total assets. A bank may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfatory examination rating.
Regardless of their capital levels, all institutions are restricted from
making any capital distribution or paying any management fees that would cause
the institution to fail to satisfy the minimum levels required to be considered
adequately capitalized. An undercapitalized institution is: (i) subject to
increased monitoring by the appropriate federal banking regulator; (ii) required
to submit an acceptable capital restoration plan within 45 days; (iii) subject
to asset growth limits; and (iv) required to obtain prior regulatory approval
for acquisitions, branching, and new lines of business. Such capital restoration
plan must include a guarantee by the institution's holding company that the
institution will comply with the plan until it has been adequately capitalized
on average for four consecutive quarters. Pursuant to the guarantee, the
institution's holding company would be liable up to the lesser of 5% of the
institution's total assets or the amount necessary to bring the institution into
capital compliance as of the
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date it failed to comply with its capital restoration plan. If the controlling
bank holding company should fail to fulfill its obligations under the guarantee
and should file (or should have filed against it) a petition under the Federal
Bankruptcy Code, the appropriate federal banking regulator could have a claim as
a general creditor of the bank holding company and, if the guarantee were deemed
to be a commitment to maintain capital under the Federal Bankruptcy Code, the
claim would be entitled to priority in such bankruptcy proceeding over
third-party creditors of the bank holding company.
The regulatory agencies have discretionary authority to reclassify
well-capitalized institutions as adequately capitalized or to impose on
adequately capitalized institutions requirements or actions specified for
undercapitalized institutions if the agency should determine after notice and an
opportunity for hearing that the institution is in an unsafe or unsound
condition or is engaging in an unsafe or unsound practice, which can consist of
the receipt of an unsatisfactory examination rating if the deficiencies cited
are not corrected. A significantly undercapitalized institution, as well as any
undercapitalized institution which should fail to submit an acceptable capital
restoration plan, may be subject to regulatory demands for recapitalization;
broader application of restrictions on transactions with affiliates; limitations
on interest rates paid on deposits, asset growth, and other activities; possible
replacement of directors and officers; and restrictions on capital distributions
by any bank holding company controlling the institution. Any persons controlling
the institution could not receive bonuses or increases in compensation without
prior regulatory approval and the institution is prohibited from making payments
of principal or interest on its subordinated debt. If an institution should
become critically undercapitalized, the institution would be subject to
conservatorship or receivership within 90 days unless periodic determinations
are made that forbearance from such action would better protect the deposit
insurance fund. Unless appropriate findings and certifications are made by the
appropriate federal bank regulatory agencies, a critically undercapitalized
institution must be placed in receivership if it should remain critically
undercapitalized on average during the calendar quarter beginning 270 days after
the date it became critically undercapitalized.
COMMUNITY REINVESTMENT
All of the Corporation's banking subsidiaries are subject to the
provisions of the CRA and the federal banking agencies' other implemented
regulations. Under the CRA, all financial institutions have a continuing and
affirmative obligation consistent with its safe and sound operation to help meet
the credit needs of their entire communities, including low-to-moderate income
neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. The CRA
requires the federal banking agencies, in connection with their examination of a
depository institution, to assess the institution's record in assessing and
meeting the credit needs of the community served by that institution, including
low-to-moderate income neighborhoods. The regulatory agency's assessment of the
institution's record is made available to the public. Further, such assessment
is required of any institution which has applied to: (i) charter a national
bank; (ii) obtain deposit insurance coverage for a newly chartered institution;
(iii) establish a new branch office that will accept deposits; (iv) relocate an
office; or (v) merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution. In the case of a
bank holding company applying for approval to acquire a bank or bank holding
company, the Federal Reserve Board will assess the records of each subsidiary
depository institution of the applicant bank holding company, and such records
may be the basis for denying the application. Based on their most recent CRA
compliance examinations, the Corporation's subsidiary banks and thrifts all
received at least a "satisfactory" CRA rating.
Since December 1993, the federal banking agencies had had under
consideration a revision of their CRA regulations in order to provide clearer
guidance to depository institutions on the nature and extent of their CRA
obligations and the methods by which those obligations would be assessed and
enforced. In response to widespread criticism of the December 1993 proposal, the
agencies on September 26, 1994, issued a revised proposal which was adopted
substantially as proposed on April 17, 1995. Under these new CRA regulations,
which are now effective, the earlier process-based CRA assessment factors were
replaced with a new evaluation system which would rate institutions based on
their actual performance in meeting community credit needs. The evaluation
system used to judge an institution's CRA performance consists of three tests: a
lending test; an investment test; and a service test. Each of these tests will
be applied by the institution's federal regulator in an assessment context that
would take into account such factors as: (i) demographic data pertaining to the
community, (ii) the institution's capacity and constraints, (iii) the
institution's product offerings and business strategy, and (iv) data on the
prior
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performance of the institution and similarly situated lenders. The new lending
test -- the most important of the three tests for all institutions other than
wholesale and limited purpose (e.g., credit card) banks -- will be used to
evaluate an institution's lending activities as measured by its home-mortgage
loans, small business and farm loans, community-development loans and, at the
option of the institution, its consumer loans. The institution's regulator will
weigh each of these lending categories to reflect their relative importance to
the institution's overall business and, in the case of community development
loans, the characteristics and needs of the institution's service area and the
opportunities available for this type of lending. Assessment criteria for the
lending test will include: (i) geographical distribution of the institution's
lending; (ii) distribution of the institution's home mortgage and consumer loans
among different economic segments of the community; (iii) the number and amount
of small business and small farm loans made by the institution; (iv) the number
and amount of community-development loans outstanding; and (v) the institution's
use of innovative or flexible lending practices to meet the needs of
low-to-moderate income individuals and neighborhoods. At the election of an
institution or if particular circumstances so warrant, the banking agencies will
take into account in making their assessments lending by the institution's
affiliates as well as community-development loans made by the lending consortia
and other lenders in which the institution has invested. As part of the new
regulation, all financial institutions will be required to report data on their
small business and small farm loans as well as their home mortgage loans, which
are currently required to be reported under the Home Mortgage Disclosure Act.
