<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

             For the transition period from __________ to __________


                        Commission File Number 000-23849

                      UNION PLANTERS MORTGAGE FINANCE CORP.
             (Exact name of registrant as specified in its charter)


        Delaware                                          62-1712370
-------------------------------                --------------------------------
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                      Union Planters Administrative Center
                           7130 Goodlett Farms Parkway
                            Cordova, Tennessee 38018
                    ----------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (901) 580-6000

                                       N/A
                                  (former name)

Indicate by check mark whether the Registrant (i) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such short period that the Registrant was
required to file such report), and (ii) has been subject to such filing
requirements for the past 90 days:

                                 Yes [X]    No [ ]

As of June 30, 1999, the latest practicable date, there were 1,000 shares of
Union Planters Mortgage Finance Corp. common stock outstanding.

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.



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                      UNION PLANTERS MORTGAGE FINANCE CORP.


                                    FORM 10-Q



                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
PART I.    FINANCIAL INFORMATION

      Item 1.   Financial Statements

                Balance Sheet June 30, 1999 and December 31, 1998......................................................3

                Statement of Operations for the three and six months
                ended June 30, 1999 and 1998 ..........................................................................4

                Statement of Changes in Shareholder's Equity
                for the six months ended June 30, 1999 and 1998 .......................................................5

                Statement of Cash Flows for the six months
                ended June 30, 1999 and 1998 ..........................................................................6

                Notes to Unaudited Financial Statements................................................................7

      Item 2.   Management's Discussion and Analysis of
                Financial Condition and Results of Operations..........................................................8

PART II.   OTHER INFORMATION

      Item 1.   Legal Proceedings......................................................................................9

      Item 5.   Other Information......................................................................................9

      Item 6.   Exhibits and Reports on Form 8-K.......................................................................9

      Signatures......................................................................................................11
</TABLE>


                                       2

<PAGE>   3


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                                  BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             JUNE 30,               DECEMBER 31,
                                                                              1999                     1998
                                                                            ----------              ------------
                                                                                   (DOLLARS IN THOUSANDS)

<S>                                                                         <C>                     <C>
Cash...............................................................         $      535              $      502
Deferred income taxes..............................................                 84                      35
                                                                            ----------              ----------
          TOTAL ASSETS.............................................         $      619              $      537
                                                                            ==========              ==========

Accrued expenses...................................................         $      240              $      101
Tax and other payables to affiliates...............................                 56                      --
                                                                            ----------              ----------
          TOTAL LIABILITIES........................................                296                     101
                                                                            ----------              ----------

Shareholder's equity
  Common stock, par value $.01 per share,
     1,000 shares authorized, issued, and outstanding..............                 --                      --
  Additional paid-in capital.......................................                 10                      10
  Retained earnings................................................                313                     426
                                                                            ----------              ----------
          TOTAL SHAREHOLDER'S EQUITY...............................                323                     436
                                                                            ----------              ----------
          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY...............         $      619              $      537
                                                                            ==========              ==========
</TABLE>
--------------------
The accompanying notes are an integral part of these financial statements.






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<PAGE>   4


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                        JUNE 30,                              JUNE 30,
                                                              ------------------------------ -----------------------------------
                                                                 1999               1998               1999              1998
                                                              ----------         ----------         ----------        ----------
                                                                                    (DOLLARS IN THOUSANDS)
<S>                                                           <C>                <C>                <C>               <C>
NONINTEREST INCOME
  Net gain on the sale of residential mortgages......         $       --         $   17,498         $    4,442        $   17,498
                                                              ----------         ----------         ----------        ----------

NONINTEREST EXPENSE
  Professional fees..................................                 --                (48)                --                --
  Contracted clerical labor..........................                 --                (50)                --                --
  Other..............................................                 --                (10)                --                --
                                                              ----------         ----------         ----------        ----------
                                                                      --               (108)                --                --
                                                              ----------         ----------         ----------        ----------

          EARNINGS BEFORE INCOME TAXES...............                 --             17,606              4,442            17,498
Applicable income taxes..............................                 --              6,124              1,555             6,124
                                                              ----------         ----------         ----------        ----------
         NET EARNINGS................................         $       --         $   11,482         $    2,887        $   11,374
                                                              ==========         ==========         ==========        ==========
</TABLE>

--------------------

The accompanying notes are an integral part of these financial statements.













