SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
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): June 23, 1997
SHO-ME FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-24084 43-1676367
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
109 North Hickory Street, Mount Vernon, Missouri 65712-1004
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (417) 466-3171
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
-------------
On June 23, 1997, Sho-Me Financial Corp., a Delaware Corporation ("Sho-Me
Financial") and Union Planters Corporation, a Tennessee Corporation ("UPC")
issued a joint press release announcing the execution of an Agreement and Plan
of Reorganization, dated as of June 23, 1997, by and between, Sho-Me Financial
and UPC (the "Merger Agreement"). The Merger Agreement provides for the merger
of Sho-Me Financial with and into a subsidiary of UPC.
Under the Merger Agreement, Sho-Me Financial stockholders will receive
.7694 shares of UPC common stock in exchange for each share of Sho-Me Financial
common stock held.
Consummation of the Merger is subject to various conditions, including: (i)
approval of the Merger by the stockholders of Sho-Me Financial;(ii) approval of
the Merger by the appropriate regulatory authorities; and (iii) satisfaction of
certain other conditions.
Immediately after the execution of the Merger Agreement, UPC was issued an
option agreement (the "Stock Option Agreement") providing an option to purchase
19.9% of the voting equity position of Sho-Me Financial under certain
conditions.
The Merger Agreement, the Stock Option Agreement and the press release
issued on June 23, 1997 announcing the Merger are filed as exhibits to this
Report. The foregoing discussion does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
Item 7. Financial Statements and Exhibits
---------------------------------
(i) Exhibits
The exhibits referred to in Item 5 of this Report and listed on the
accompanying Exhibit Index are filed as part of this Report and are incorporated
herein by reference.
Exhibit
Number Description
- ------ -----------
2 Agreement and Plan of Reorganization, dated as of June
23, 1997, by and between Sho-Me Financial Corp. and Union
Planters Corporation
10 Stock Option Agreement, dated as of June 23, 1997, by and
between Sho-Me Financial Corp. and Union Planters
Corporation
99 Press release
2
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.
SHO-ME FINANCIAL CORP.
Date: July 21, 1997 By: /s/ RAYMOND G. MERRYMAN
-----------------------------
Raymond G. Merryman
President
3