The focus of the investment test will be the degree to which the
institution is helping to meet the needs of its service area through qualified
investments that (i) benefit low-to-moderate income individuals and small
businesses or farms, (ii) address affordable housing needs, or (iii) involve
donations of branch offices to minority or women's depository institutions.
Assessment of an institution's performance under the investment test will be
based upon the dollar amount of the institution's qualified investments, its use
of innovative or complex techniques to support community-development
initiatives, and its responsiveness to credit and community-development needs.
The service test will evaluate an institution's systems for delivering retail
banking services, taking into account such factors as (i) the geographical
distribution of the institution's branch offices and ATMs, (ii) the
institution's record of opening and closing branch offices and ATMs, and (iii)
the availability of alternate product-delivery systems such as home banking and
loan production offices in low-to-moderate income areas. The federal regulators
will also consider an institution's community-development service as part of the
service test. A separate community-development test will be applied to wholesale
or limited purpose financial institutions.
Smaller institutions, i.e, those having total assets of less than $250
million, will be evaluated under more streamlined criteria. In addition, a
financial institution will have the option of having its CRA performance
evaluated based on a strategic plan of up to five years in length that is
developed in cooperation with local community groups. In order to be rated under
a strategic plan, the institution will be required to obtain the prior approval
of its federal regulator.
The joint agency CRA regulation provides that an institution evaluated
under a given test will receive one of five ratings for that test: outstanding,
high satisfactory, low satisfactory, needs to improve, or substantial
noncompliance. An institution will then receive a certain number of points for
its rating on each test and the points will be combined to produce an overall
composite rating of either outstanding, satisfactory, needs to improve, or
substantial non-compliance. Under the agencies' rating guidelines, an
institution that receives an "outstanding" rating on the lending test will
receive a rating of at least "satisfactory", and no institution can receive an
overall rating of "satisfactory" unless it receives a rating of at least "low
satisfactory" on its lending test. In addition, evidence of discriminatory or
other illegal credit practices would adversely affect an institution's overall
rating. Under the new regulations, an institution's CRA rating would continue to
be taken into account by its regulator in considering various types of
applications.
DIVIDEND RESTRICTIONS
The Corporation is a legal entity separate and distinct from its banking
subsidiaries and its nonbanking subsidiaries. The Corporation's revenues (on a
parent company only basis) result, in significant part, from dividends paid to
the Corporation by its subsidiaries. The right of the Corporation, and
consequently the rights of creditors and shareholders of the Corporation, to
participate in any distribution of the assets or earnings of any subsidiary
through the payment of such dividends or otherwise is necessarily subject to the
prior claims of creditors of the subsidiary (including depositors, in the case
of banking subsidiaries) except to the extent that claims of the Corporation in
its capacity as a creditor may be recognized.
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There are statutory and regulatory requirements applicable to the payment
of dividends to the Corporation by its banking subsidiaries. Each national
banking association subsidiary of the Corporation is required by federal law to
obtain the prior approval of the Comptroller for the declaration of dividends if
the total of all dividends to be declared by the board of directors of such bank
in any year would exceed the total of (i) such bank's net profits (as defined
and interpreted by regulation) for that year, plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years, less any
required transfers to surplus. In addition, national banks may only pay
dividends to the extent that their retained net profits (including the portion
transferred to surplus) exceed statutory bad debts (as defined by regulation).
The Corporation's state-chartered banking subsidiaries are subject to similar
restrictions on the payment of dividends by the respective state laws under
which they are organized. Furthermore, as described above under "Prompt
Corrective Action," all depository institutions are prohibited from paying any
dividends, making other distributions, or paying any management fees if, after
such payment, the depository institution would fail to satisfy its minimum
capital requirements. In accordance with the specified calculations, at January
1, 1997, approximately $86.0 million was available for distribution to the
Corporation without obtaining prior regulatory approval. Future dividends will
depend upon the level of earnings of the banking subsidiaries of the
Corporation. It is the policy of the Federal Reserve Board that bank holding
companies should pay dividends only out of current earnings. Federal banking
regulators also have the authority to prohibit banks and bank holding companies
from paying a dividend if they should deem such payment to be an unsafe or
unsound practice.
SUPPORT OF BANKING SUBSIDIARIES
Under Federal Reserve Board policy, the Corporation is expected to act as
a source of financial strength to its banking subsidiaries and, where required,
to commit resources to support each of such subsidiaries. This support may be
required at times when, absent such Federal Reserve Board policy, the
Corporation may not be inclined to provide it. Moreover, if one of its banking
subsidiaries should become undercapitalized, under FDICIA the Corporation would
be required to guarantee the subsidiary bank's compliance with its capital plan
in order for such plan to be accepted by the federal regulatory authority. See
discussion under "Prompt Corrective Action" above.