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<PAGE>   5


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              ADDITIONAL
                                            COMMON             PAID-IN             RETAINED
                                             STOCK             CAPITAL             EARNINGS             TOTAL
                                           ---------          ------------        ----------         ----------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                        <C>                <C>                 <C>                <C>
BALANCE, JANUARY 1, 1999..........         $      --          $       10          $      426         $      436

Net earnings......................                --                  --               2,887              2,887

Dividends.........................                --                  --              (3,000)            (3,000)
                                           ---------          ----------          ----------         ----------

BALANCE, JUNE 30, 1999............         $      --          $       10          $      313         $      323
                                           =========          ==========          ==========         ==========
</TABLE>

--------------------

The accompanying notes are an integral part of these financial statements.











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<PAGE>   6


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED
                                                                                JUNE 30,
                                                                     -----------------------------
                                                                         1999               1998
                                                                     -----------        ----------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                                  <C>                <C>
OPERATING ACTIVITIES
  Net earnings..............................................         $    2,887         $   11,374
  Deferred income tax benefit...............................                (49)              (352)
  Gain on sale of loans.....................................             (4,442)           (17,498)
  Net increase in other assets..............................                 --                 --
  Net increase in other liabilities.........................                195              7,481
                                                                     ----------         ----------
          Net cash provided by (used in) operating activities            (1,409)             1,005
                                                                     ----------         ----------

INVESTING ACTIVITIES
  Purchase of loans from parent company.....................           (132,467)          (383,779)
  Net proceeds from sale of loans to a trust................            136,909            401,277
                                                                     ----------         ----------
          Net cash provided by investing activities.........              4,442             17,498
                                                                     ----------         ----------

FINANCING ACTIVITIES
  Issuance of notes payable to parent company...............            132,467            383,779
  Repayment of notes payable to parent company..............           (132,467)          (383,779)
  Cash dividends paid.......................................             (3,000)           (11,000)
                                                                     ----------         ----------
          Net cash used by financing activities.............             (3,000)           (11,000)
                                                                     ----------         ----------
Net increase in cash........................................                 33              7,503
Cash at beginning of period.................................                502                 10
                                                                     ----------         ----------
Cash at end of period.......................................         $      535         $    7,513
                                                                     ==========         ==========
</TABLE>

--------------------

The accompanying notes are an integral part of these financial statements.










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<PAGE>   7


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES. The accounting and reporting policies of Union Planters
Mortgage Finance Corp. (the "Company") conform with generally accepted
accounting principles and general practice within the financial services
industry. The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes; actual results could differ from these estimates.

      BASIS OF PRESENTATION. The financial statements include the accounts of
the Company. The Company was established September 5, 1997 as a wholly owned,
limited-purpose finance subsidiary of Union Planters Bank, National Association
(the "Bank"), which in turn is a subsidiary of Union Planters Corporation
("UPC"). The Company was organized to facilitate the securitization of loans and
other assets through the issuance and sale of collateralized bonds and
pass-through securities through trusts established by the Company. Securities
issued through trusts will be secured primarily by residential mortgage loans
and mortgage-backed certificates of various types. These financial statements do
not include the accounts of the trusts established to carry out the issuance and
sale of collateralized bonds and pass-through securities.

