Venturing into Missouri for the first time, Union Planters Corp. said Tuesday that it had reached a definitive agreement to acquire Capital Bancorp. of Cape Girardeau, which has $982 million of assets.

Union Planters, based in Memphis, said it agreed to pay $114 million in stock, or 1.56 times Capital's book value of $20.50 a share.

Capital is the holding company for six community banks, three of which operate in the southeast quadrant of Missouri, in Cape Girardeau, Sikeston, and Perryville, close to the Tennessee border.

"Capital's geography is very complementary to our existing banking locations in northwest Tennessee and northeast Arkansas," said Union Planters chairman and CEO Benjamin W. Rawlins Jr. "There is also a perfect match with our community banking philosophy."

Both Capital and Union Planters allow their subsidiary banks a fair degree of autonomy, with local presidents, charters, and boards. Union Planters, which has $9.7 billion of assets, operates 38 community banks in Tennessee, Mississippi, Arkansas, Louisiana, Alabama, and Kentucky.

Capital enjoys a 28% deposit share in Cape Girardeau, the largest metropolitan area on the Mississippi River between Memphis and St. Louis. It also operates subsidiaries in Clayton, a suburb of St. Louis; Columbia in the center of the state; and Springfield, in the southwest.

The acquisition, which is to be accounted for as a pooling of interests, is expected to be completed during the first quarter of 1996, following shareholder and regulatory approvals.

Wall Street took the news in stride on Tuesday. Union Planters, which has been aggressively buying up community banks since 1987, closed at TK, virtually unchanged from Monday. Capital was up tk to tk.

"This is what they're supposed to do," said analyst Henry J. Coffey Jr. of J.C. Bradford & Co. in Nashville, referring to Union Planters. "And that's not a huge price for a community bank,

Stifel, Nicolaus & Co., St. Louis, served as investment banker for Union Planters in the deal, while M.A. Schapiro & Co., New York, advised Capital Bancorp.

Union Planters did receive some criticism for last year's acquisition of Grenada Sunburst System Corp. in Mississippi, which had $2.5 billion of assets. That deal, the largest in Union Planters' history, diluted the Memphis bank's book value about $2 a share.

Dilution in the Capital transaction, by contrast, will be negligible, according to Union Planters chief financial officer Jack W. Parker. Mr. Parker predicted that the deal would be neutral or slightly accretive to Union Planters' 1996 earnings, after factoring in minor cost savings and the refinancing of Capital's $14 million of preferred stock.

Since Capital and Union Planters don't have any branch overlap, all the cost savings will come from eliminating duplication at the holding company level and converting Capital's banks to Union Planters' data processing system.

Mr. Parker did say Union Planters would take a charge, probably in next year's first quarter, to cover normal acquisition costs, such as investment banking fees. But he indicated this charge would be minor.

Although the acquisition of Capital does bring Union Planters to the outskirts of St. Louis, Mr. Parker denied that Union Planters harbored any great designs on the gateway to the Midwest. He said Union Planters would continue to focus on market entry or fill-in acquisitions within a 300-mile radius of Memphis, which includes parts of seven states.

"Something in east Missouri is half as close to us as something in east Tennessee," Mr. Parker said, noting that Cape Girardeau was only 170 miles from Memphis. "There's no logic to defining your market within a certain state."

Capital is a healthy bank, reporting first-quarter earnings of $2.5 million, up 42% from the year-earlier period, with 69 cents in earnings per share. Its $12 million loan-loss reserve covers 260% of $4.6 million in nonperforming loans.

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