Under the "cross guarantee" provisions of the Federal Deposit Insurance
Act (the FDI Act), any FDIC-insured subsidiary of the Corporation may be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC in connection with (i) the "default" of any other commonly controlled
FDIC-insured subsidiary or (ii) any assistance provided by the FDIC to any
commonly controlled FDIC-insured subsidiary "in danger of default." "Default" is
defined generally as the appointment of a conservator or receiver and "in danger
of default" is defined generally as the existence of certain conditions
indicating that a default is likely to occur in the absence of regulatory
assistance.
Because it is a bank holding company, any capital loans made by the
Corporation to its banking subsidiaries are subordinate in right of payment to
deposits and to certain other indebtedness of such subsidiary bank. In the
event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of
a banking subsidiary will be assumed by the bankruptcy trustee and entitled to
a priority of payment over certain other creditors of the bank holding company,
including the holders of its subordinated debt.
TRANSACTIONS WITH AFFILIATES
Provisions of the Federal Reserve Act impose restrictions on the type,
amount and quality of transactions between "affiliates" (as defined below) of an
insured bank and the insured bank (including a bank holding company and its
nonbank subsidiaries). The purpose of these restrictions is to prevent misuse of
the resources of the insured institution by its uninsured affiliates. An
exception to most of these restrictions is provided for transactions between two
insured banks that are within the same holding company where the holding company
owns 80% or more of each of these banks (the sister bank exception). The
restrictions also do not apply to transactions between an insured bank and its
wholly owned subsidiaries. These restrictions include limitations on the
purchase and sale of assets and extensions of credit by the insured bank to its
holding company or its nonbank subsidiaries. An insured bank and its
subsidiaries are limited in engaging in "covered transactions" with their
nonbank or nonsavings-bank affiliates to the following amounts: (i) in the case
of any one such affiliate, the aggregate amount of covered transactions of the
insured bank and its subsidiaries may not exceed 10% of the capital stock and
surplus of the insured bank and (ii) in the case of all affiliates, the
aggregate amount of covered transactions of the insured bank and its
subsidiaries may not exceed 20% of the capital
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stock and surplus of the bank. "Covered transactions" are defined by statute to
include loans or other extensions of credit as well as purchases of securities
issued by an affiliate, purchases of assets (unless otherwise exempted by the
Federal Reserve Board), the acceptance of securities issued by the affiliate as
collateral for a loan and the issuance of a guarantee, acceptance or letter of
credit on behalf of an affiliate. Further, provisions of the BHCA, as amended,
prohibit a bank holding company and its subsidiaries from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services. As used herein, "affiliate" means generally
any company that controls the insured bank, a company which is under common
control with the insured bank and a subsidiary of the insured bank.
FDIC DEPOSIT INSURANCE
Currently, certain deposits of financial institutions are separately
insured under two deposit-insurance funds, both administered by the FDIC. They
are the Bank Insurance Fund (the BIF) for deposits originated by banks and the
Savings Association Insurance Fund (the SAIF) for deposits originated by savings
associations. The targeted designated reserve ratio (DRR), i.e, the ratio of the
net worth of each of the two funds to the aggregate amount of deposits insured
by it, is 1.25%. Significant claims made against the two funds, especially the
SAIF, have been paid over recent years due to failures of banks and savings
associations. Through deposit-insurance assessments made by the FDIC, the BIF's
DRR was restored to 1.25% of insured deposits in 1995; however, at September 30,
1996, approximately $4.5 billion was required to restore the SAIF's DRR to that
level. On that date the Deposit Insurance Funds Act of 1996 (the Funds Act)
became law. The Funds Act required the FDIC to impose a one-time assessment on
SAIF-assessable deposits (including 80% of those which had been acquired by
banks, i.e., so-called "Oakar" Deposits) sufficient to capitalize the SAIF at
its targeted DRR of 1.25%. In response, the FDIC imposed an assessment of 65.7
basis points ($6.57 per $1,000) on SAIF-assessable deposits deemed to have been
held as of March 31, 1995. Since certain of its banking subsidiaries held
SAIF-assessable (including "Oakar") deposits, the Corporation incurred a
SAIF-assessment expense of $22.3 million at September 30, 1996. Since the
recapitalization of both the BIF and SAIF has increased their DRR's to 1.25% and
since financial institution failures have dramatically decreased, in the near
future financial institutions, including the Corporation, are expected to have
significantly lower deposit insurance assessments than have been imposed in the
recent past. Moreover, the FDIC establishes deposit insurance assessment rates
based primarily upon an institution's risk to the deposit insurance funds such
that the Corporation's banking subsidiaries, all of which are deemed to be "well
capitalized" for regulatory purposes, should enjoy favorable rates in the event
that further assessments should be necessary.
Under the Funds Act, the BIF and the SAIF would be merged on the date as
of which the last savings association shall cease to exist. The SAIF was
initially funded by issuance of Financing Corporation bonds (the FICO Bonds).
The Funds Act provides that 20% of the interest payable on the FICO Bonds shall
be assessed against BIF-assessable deposits and the remaining 80% against
SAIF-assessable deposits prior to the merger of the BIF and SAIF to form the
Deposit Insurance Fund (the DIF). After the merger, DIF-assessable deposits
would be assessed for 100% of the FICO Bond interest, since the separate
existence of the BIF and SAIF would have ceased.
