As filed with the Securities and Exchange Commission on November 1, 1994.
Registration No. 33-54739
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO.1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
__________
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
__________
Home Federal Savings Bank 1988 Long-Term Incentive Stock Option Plan
(Full title of the plan)
__________
Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6828
(Telephone number, including area code, of agent for service)
__________
This Post-Effective Amendment covers shares of the Registrant's
$3.33 1/3 par value common stock which were included in the shares of such
common stock originally registered on the Form S-4 to which this is
an amendment. The registration fee in respect to such common stock was paid
at the time of the original filing of the Registration Statement relating to
such common stock.
___________
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(1) the Annual Report of First Union Corporation (the
"Corporation") on Form 10-K for the year ended December
31, 1993;
(2) the Corporation's Quarterly Reports on Form 10-Q for
the periods ended March 31, 1994 and June 30, 1994; and
(3) the information set forth under "Description of the
Corporation's Capital Stock" in the Prospectus/Proxy
Statement dated September 7, 1994, filed with the
Securities and Exchange Commission relating to the
Corporation's Registration Statement No. 33-54739.
In addition, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Corporation's common stock
$3.33 1/3 par value per share (the "Common Stock"), issuable
under the Home Federal Savings Bank 1988 Long-Term Incentive
Stock Option Plan (the "Plan") has been passed upon for the
Corporation by Marion A. Cowell, Jr., Esq., Executive Vice
President, Secretary and General Counsel of the Corporation. Mr.
Cowell owns shares of Common Stock and holds options to purchase
additional shares of Common Stock.
The consolidated balance sheets of the Corporation as of
December 31, 1993 and 1992, and the related consolidated
statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1993, included in the Corporation's 1993 Annual
Report to Stockholders which is incorporated by reference in the
Corporation's 1993 Annual Report on Form 10-K and incorporated
herein by reference, have been incorporated herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
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Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to
indemnification of directors and officers of North Carolina
corporations. In general, the statute provides that (i) a
corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or
officer if he is not wholly successful in such defense, if it is
determined as provided in the statute that the director or
officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or adjudged
liable on the basis that personal benefit was improperly received
by him, the corporation may not indemnify him. The statute also
permits a director or officer of a corporation who is a party to
a proceeding to apply to the courts for indemnification, unless
the articles of incorporation provide otherwise, and the court
may order indemnification under certain circumstances set forth
in the statute.
The statute further provides that a corporation may in its
articles of incorporation or bylaws or by contract or resolution
provide indemnification in addition to that provided by the
statute, subject to certain conditions set forth in the statute.
The Corporation's By-laws provide for the indemnification of
the Corporation's directors and executive officers by the
Corporation against liability in any proceeding arising out of
his status as such, excluding any liability incurred on account
of activities which were at the time taken known or believed by
such person to be clearly in conflict with the best interests of
the Corporation.
The Corporation's Articles of Incorporation provide for the
elimination of the personal liability of each director of the
Corporation to the fullest extent permitted by the provisions of
the North Carolina Business Corporation Act, as the same may from
time to time be in effect, provided that no amendment shall
adversely affect the right or protection of a director that
exists at the time of the amendment.
The Corporation maintains directors and officers liability
insurance, which provides coverage of up to $80,000,000, subject
to certain deductible amounts. In general, the policy insures
(i) the Corporation's directors and officers against loss by
reason of any of their wrongful acts, and/or (ii) the Corporation
against loss arising from claims against the directors and
officers by reason of their wrongful acts, all subject to the
terms and conditions contained in the policy.
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Item 8. Exhibits.
Exhibit No. Description
(2) -Agreement and Plan of Acquisition, dated as of
May 27, 1994 by and among Home Federal Savings
Bank, the Corporation, First Union Corporation of
Virginia, and First Union National Bank of
Washington, D.C. (the "Merger Agreement").*
(3)(i) -Articles of Incorporation of the Corporation, as
amended.*
(3)(ii) -By-laws of the Corporation, as amended.*
(4)(a) -Statement of Classification of Shares creating
the Corporation's Series 1990 Preferred Stock.*
(4)(b) -Shareholder Protection Rights Agreement, as
amended.*
(4)(c) -All instruments defining the rights of holders of
long-term debt of the Corporation and its
subsidiaries. (Not filed pursuant to (4)(iii) of
Item 601(b) of Regulation S-K; to be furnished
upon request of the Commission.)