NOTE 2.  SALE OF LOANS

      In February 1999 and May 1998, the Company securitized approximately $132
million and $381 million, respectively, in principal amount of previously
defaulted FHA insured and VA guaranteed mortgage loans serviced by the Bank. The
transactions were accounted for as a sale in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfer and Servicing of Financial Assets and Extinguishment of Liabilities."
The following summarizes the gains:

<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED
                                                             JUNE 30,
                                                   -----------------------------
                                                      1999               1998
                                                   ----------         ----------
<S>                                                <C>                <C>
Proceeds from sale of loans................        $  137,817         $  401,277
Principal balance of loans.................          (132,467)          (381,173)
                                                   ----------         ----------
          Gain.............................             5,350             20,104
Costs......................................              (908)            (2,606)
                                                   ----------         ----------
          Net gain on the sale of loans ...        $    4,442         $   17,498
                                                   ==========         ==========
</TABLE>

NOTE 3.  INCOME TAXES

      Income taxes are computed on a separate company basis. The Company files a
consolidated federal income tax return with the Bank and UPC. Deferred income
taxes are provided in accordance with SFAS No. 109, "Accounting for Income
Taxes." The components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED
                                                              JUNE 30,
                                                   -----------------------------
                                                      1999               1998
                                                   ----------         ----------
<S>                                                <C>                <C>
Current..............................              $    1,604         $    6,476
Deferred.............................                     (49)              (352)
                                                   ----------         ----------
          Total income tax expense...              $    1,555         $    6,124
                                                   ==========         ==========
</TABLE>

      The deferred tax asset is composed of accrued expenses that have not been
paid. The Company's effective tax rate does not differ from the federal
statutory rate of 35%.



                                       7
<PAGE>   8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

                      UNION PLANTERS MORTGAGE FINANCE CORP.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


      The following discussion and analysis should be read in conjunction with
the financial statements and related notes thereto.

GENERAL

      Union Planters Mortgage Finance Corp. (the "Company") was established
September 5, 1997 as a wholly owned, limited purpose, finance subsidiary of
Union Planters Bank, National Association (the "Bank"), which in turn is a
subsidiary of Union Planters Corporation. There was essentially no business
activity on the part of the Company until May 1998. The Company was organized to
facilitate the securitization of loans and other assets through the issuance and
sale of collateralized bonds and pass-through securities. Securities issued will
be secured primarily by residential mortgage loans and mortgage-backed
certificates of various types. In the future, the Company may finance other
types of loans and assets.

      In February 1999, the Company securitized approximately $132 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans securitized had a weighted-average
maturity of 222 months and a weighted-average interest rate of 9.67% per annum.
The loans will continue to be serviced by the Bank for a one percent fee.
Affiliates of the Company purchased all of the subordinated securities issued in
this transaction, with an approximate market value of $9.3 million. This
securitization, treated as a sale, resulted in a total gain of approximately
$5.4 million before costs and expenses. Securitization costs and expenses
accrued by the Company were approximately $954,000 and the balance of the
accrual was $240,000 at June 30, 1999. Securitization costs and expenses
included underwriting costs, legal and accounting fees, as well as cost to
prepare, record and deliver loan documents and files. Credit losses not covered
by insurance or guarantees are absorbed by subordinated security holders or, in
limited circumstances, the Bank as servicer. Therefore, the Company carries no
loan loss reserves. Excess cash resulting primarily from the net gain of $4.4
million resulted in declaration of a dividend payment to the Bank of $3.0
million.

      In May 1998, the Company securitized approximately $381 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans securitized had a weighted-average
maturity of 218 months and a weighted-average interest rate of 9.87% per annum.
The loans are serviced by the Bank for a one percent fee. Affiliates of the
Company purchased all of the subordinated securities issued in this transaction,
with an approximate market value of $17.4 million. This securitization, treated
as a sale, resulted in a total gain of approximately $17.5 million. Credit
losses not covered by insurance or guarantees are absorbed by subordinated
security holders or, in limited circumstances, the Bank as servicer. Therefore,
the Company carries no loan reserves. The Company has incurred and will continue
to incur expenses associated with preparation and maintenance of loan files and
recordation of loan documents. Excess cash resulting largely from a net gain of
$17.5 million resulted in declaration of a dividend payment to the Bank of $11.0
million.



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<PAGE>   9


                      UNION PLANTERS MORTGAGE FINANCE CORP.

                           PART II - OTHER INFORMATION


 ITEM 1 -- LEGAL PROCEEDINGS

           None.