BROKERED DEPOSITS
The FDIC has adopted regulations governing the receipt of brokered
deposits. Under the regulations, a bank may not lawfully accept, roll over or
renew brokered deposits unless (i) it is well capitalized or (ii) it is
adequately capitalized and receives a waiver from the FDIC. A bank that may not
receive brokered deposits also may not offer "pass-through" insurance on certain
employee benefit accounts. Whether or not it has obtained such a waiver, an
adequately capitalized bank may not pay an interest rate on any deposits in
excess of 75 basis points over certain prevailing market rates specified by
regulation. There are no such restrictions on a bank that is well capitalized.
Because the Corporation's banking subsidiaries at December 31, 1996, had the
requisite capital levels to qualify as well capitalized institutions, the
Corporation believes the brokered deposits regulation will have no material
effect on the funding or liquidity of any of its banking subsidiaries.
SAFETY AND SOUNDNESS STANDARDS
The FDI Act, as amended by the FDICIA and the Riegle Community
Development and Regulatory Improvement Act of 1994, requires the federal bank
regulatory agencies to prescribe standards, by regulations or guidelines,
relating to the internal controls, information systems and internal audit
systems, loan documentation, credit underwriting, interest-rate-risk exposure,
asset growth, asset quality, earnings, stock valuation and compensation, fees
and benefits and such other operational and managerial standards as the agencies
may deem appropriate. The federal
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bank regulatory agencies adopted, effective August 9, 1995, a set of guidelines
prescribing safety and soundness standards pursuant to FDICIA, as amended. The
guidelines establish general standards relating to internal controls and
information systems, internal audit systems, loan documentation, credit
underwriting, interest-rate exposure, asset growth and compensation, fees and
benefits. In general, the guidelines require, among other things, appropriate
systems and practices to identify and manage the risks and exposures specified
in the guidelines. The guidelines prohibit excessive compensation as an unsafe
and unsound practice and describe compensation as excessive when the amounts
paid are unreasonable or disproportionate to the services performed by an
executive officer, employee, director, or principal stockholder. The federal
banking agencies determined that stock valuation standards were not appropriate.
In addition, the agencies adopted regulations that authorize, but do not
require, an agency to order an institution that has been given notice by an
agency that it is not satisfying any one or more of such safety and soundness
standards to submit a compliance plan. If, after being so notified, an
institution should fail to submit an acceptable compliance plan or should fail
in any material respect to implement an accepted compliance plan, the agency
must issue an order directing action to correct the deficiency and may issue an
order di recting other actions of the types to which an undercapitalized
association is subject under the "prompt correction action" provisions of
FDICIA. See "Prompt Corrective Action" above. If an institution should fail to
comply with such an order, the agency may seek to enforce such order in judicial
proceedings and to impose civil money penalties. The federal bank regulatory
agencies also proposed guidelines for asset quality earning standards.
DEPOSITOR PREFERENCE
Legislation recently enacted by Congress establishes a nationwide
depositor-preference rule in the event of a bank failure. Under this arrangement
all deposits and certain other claims against a bank, including the claim of the
FDIC as subrogee of insured depositors, would receive payment in full before any
general creditor of the bank, including the holders of its subordinated debt
securities, would be entitled to any payment in the event of an insolvency or
liquidation of the bank.
PROPOSED LEGISLATION
Because of concerns relating to the competitiveness and the safety and
soundness of the industry, the Congress continues to consider a number of
wide-ranging proposals for altering the structure, regulation, and competitive
relationships of the nation's financial institutions. Among such bills are
proposals to combine banks and thrifts into a unified charter, to alter the
statutory separation of commercial and investment banking, and to further expand
the powers of depository institutions, bank holding companies, and competitors
of depository institutions. It cannot be predicted whether, or in what form,
any of these proposals will be adopted or the extent to which the business of
the Corporation may be affected thereby.
PERSONNEL
As of February 28, 1997, the Corporation, including all subsidiaries,
had 5,236 employees (including 1,259 part-time employees).
