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): May 21, 2004
UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Tennessee 1-10160 62-0859007
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
6200 Poplar Avenue, Memphis, Tennessee 38119
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(Address of principal executive offices)
(901) 580-6000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 21, 2004, Union Planters Corporation ("Union Planters") and
Regions Financial Corporation ("Regions") announced that they have agreed in
principle to settle the previously disclosed purported stockholder class actions
pending against them which challenged the proposed merger between the companies.
In the settlement, Regions and Union Planters will agree to waive their
right to receive any portion of the termination fee payable under the merger
agreement in excess of $164,250,000 and $233,600,000, respectively.
Under the terms of the settlement, all claims relating to the merger
agreement and the proposed merger will be dismissed and released on behalf of
the settlement class. The settlement is subject to approval by the courts in
which the actions are pending. Upon approval of the proposed settlement by the
courts, plaintiff's attorneys are expected to apply for an award of attorneys'
fees and expenses.
Information concerning the proposed merger is set forth or incorporated
by reference in the joint proxy statement/prospectus of Regions and Union
Planters dated April 29, 2004.
Such information is supplemented by the additional information filed in
this current report on Form 8-K, including specifically the following:
- In performing the discounted cash flow analysis described in
the joint proxy statement/prospectus on pages 44-45, UBS
utilized assumptions based on estimates of Institutional
Brokerage Estimate System (I/B/E/S). UBS determined the
discount rates used in its discounted cash flow analysis by
estimating a range of both companies' weighted average cost of
capital. UBS determined the price-to-earnings multiples used
in its discounted cash flow analysis by using a range of
forward multiples for regional banks such as Regions and Union
Planters.
- In its analysis of selected precedent transactions on pages
43-44 of the joint proxy statement/prospectus, UBS reviewed
the proposed board composition of the combined company
relative to various financial metrics and compared the
arrangements with those in other business combination
transactions that it determined to be reasonably comparable to
the proposed Union Planters/Regions merger. This review was
based on company press releases and public filings at the time
of the announcement of the transaction, and was conducted to
provide additional information for the Regions board to use in
determining whether to pursue the merger transaction with
Union Planters.
- In determining that a transaction between Regions and Union
Planters would be in the best interests of each company's
respective stockholders, each company's board of directors, in
consultation with its financial advisors, considered various
other potential strategic opportunities available to each of
Regions and Union Planters, including strategies to improve
their respective businesses on an independent basis.
- As discussed on pages 34 and 37 of the proxy
statement/prospectus, the parties anticipate annual pre-tax
expense reductions of $200 million, or 7% of the combined
companies' operating expense base, which are expected to be
substantially realized by the end of 2006. More specifically,
as indicated in an investor presentation previously filed with
the SEC, Union Planters and Regions currently anticipate that
the savings will be phased-in 15% in 2004, 60% in 2005, 85% in
2006 and 100% thereafter. These savings are expected to arise
from expense reductions relating to personnel (currently
estimated at approximately $75 million pre-tax when fully
phased-in), facilities and branches (currently estimated at
approximately $35 million pre-tax when fully
phased-in) and systems and other sources (currently estimated
at approximately $90 million pre-tax when fully phased-in).
- As indicated on pages 35 and 37 of the proxy
statement/prospectus, each company's board of directors
considered in approving the merger the anticipated pro forma
contributions of each company to estimated 2004 and 2005 GAAP
earnings per share. More specifically, these contributions
were approximately 38.4% and 61.6% for 2004 and approximately
39.6% and 60.4% for 2005, in each case for Union Planters and
Regions, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Joint press release of Regions Financial Corporation
and Union Planters Corporation dated May 21, 2004.
SIGNATURE
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 hereunder duly authorized.
UNION PLANTERS CORPORATION
By: /s/ E. J. House, Jr.
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Name: E. J. House, Jr.
Title: Executive Vice President and Secretary
Date: May 21, 2004
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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99.1 Joint press release of Regions Financial Corporation and
Union Planters Corporation dated May 21, 2004.