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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
DECEMBER 20, 1994
Date of Report (Date of earliest event reported)
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
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NORTH CAROLINA 1-10000 56-0898180
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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ONE FIRST UNION CENTER, CHARLOTTE, NC 28288-0013
(Address of principal executive offices) (Zip Code)
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(704) 374-6565
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Attached hereto as Exhibit (99) is a copy of a News Release that was issued
by First Union Corporation on December 20, 1994.
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.
FIRST UNION CORPORATION
Date: December 20, 1994
Kent S. Hathaway
SENIOR VICE PRESIDENT
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EXHIBIT INDEX
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NO. DESCRIPTION
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(99) News Release dated December 20, 1994.
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EXHIBIT (99)
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Tuesday Investor Contact: Sean Fox
Dec. 20, 1994 704-374-7060
Media Contact: Marianna Sheridan
704-383-3715 (office)
704-333-6447 (home)
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FIRST UNION REDEEMS
PREFERRED STOCK ISSUE
CHARLOTTE, N.C. -- The board of directors of First Union Corporation (NYSE-FTU)
today elected to redeem all of the approximately 6.3 million outstanding shares
of its Series 1990 Cumulative Perpetual Adjustable Rate Preferred Stock
(NYSE:FTUpr). The redemption will occur on March 31, 1995, at a redemption price
of $51.50 per share.
As previously announced on October 18, 1994, a quarterly cash dividend of 8.65
percent per annum, applied against $50.00 ($1.0813) for the preferred stock will
be paid on December 31, 1994 to holders of record as of December 15, 1994. The
first quarter dividend for the preferred stock payable on March 31, 1995 will be
paid to stockholders of record as of March 15, 1995.
"We are taking advantage of the opportunity to redeem this relatively expensive
preferred issue because of the economic benefits," said Robert T. Atwood, chief
financial officer of First Union Corporation. "First Union's strong internal
capital generation allowed us to call this preferred issue with a positive
impact to earnings in 1995 and beyond."
For 1994, dividends on the preferred stock will be approximately $25 million.
For 1995 and beyond, the redemption is expected to have a positive impact to
earnings of approximately 7 to 10 cents per share, based on the current number
of common shares outstanding.
First Union will record a redemption premium in the fourth quarter, representing
the difference between the $44.96 book value of the preferred issue and the
$51.50 redemption price. In January 1994, the Securities and Exchange Commission
staff concluded that redemption premiums after that date should be reflected as
a return to the preferred stockholders similar to the treatment of dividends
paid to such holders. The redemption premium will reduce 1994 earnings per share
applicable to common stockholders by 24 cents; however, it will not reduce net
income.
Based on current market conditions and other assumptions relating to expected
income and expenses, First Union currently expects net income available to
common stockholders for 1994 before the redemption premium to be between $5.20
and $5.25 per share, and net income applicable to common stockholders after the
redemption premium to be between $4.96 and $5.01 per share.
The total redemption amount has been transferred to the redemption agent, First
Union National Bank of North Carolina, Corporate Trust Department, 230 South
Tryon Street, 11th Floor, Charlotte, N.C., 28288-1153. The New York Stock
Exchange has been notified of the redemption. Copies of this news release are
being mailed to the holders of the Series 1990 Preferred Stock. Additional
notices and letters of transmittal will be mailed to holders of the Series 1990
Preferred Stock at least 15 days prior to the redemption date.
Charlotte, N.C.-based First Union Corporation is the nation's 9th-largest bank
holding company, with assets of $74.2 billion as of Sept. 30, 1994.