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Statistical Disclosures
The statistical information required by Item 1 may be found in the 1996
Annual Report to Shareholders (Exhibit 13 hereto) which, to the extent
indicated, is hereby incorporated herein by reference, as follows:
Page in the Corporation's
1996 Annual Report to
Guide 3 Disclosure Shareholders*
------------------ -------------
I. Distribution of Assets, Liabilities, and
Shareholders' Equity; Interest Rates and Interest Differential
A. Average Balance Sheet 26
B. Net Interest Earnings Analysis 26
C. Rate/Volume Analysis 27
II. Investment Portfolio
A. Book Value of Investment Securities 31, 46, 47, and 48
B. Maturities of Investment Securities 48
C. Investment Securities Concentrations Not applicable
III. Loan Portfolio
A. Types of Loans 28 and 49
B. Maturities and Sensitivity of
Loans to Changes in Interest Rates Follows this table
C. Risk Elements
1. Nonaccrual, Past Due 90 Days
or More, and Restructured Loans 28 and 29
2. Potential Problem Loans 17
3. Foreign Outstandings Not significant
4. Loan Concentrations 16
D. Other Interest-Bearing Assets Not significant
IV. Summary of Loan Loss Experience
A. Analysis of Allowance for Loan Losses 29
B. Allocation of the Allowance for Loan Losses 28
V. Deposits
A. Average Balances 26 and 27
B. Maturities of Large Denomination
Certificates of Deposit Follows this table
C. Foreign Deposit Liability Disclosure Not significant
VI. Return on Equity and Assets
A. Return on Assets 4
B. Return on Equity 4
C. Dividend Payout Ratio 4
D. Equity to Assets Ratio 4
VII. Short-Term Borrowings 51
*Unless otherwise noted
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The following table presents the maturities and sensitivities of the
Corporation's loans to changes in interest rates at December 31, 1996:
Due Due After One Due After
Within But Within Five
One Year Five Years Years
---------- --------------- ---------
(Dollars in thousands)
Commercial, Financial, and Agricultural $ 926,700 $481,386 $129,449
Real Estate - Construction 351,349 70,253 25,344
---------- -------- --------
Total $1,278,049 $551,639 $154,793
========== ======== ========
Fixed Rate $416,613 $102,579
======== ========
Variable Rate $135,026 $ 52,214
======== ========
The following table presents maturities of certificates of deposit of $100,000
and over and other time deposits of $100,000 and over:
December 31, 1996
-------------------
(Dollars in thousands)
Under 3 Months $ 409,874
3 to 6 Months 249,995
6 to 12 Months 261,412
Over 12 Months 235,997
----------
Total $1,157,278
==========
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Item 1a. Executive Officers of the Registrant
The following lists the executive officers of the Corporation.
Information regarding the executive officers, their present positions held
with the Corporation and its subsidiaries, their ages, and their principal
occupations for the last five years are as follows:
Position of Executive Officers
Name with the Corporation and UPNB Age
Benjamin W. Rawlins, Jr. Chairman of the Board and 59
Chief Executive Officer of the Corporation;
Vice Chairman and
Chief Executive Officer of UPNB
Jackson W. Moore President and Chief Operating Officer 48
of the Corporation
Jack W. Parker Executive Vice President and 50
Chief Financial Officer of the Corporation;
Executive Vice President and
Chief Financial Officer of UPNB
M. Kirk Walters Senior Vice President, Treasurer, and 56
Chief Accounting Officer of the Corporation;
Senior Vice President of UPNB
James A. Gurley Executive Vice President of the Corporation; 63
Executive Vice President of UPNB
Mr. Rawlins has been Chairman of the Board of the Corporation since April 1989,
and Chairman of the Board of UPNB from January 1986 until December 1996 when he
was elected Vice Chairman. He has also served as Chief Executive Officer of the
Corporation and UPNB since September 1984. Mr. Rawlins was President of the
Corporation from September 1984 until he was elected Chairman.
Mr. Moore has been President of the Corporation since April 1989. In April 1994,
Mr. Moore was elected Chief Operating Officer of the Corporation. He is also
Chairman of PSB Bancshares, Inc., and is a Vice President and Director of its
subsidiary, The Peoples Savings Bank (not an affiliate bank of the Corporation),
located in Clanton, Alabama. He has served on the Boards of the Corporation and
UPNB since 1986.
Mr. Parker has been Executive Vice President and Chief Financial Officer of the
Corporation and UPNB since March 1990. From 1987 until being elected to these
positions with the Corporation, he was an Executive Vice President of UPNB and
President of the Mortgage Banking Group of UPNB.
Mr. Walters was elected Senior Vice President of the Corporation in November
1990 and has been Chief Accounting Officer since February 1990. He has been
Treasurer of the Corporation since 1985. He was a Vice President of the
Corporation from 1975 until he was elected to his current position. Mr. Walters
has been an officer of UPNB for more than twenty years and is currently a Senior
Vice President.
Mr. Gurley was elected Executive Vice President of the Corporation in November
1990. He was a Vice President of the Corporation from 1980 until he was elected
Executive Vice President. He has been an officer of UPNB for more than twenty
years and is currently an Executive Vice President.
Item 2. Properties
The Corporation's corporate headquarters are located in the company-owned
Union Planters Administrative Center at 7130 Goodlett Farms Parkway, Memphis,
Tennessee, a two-building complex located near the center of Shelby County. In
addition to being the corporate headquarters, it contains approximately 250,000
square feet of space and houses BankCards, Mortgage Servicing and Origination,
Funds Management, Data Processing, Operations, Human Resources, Financial,
Legal, Credit and Review, Marketing, and Alternative Investments and Insurance
Products. A 126,000-square-foot addition is being made to the Administrative
Center to accommodate the growth related to the recent acquisitions, primarily
the Leader Financial Corporation (Leader) acquisition. The
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14
total estimated cost of this addition, including site improvements, is $12.3
million. Certain space occupied previously by Leader will be vacated and its
occupants will be moved to the new building which is expected to be more
efficient than the existing space. Savings are expected from this move but the
amount thereof cannot be quantified at this time.
UPNB's headquarters is located in a 70,000 square-foot company-owned
building in East Memphis. In addition to its headquarters, the building also
houses UPNB's Commercial Group, Trust Group, Brokerage Services, and Retail
Group Administration.
As of March 1, 1997, the Corporation operated 198 banking offices in
Tennessee, 115 in Mississippi, 45 in Missouri, 42 in Arkansas, 16 in Louisiana,
17 in Alabama, and 5 locations in Kentucky. The majority of these locations are
owned. The subsidiaries also operate 544 twenty-four-hour automated teller
locations.
