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Author: yellowcard Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 1856  
Subject: looking for a needle Date: 3/25/2002 3:25 PM
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Hello all.

I don't know if this is a good place for this post, but I have a challenge for anyone who is up to it.

I'm looking for an exhibit referenced in the 10-K405 for Union Planters Corporation (UPC). This reference is made at the end of the report after the signature page in the Exhibit Index and it's the first one listed:

Agreement and Plan of Reorganization by and between Jefferson Savings Bancorp, Inc., and Union Planters Corporation dated as of September 20, 2001 (incorporated by reference to Exhibit A to Prospectus filed as part of Union Planters' Registration Statement No. 333-50536)

I can't find an exhibit in any of their filings related to this item, not even the registration statement that it refers to. I am usually pretty good at ferretting out hidden junk but this time I am clueless. I've tried doing word searches for "jefferson", "prospectus" and "exhibit a" just about everywhere. Even UP's website doesn't have a link to their prospectus as best as I can tell.

If anyone can help I'd be very grateful. (Shameless bribe ahead.) If you find it I'll treat you to lunch next time you're in Dallas.

: )

yellowcard
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Author: ElricSeven Big red star, 1000 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 1836 of 1856
Subject: Re: looking for a needle Date: 3/25/2002 5:43 PM
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I know that sometimes www.recap.com carries agrements between various entities, if it is a pharmaceutical company. Catch is that you have to pay for such information. Really, probably the absolute best place is to search Lexis-Nexis or Westlaw, both of which have the most immpressive collection of information generated by humanity that I've ever seen. Same caveat applies though, you've got to pay for play.

E7

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Author: sheila727 Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 1837 of 1856
Subject: Re: looking for a needle Date: 3/28/2002 12:57 AM
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I have no idea if this is what you're looking for, or if it provides sufficient tracking information. I typed "Union Planters' Registration Statement No. 333-50536" into Google and came up with 2 sites. One (http://www.jefren.com/sec/categories/regist_f/regist_we_12_1_2000.html), was for "SECURITIES ACT REGISTRATIONS from SEC Digest Issues 2000-226 thru 2000-230 for the week ending December 1, 2000," an extensive list that included this entry about half-way down the page:

S-4 UNION PLANTERS CORP, UNION PLANTERS ADMINSTRATIVE CENTER, 7130 GOODLETT FARMS PARKWAY, MEMPHIS, TN 38018 (901) 580-6000 - 4,526,195 ($139,810,320) COMMON STOCK. (FILE 333-50536 - NOV. 22) (BR. 7)

The date doesn't jibe, so perhaps it points in the right direction.

The other one was for this link, which couldn't be located.
198.252.9.108/govper/SECNews/www.sec.gov/news/digests/2000/11/11-29.txt


Sheila

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Author: yellowcard Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 1838 of 1856
Subject: Re: looking for a needle Date: 3/28/2002 1:35 PM
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On a whim I decided to retry the www.sec.gov website. I realized that the registration numbers I saw from your link (jefren.com) contain registration numbers in the 70000's while the doc I wanted to find had 50536 in it. I included the year 2000 in my search and found what I was looking for: a registration statement I had already read when it was first filed.

So, oh man... the blunder is that UPC printed an error in their recent 10-K filing. "December 1, 2001" should read as "December 1, 2000." So as it turns out, this was nothing new. Reminds me of my job -- I spend much of my time researching and solving mistakes made by others.

Thanks for your help, Shiela.

yellowcard

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Author: MechanicalMethod Big red star, 1000 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 1839 of 1856
Subject: Re: looking for a needle Date: 4/2/2002 1:54 AM
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What did you find in the 10K's?

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Author: yellowcard Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 1840 of 1856
Subject: Re: looking for a needle Date: 4/2/2002 11:40 AM
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What did you find in the 10K's?

If you mean, what did I find in the 2001 10-K for Union Planters (UPC), well, nothing actually. I thought I had stumbled across a new agreement between UP and Jefferson, which was acquired in February of 2001. However, the reference mentioned an agreement "dated as of September 20, 2001 (incorporated by reference to Exhibit A to Prospectus filed as part of Union Planters' Registration Statement No. 333-50536)".

Hmm, since Jefferson Heritage Bank is still operating as a wholly-owned subsidiary I thought this was something new, but after some serious digging and some help from Sheila (spelled it right this time), I discovered that it was a reference to an agreement dated September 20, 2000. It was a typo.

If you mean, did I find anything interesting, well, no. My only concern now is why UPC hasn't increased the dividend despite significant growth in EPS. If the reason is because they feel they made a mistake in initially increasing the yield to be too high a few years ago, then there should be some sort of statement. I fear, however that the main reason is that there may have been too much putting off of writing down bad loans. The recession still hasn't "officially" caught up in the banking sector.

Now, having said all that, if I misunderstood your question please let me know.

yellowcard



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