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): January 22, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
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
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MERGER AGREEMENT
On January 23, 2004, Union Planters Corporation, a Tennessee
corporation (the "Company"), and Regions Financial Corporation, a Delaware
corporation ("Regions Financial"), announced that they had entered into a
definitive Agreement and Plan of Merger, dated as of January 22, 2004 (the
"Merger Agreement"), pursuant to which the Company and Regions Financial will
each be merged (together, the "Merger") with and into a newly-formed holding
company to be organized under Delaware law ("Newco"), with Newco as the
surviving entity. Upon the completion of the transactions contemplated by the
Merger Agreement, each share of the Company's common stock issued and
outstanding will be converted into the right to receive one share of Newco
common stock, and each share of Regions Financial common stock issued and
outstanding will be converted into the right to receive 1.2346 shares of Newco
common stock. Pursuant to the terms of the Merger Agreement, the Company will
redeem the outstanding shares of its Series E Preferred Stock. The combined
enterprise will be known as Regions Financial Corporation from and after the
closing. In connection with the Merger Agreement, the Company entered into an
amendment to its Rights Agreement. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed as Exhibit 2.1 hereto and which is
incorporated by reference herein.
POSSIBLE SHARE REPURCHASES
The Merger Agreement permits both the Company and Regions Financial to
continue to repurchase their own shares in accordance with previously announced
repurchase plans. The Company has been authorized by its board of directors to
repurchase shares of its common stock from time to time, and currently has
remaining authorization from its board of directors to repurchase approximately
24.7 million shares of the Company's common stock. In addition, in connection
with settling an accelerated share repurchase program completed in December
2003, the counterparty to that program is expected to purchase approximately 1.5
million shares of Company common stock under the Company's direction. Subject to
market conditions, the Company may in the future from time to time bid for or
repurchase shares of its common stock, including in connection with other
accelerated share repurchase programs.
Regions Financial has advised the Company that Regions Financial's
board of directors has authorized the repurchase of up to 12.6 million shares of
Regions Financial common stock. As of the date hereof, Regions Financial had
repurchased approximately 1.4 million shares of Regions Financial common stock
under that authorization. Regions Financial has advised the Company that subject
to market conditions, Regions Financial may in the future from time to time bid
for or repurchase shares of its common stock. The purchases may be made from
time to time in the open market or in privately negotiated transactions,
including accelerated share repurchase arrangements, depending on market
conditions and other factors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 22, 2004,
by and between Union Planters Corporation and Regions
Financial Corporation.*
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* Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Regions
Financial Corporation on January 30, 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/ Bobby L. Doxey
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Name: Bobby L. Doxey
Title: Senior Executive Vice
President
Chief Financial Officer
Date: January 29, 2004
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 22, 2004, by and
between Union Planters Corporation and Regions Financial Corporation.
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* Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Regions
Financial Corporation on January 30, 2004.