There are no material encumbrances on any of the company-owned
properties.
Item 3. Legal Proceedings
The Corporation and/or various subsidiaries are parties to various
pending civil actions, all of which are being defended vigorously. Additionally,
the Corporation and/or its subsidiaries are parties to various legal
proceedings that have arisen in the ordinary course of business. Management is
of the opinion, based upon present information including evaluations of outside
counsel, that neither the Corporation's financial position, results of
operations, nor liquidity will be materially affected by the ultimate resolution
of pending or threatened legal proceedings.
The Corporation's five banks located in Mississippi: Union Planters Bank of
Mississippi, Union Planters Bank of Southern Mississippi, Union Planters Bank of
Central Mississippi, Union Planters Bank of Northeast Mississippi,N.A., and
Union Planters Bank of Northwest Mississippi (UPC Banks) are defendants in
various suits related to the placement of collateral protection insurance(CPI)
by the UPC Banks in the 1980s and early 1990s. On September 28,1995 and October
18,1995, two purported class actions were filed in the U. S. District Court for
the Southern District of Mississippi. Both actions were consolidated and
identified Vivian McCaskill as the representative of a class of persons who
financed personal property through the UPC Banks and were force placed with
Prudential Property and Casualty Insurance Company's (Prudential) collateral
protection insurance. The consolidated action names as defendants the UPC Banks,
Prudential, National Underwriters of Delaware, Inc., and several Ross & Yerger
entities and includes allegations that premiums were excessive and improperly
calculated; coverages were improper and not disclosed; and improper payments
were paid to the UPC Banks by the insurance companies, allegedly constituting
violations of various state and federal laws and the common law. The relief
sought in the purported class actions includes actual damages, treble damages
under certain statutes, other statutory damages, and unspecified punitive
damages. The CPI programs appear to have been substantially similar in many
respects to CPI programs of other Mississippi banks, often with the same
insurance companies. Consequently, there are at least twelve similar putative
class actions pending against numerous Mississippi banks (including those
against the UPC Banks), various insurance agencies and companies arising from
their CPI programs. Nine individual actions filed in state and federal courts
against the UPC Banks, with similar allegations, and seeking compensatory and
punitive damages, are pendi ng. Other subsidiaries of the Corporation are
involved in similar litigation relating to CPI on mobile home loans to Alabama
borrowers. On June 8,1995, a suit was filed in Greene County, Alabama, by Jeri
Lynn Plowman and other individuals against American Bankers Insurance Company of
Florida, Inc., Leader Federal Savings and Loan Association of Memphis and
seventeen other defendants requesting $200 million in punitive damages against
each defendant (Plowman). On June 14, 1995, a counterclaim to a foreclosure suit
was filed by the defendants in Leader Federal Bank v. Brown, et al (Brown) in
the Circuit Court of Tuscaloosa County, Alabama, demanding judgment for
compensatory damages and punitive damages of $10 million for alleged wrongdoing
with respect to the CPI related to the defendant's loan. An agreement to settle
Plowman and Brown was reached, and approval of the Circuit Court of Tuscaloosa
County, Alabama, obtained (certifying as a class all Alabama residents whose
mobile home loans were originated or assigned to Leader Federal and were charged
for CPI from January 1, 1986 through October 1, 1996), in the fourth quarter of
1996, within amounts previously established. In January 1996, two individual
suits were filed by Queen Ford (who was excepted from the class described above)
in the Circuit Court of Greene, County Alabama, against Leader Federal Bank for
Savings, a subsidiary, and an unrelated insurance company alleging wrongful
placement of insurance on plaintiff's mobile home. One such case demands
compensatory damages of $5,000 and punitive damages of $20 million, while the
other seeks $10,000 in compensatory damages and $50 million in punitive damages.
These suits remain pending.
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In July 1991, UPNB was joined with nine other banks( including Leader
Federal) as defendants in a civil action in the Circuit Court of Shelby County,
Tennessee, which, as ultimately amended, alleged that the banks unlawfully
conspired to fix the charges for checks drawn on insufficient funds and sought
recovery for fees charged for deposited third-party checks which were returned
uncollected. In March 1992, the state court proceeding was dismissed, which
dismissal the Tennessee Court of Appeals affirmed. In 1995, the Tennessee
Supreme Court reversed its earlier decision declining to review the state court
action and agreed to hear plaintiffs' appeal. During the first quarter of 1997,
the Tennessee Supreme Court denied plaintiff's petition and petition to rehear,
thus terminating this action. A related federal court action was terminated
during the first quarter of 1996.
Part II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is included in Table 14 captioned
"Selected Quarterly Data" included in the Corporation's 1996 Annual Report to
Shareholders on pages 32 and 33, which information is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is included under the heading
"Selected Financial Data" in the Corporation's 1996 Annual Report to
Shareholders on page 4, which information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by Item 7 is included under the heading
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in the Corporation's 1996 Annual Report to Shareholders on pages 5 -
35, which information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is included in the Corporation's 1996
Annual Report to Shareholders on pages 36 - 67, and in Table 14 captioned
"Selected Quarterly Data" on pages 32 and 33, which pages are incorporated
herein by reference.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 as to the directors of the
Corporation is included under the heading "Proposal I: Election of Directors" on
pages 1 - 5 and under the heading "Director Compensation" on page 6 of the
definitive proxy statement of the Corporation to be used in soliciting proxies
for the Annual Meeting of shareholders to be held on April 17, 1997 ("Proxy
Statement"), which information is incorporated herein by reference.