(5) -Opinion of Marion A. Cowell, Jr., Esq.*
(23)(a) -Consent of KPMG Peat Marwick LLP.
(23)(b) -Consent of Marion A. Cowell, Jr. (Included in
Exhibit (5).)
(24) -Power of Attorney.*
_________________________
*Previously filed.
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Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (as
amended, the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
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incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Request for acceleration of effective date of filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 1 on
Form S-8 to Registration statement No. 33-54739 on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on
November 1, 1994.
FIRST UNION CORPORATION
By:/s/ Kent S. Hathaway
Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 33-54739 on Form S-4 has been signed by the
following persons in the capacities indicated and on the date
indicated.
Edward E. Crutchfield, Jr.* Chairman and Chief
Edward E. Crutchfield, Jr. Executive Officer and
Director
Robert T. Atwood * Executive Vice President
Robert T. Atwood and Chief Financial
Officer
James H. Hatch* Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
G. Alex Bernhardt* Director
G. Alex Bernhardt
W. Waldo Bradley* Director
W. Waldo Bradley
Robert J. Brown* Director
Robert J. Brown
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Robert D. Davis* Director
Robert D. Davis
R. Stuart Dickson* Director
R. Stuart Dickson
B.F. Dolan* Director
B.F. Dolan
Roddey Dowd, Sr.* Director
Roddey Dowd, Sr.
John R. Georgius* Director
John R. Georgius
William N. Goodwin, Jr.* Director
William N. Goodwin, Jr.
Brenton S. Halsey* Director
Brenton S. Halsey
Howard H. Haworth* Director
Howard H. Haworth
Torrence E. Hemby, Jr.* Director
Torrence E. Hemby, Jr.
Director
Leonard G. Herring
Jack A. Laughery* Director
Jack A. Laughery
Max Lennon* Director
Max Lennon
Radford D. Lovett* Director
Radford D. Lovett
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Henry D. Perry, Jr.* Director
Henry D. Perry, Jr.
Randolph N. Reynolds* Director
Randolph N. Reynolds
Ruth G. Shaw* Director
Ruth G. Shaw
Lanty L. Smith* Director
Lanty L. Smith
Director
Dewey L. Trogdon
Director
John D. Uible
B.J. Walker* Director
B.J. Walker
Kenneth G. Younger* Director
Kenneth G. Younger
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: November 1, 1994
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EXHIBIT INDEX
Number Description Location
(2) -The Merger Agreement. *
(3)(i) -Articles of Incorporation of the *
Corporation, as amended.
(3)(ii) -By-laws of the Corporation, *
as amended.
(4)(a) -Statement of Classification of *
Shares creating the Corporation's
Series 1990 Preferred Stock.
(4)(b) -Shareholder Protection Rights *
Agreement, as amended.
(4)(c) -All instruments defining the Not filed
rights of holders of long- pursuant to (4)
term debt of the Corporation (iii) of Item
and its subsidiaries. 601(b) of
Regulation S-K;
to be furnished
upon request of
the Commission.
(5) -Opinion of Marion A. Cowell, *
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP.
(23)(b) -Consent of Marion A. Cowell, Jr., Included in
Esq. Exhibit (5).
(24) -Power of Attorney. *
_______________________
*Previously filed.
Exhibit 23(a)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Union Corporation
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-8 to Registration Statement
on Form S-4 of First Union Corporation of our report on the
consolidated financial statements included in the 1993 Annual
Report to Stockholders which is incorporated by reference in the
1993 Form 10-K of First Union Corporation and to the reference to
our firm under the heading "Interests of Named Experts and
Counsel" in the Post-Effective Amendment No. 1 on Form S-8.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
November 1, 1994
