UNION PLANTERS TO MAKE ANOTHER BIG DEAL

MEMPHIS, Tenn. -- Union Planters Corp., an $11.4 billion multi-bank holding company headquartered at Memphis, Tenn., and Financial Bancshares Inc. of St. Louis, have announced a definitive agreement for Union Planters to acquire Financial Bancshares in a tax-free exchange of stock.

Under the terms of the agreement announced this week by Benjamin W. Rawlins Jr., chairman and chief executive officer of Union Planters, and Arthur E. S. Schmid, chairman of Financial Bancshares, Union Planters Corp. (UPC) will exchange 1.744 shares of UPC common stock for each common share of Financial Bancshares Inc. Union Planters plans to purchase, on the open market, approximately 1,220,000 UPC common shares to be issued in the transaction.

The acquisition is expected to be completed during the fourth quarter of 1996, probably in December, and is subject to due diligence review, shareholder and regulatory approval and the satisfaction of normal contractual closing conditions, said Bill Andrews, a senior vice president at UPC.

The acquisition will be the second large acquisition in Missouri by Union Planters.

UPC assumed operations of the former Capital Bancorporation, a multi-bank holding company headquartered in Cape Girardeau on Jan. 1, following a definitive agreement initiated in June of 1995.

The Capital acquisition gave Union Planters locations in a number of Missouri cities, including Cape Girardeau, Jackson, Poplar Bluff, Sikeston, Perryville, Ste. Genevieve, Ozark, Ashland, Springfield, Branson, Columbia and St. Louis.

"This will strengthen our St. Louis market," said Andrews.

Financial Bancshares Inc. operates five banks with 16 banking facilities in Missouri under the names of First Financial Bank of St. Louis; Citizens First Financial Bank, Dexter; First Financial Bank of Southeast Missouri, Sikeston; First Financial Bank of Mississippi County, East Prairie; and First Financial Bank of Ste. Genevieve County, Ste. Genevieve.

"All Financial Bancshares branches except one will remain as they are now," said Andrews.

Ste. Genevieve is the exception.

"The branches there (from Cape County Bancorporation and Financial Bancshares) will be consolidated into one branch," said Andrews.

Financial Bancshares Inc. reported $326 million in total assets and approximately $24 million on shareholders' equity as of March 31.

Financial Bancshares has four locations in the St. Louis market, which will become affiliated with Union Planters Bank of St. Louis. This combination will give Union Planters approximately $225 million in total assets and six locations in the St. Louis metro area.

The remaining locations of Financial Bancshares Inc. are in Southeast Missouri and will become part of Union Planters Bank headquartered in Cape Girardeau. This projected $750 million, separately-chartered bank will become one of the largest financial institutions chartered in the region.

"We look forward to our affiliation with Union Planters and the subsequent enhanced product line and customer conveniences," Schmid said. "UPC's community-oriented management structure was a main attraction to us and we look forward to great opportunities for our customers, employees and shareholders."

Rawlins said, "Our philosophy has been to affiliate with well-run, community focused institutions. The addition of Financial Bancshares Inc. to the Union Planters family of banks is in line with this philosophy and greatly strengthens our position in Southeast Missouri."

Union Planters Corp. is an $11.4 billion multi-bank holding company with over 400 offices in Missouri, Tennessee, Mississippi, Arkansas, Louisiana, Alabama and Kentucky.