The information concerning "Executive Officers of the Registrant" is
included in Part I (Item 1a) of this Form 10-K in accordance with Instruction 3
to paragraph (b) of Item 401 of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 as to compensation of directors and
executive officers is included under the heading "Proposal I: Election of
Directors" on pages 1 - 5 and under the heading "Certain Information as to
Management" on pages 12 - 20 of the Proxy Statement, which information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 as to certain beneficial owners and
management is included under the heading "Proposal I: Election of Directors" on
pages 1 - 5 of the Proxy Statement, which information is incorporated herein by
reference.
15
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 as to transactions and relationships
with certain directors and executive officers of the Corporation and their
associates is included under the heading "Certain Relationships and
Transactions" on page 20 of the Proxy Statement, which information is
incorporated herein by reference.
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Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following audited consolidated financial statements of Union
Planters Corporation and Subsidiaries, included in the Corporation's
1996 Annual Report to Shareholders, are incorporated herein by
reference in response to Part II, Item 8:
Page in
Annual Report
Report of Management 36
Report of Independent Accountants 37
Consolidated Balance Sheet - December 31, 1996 and 1995 38
Consolidated Statement of Earnings -
Years ended December 31, 1996, 1995, and 1994 39
Consolidated Statement of Changes in Shareholders' Equity -
Years ended December 31, 1996, 1995, and 1994 40
Consolidated Statement of Cash Flows -
Years ended December 31, 1996, 1995, and 1994 41
Notes to Consolidated Financial Statements 42
(a)(2) All schedules have been omitted, since the required information is
either not applicable, not deemed material, or is included in the
respective consolidated financial statements or in the notes thereto.
(a)(3) Exhibits:
The exhibits listed in the Exhibit Index on pages i and ii, following
page 18 of this Form 10-K are filed herewith or are incorporated herein
by reference.
(b) Reports on Form 8-K:
Date of Current Report Subject
---------------------- -------------------------------------
October 7, 1996 Announcing consummation of Leader
Financial Corporation acquisition and
completion of three other acquisitions
October 17, 1996 Press Release announcing Third Quarter
1996
January 16, 1997 Press Release announcing Fourth Quarter
1996 and annual operating results
17
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
UNION PLANTERS CORPORATION
(Registrant)
By: /s/ Benjamin W. Rawlins, Jr.
----------------------------------------------------
Benjamin W. Rawlins, Jr., Chairman of the Board and
Chief Executive Officer
Date March 6, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 6th day of March, 1997.
/s/ Benjamin W. Rawlins, Jr. /s/ Jack W. Parker
- -------------------------------------- ------------------------------
Benjamin W. Rawlins, Jr. Jack W. Parker
Chairman of the Board, Executive Vice President and
Chief Executive Officer, Chief Financial Officer
and Director
/s/ Jackson W. Moore /s/ M. Kirk Wallers
- -------------------------------------- ------------------------------
Jackson W. Moore M. Kirk Walters
President, Chief Operating Officer, Senior Vice President,
and Director Treasurer and
Chief Accounting Officer
/s/ Stanley D. Overton
- -------------------------------------- -------------------------------
Albert M. Austin Stanley D. Overton
Director Director
/s/ Edgar H. Bailey /s/ Dr. V. Lane Rawlins
- -------------------------------------- -------------------------------
Edgar H. Bailey Dr. V. Lane Rawlins
Vice Chairman of the Board and Director Director
/s/ Donald F. Schuppe
- -------------------------------------- -------------------------------
Marvin E. Bruce Donald F. Schuppe
Director Director
/s/ George W. Bryan
- -------------------------------------- -------------------------------
George W. Bryan Mike P. Sturdivant
Director Director
/s/ Robert B. Colbert, Jr. /s/ Richard A. Trippeer, Jr.
- -------------------------------------- -------------------------------
Robert B. Colbert, Jr. Richard A. Trippeer, Jr.
Director Director
/s/ James E. Harwood /s/ Spence L. Wilson
- -------------------------------------- -------------------------------
James E. Harwood Spence L. Wilson
Director Director
/s/ Parnell S. Lewis, Jr.