 ITEM 5 -- OTHER INFORMATION

           None.

 ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

      (a)  EXHIBITS

      3.1  Certificate of Incorporation of the Registrant (Incorporated herein
           by reference to the Exhibits to Registrant's Registration Statement
           No. 333-35471 on Form S-3, filed September 12, 1997).

      3.2  Amended and Restated Bylaws of the Registrant (Incorporated herein by
           reference to the Exhibits to Pre-Effective Amendment No. 3 to the
           Registrant's Registration Statement No. 333-35471 on Form S-3, filed
           January 16, 1998).

      4.1  Standard Terms to Pooling and Servicing Agreement (January 1998
           Edition) (Incorporated herein by reference to the Exhibits to
           Pre-Effective Amendment No. 3 to the Registrant's Registration
           Statement No. 333-35471 on Form S-3, filed January 16, 1998).

      4.2  Form of Indenture between Registrant and Trustee (Incorporated herein
           by reference to the Exhibits to Pre-Effective Amendment No. 3 to the
           Registrant's Registration Statement No. 333-35471 on Form S-3, filed
           January 16, 1998).

      4.3  Form of Trust Agreement between Registrant and Trustee (Incorporated
           herein by reference to the Exhibits to Pre-Effective Amendment No. 3
           to the Registrant's Registration Statement No. 333-35471 on Form S-3,
           filed January 16, 1998).

      4.4  Form of Deposit Trust Agreement between Registrant and Trustee
           (Incorporated herein by reference to the Exhibits to Pre-Effective
           Amendment No. 3 to the Registrant's Registration Statement No.
           333-35471 on Form S-3, filed January 16, 1998).

      4.5  Standard Terms to Pooling and Servicing Agreement (May 1998 Edition)
           (Incorporated herein by reference to Exhibit to the Registrant's
           Current Report on Form 8-K , filed June 11, 1998).

      4.6  Copy of the Series 1998-1 Pooling and Servicing Agreement, dated as
           of May 1, 1998, by and among the Registrant, Union Planters Bank,
           N.A., as Master Servicer, The Bank of New York, as Contract of
           Insurance Holder, and The Bank of New York, as Trustee (Incorporated
           herein by reference to Exhibit to the Registrant's Current Report on
           Form 8-K , filed June 11, 1998).

      4.7  Copy of Series 1999-1 Pooling and Servicing Agreement, dated as of
           February 1, 1999, by and among the Registrant, Union Planters Bank,
           N.A., as Master Servicer, and Contract of Insurance Holder, and The
           Bank of New York, as Trustee (Incorporated herein by reference to
           Exhibit to the Registrant's Current Report on Form 8-K, filed March
           2, 1999).

      27   Financial Data Schedule (for SEC use only)

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      99.1 Form of Sales Agreement between the Registrant, as Purchaser, and the
           Seller (Incorporated herein by reference to the Exhibits to
           Pre-Effective Amendment No. 3 to the Registrant's Registration
           Statement No. 333-35471 on Form S-3, filed January 16, 1998).

      99.2 Form of Supplemental Servicing Agreement (Incorporated herein by
           reference to the Exhibits to Pre-Effective Amendment No. 3 to the
           Registrant's Registration Statement No. 333-35471 on Form S-3, filed
           January 16, 1998).

      (b)  REPORTS ON FORM 8-K

                  None.





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<PAGE>   11



                                    SIGNATURE


      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.


<TABLE>
<S>                                                  <C>
                                                     UNION PLANTERS MORTGAGE FINANCE CORP.
                                                                          (REGISTRANT)


Date:           July 23, 199                         By:                  /s/ Joel P. Katz
           --------------------------                    ------------------------------------------------------
                                                                          Joel P. Katz
                                                                   President and Chief Executive Officer




                                                     By:                      /s/ Mark Mosteller
                                                         ------------------------------------------------------
                                                                              Mark Mosteller
                                                                              Vice President
                                                                     (Principal Financial Officer)
</TABLE>



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