- -------------------------------------- -------------------------------
Parnell S. Lewis, Jr. Milton J. Womack
Director Director
/s/ C.J. Lowrance III
- --------------------------------------
C.J. Lowrance III
Director
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Exhibit Index
3(a) Restated Charter of Incorporation, as most recently amended on February
20, 1997, of Union Planters Corporation (filed herewith)
3(b) Amended and Restated Bylaws, as most recently amended on February 20,
1997, of Union Planters Corporation (filed herewith)
4(a) Rights Agreement, dated January 19, 1989 between Union Planters
Corporation and Union Planters National Bank, including Form of Rights
Certificate (Exhibit A), and a Form Summary of Rights (Exhibit B)
(incorporated by reference to Exhibit 1 to Union Planters Corporation's
Registration Statement on Form 8-A dated as of January 19, 1989 and on
Form 8-K filed February 1, 1989, Commission File No. 0-6919)
4(b) Indenture dated as of October 1, 1992 between Union Planters Corporation
and The First National Bank of Chicago (Trustee) for $40,250,000 of 8
1/2% Subordinated Notes due 2002 (2)
4(c) Subordinated Indenture dated as of October 15, 1993 between the
Corporation and The First National Bank of Chicago as Trustee (3)
4(d) Form of Subordinated Debt Security (6.25% Subordinated Notes due 2003)
(4)
4(e) Form of Subordinated Debt Security (6 3/4% Subordinated Notes due 2005)
(5)
4(f) All instruments defining the rights of the holders of the
"Corporation-obligated Mandatorily Redeemable Capital Pass-through
Securities of Subsidiary Trust holding solely a Corporation Guaranteed
Related Subordinated Note issued by Union Planters Corporation,"
including the Indenture dated as of December 12, 1996, the First
Supplemental Indenture, the Amended and Restated Declaration of Trust,
the Capital Securities Guarantee Agreement and the Global Securities
representing the interests of such holders, which instruments are not
being filed herewith in reliance upon Item 601(b)(4)(iii)(A) of
Regulation S-K and the related AGREEMENT PURSUANT TO ITEM
601(b)(4)(iii)(A) OF REGULATION S-K dated March 16, 1997 of Union
Planters Corporation filed with the Commission, a copy of which is
Exhibit 4(g) hereto
4(g) Copy of Registrant's AGREEMENT PURSUANT TO ITEM 601(b)(4)(iii)(A) OF
REGULATION S-K dated March 16, 1997 (filed herewith)
10(a) Employment Agreement between Union Planters Corporation and Benjamin W.
Rawlins, Jr., dated December 21, 1989 (incorporated by reference to
Exhibit 10(a) to the Annual Report on Form 10-K dated December 31, 1992,
Commission File No. 0-6919)
10(b) Employment Agreement between Union Planters Corporation and Jackson W.
Moore dated December 21, 1989 (incorporated by reference to Exhibit 10(c)
to the Annual Report on Form 10-K dated December 31, 1992, Commission
File No. 0-6919)
10(c) Deferred Compensation Agreements between Union Planters Corporation and
certain highly compensated officers (specimen copy) (incorporated by
reference to Exhibit 10(g) to the Annual Report on Form 10-K dated
December 31, 1989, filed on March 26, 1990, Commission File No. 0-6919)
10(d) Union Planters Corporation 1983 Stock Incentive Plan as amended January
18, 1990 and approved by shareholders on April 20, 1990 (1)
10(e) Union Planters Corporation 1992 Stock Incentive Plan (incorporated by
reference to Exhibit 10(g) to the Annual Report on Form 10-K dated
December 31, 1992 filed on March 26, 1993, (Commission File No. 0-6919)
10(f) Deferred Compensation Agreements between Union Planters Corporation and
Union Planters National Bank and certain outside directors (incorporated
by reference to Exhibit 10(m) to the Annual Report on Form 10-K dated
December 31, 1989 filed on March 26, 1990, Commission File No. 0-6919)
i
20
Exhibit Index (continued)
10(g) Executive Deferred Compensation Agreement between Union Planters
Corporation and certain highly compensated officers (incorporated by
reference to Exhibit 10(n) to the Annual Report on Form 10-K dated
December 31, 1989 filed on March 26, 1990, Commission File No. 0-6919)
10(h) Union Planters Corporation Supplemental Executive Retirement Plan for
Executive Officers (incorporated by reference to Exhibit 10 to the
Quarterly Report on Form 10-Q dated March 31, 1995, Commission File No.
1-10160)
10(i) Union Planters Corporation Executive Deferred Compensation Plan for
Executives dated February 23, 1996 (incorporated by reference to Exhibit
10(j) to the Annual Report on Form 10-K dated December 31, 1995 filed on
March 19, 1996, Commission File No. 1-10160)
10(j) Agreement and Plan of Merger, dated as of March 8, 1996, by and between
Union Planters Corporation and Leader Financial Corporation (incorporated
by reference to Exhibit 2.1 to Union Planters Corporation's Current
Report on Form 8-K dated March 8, 1996, filed on March 13, 1996,
Commission File No. 1-10160)
10(k) Stock Option Agreement, dated March 9, 1996, issued by Leader Financial
Corporation to Union Planters Corporation (incorporated by reference to
Exhibit 2.2 to Union Planters Corporation's Current Report on Form 8-K
dated March 8, 1996, filed on March 13, 1996, Commission File No.
1-10160)
11 Computation of Per Share Earnings (filed herewith)
13 1996 Annual Report to Security Holders (filed herewith)
21 Subsidiaries of the Registrant (filed herewith)
23 Consent of Price Waterhouse LLP (filed herewith)
27 Financial Data Schedule (for SEC use only) (filed herewith)
____________________
(1) Incorporated by reference to Exhibit 4(a) filed as part of Registration
Statement No. 33-35928, filed July 23, 1990
(2) Incorporated by reference to Exhibit 4 filed as part of Registration
Statement No. 33-52434, filed October 19, 1992
(3) Incorporated by reference to Exhibit 4(a) filed as part of Registration
Statement No. 33-50655, filed October 21, 1993
(4) Incorporated by reference to Exhibit 4(b) filed as part of Registration
Statement No. 33-50655, filed October 21, 1993
(5) Incorporated by reference to Exhibit 4(b) filed as part of Registration
Statement No. 33-63791, filed October 27, 1995
ii