As filed with the Securities and Exchange Commission on December 29, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FIRST UNION CORPORATION
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)
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First Union Corporation Savings Plan
(Full title of the plan)
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Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(704) 374-6828
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee (1)
<S> <C> <C> <C> <C>
Common Stock (including 1,000,000 shs. $54.4375 $54,437,500 $18,772
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933 (the
"Securities Act"), the registration fee is being computed based upon $54.4375,
the average of the high and low prices reported on the New York Stock Exchange
Composite Transations tape on December 27, 1995.
In addition, pursuant to Rule 416(c) of the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(a) the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994;
(b) the Corporation's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1995 (as amended by Form 10-Q/A-1
dated May 16, 1995), June 30, 1995 and September 30, 1995; and
(c) the Corporation's Current Reports on Form 8-K dated January 2,
1995, June 19, 1995, June 20, 1995, June 21, 1995, June 30,
1995, and August 30, 1995.
In addition, all documents subsequently filed by the Corporation or the
First Union Corporation Savings Plan (the "Plan") pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (including
the rules and regulations thereunder, the "Exchange Act") 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 Common Stock issuable under
the Plan have 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.
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
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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, 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
liabilities arising out of his status as such, excluding any liability relating
to 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
extend permitted by the provisions of the North Carolina Business Corporation
Act, as the same may from time to time be in effect.
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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<PAGE>
Item 8. Exhibits.
Exhibit No. Description
(3)(i) Articles of Incorporation of the Corporation, as
amended. (Incorporated by reference to Exhibit
(4) to the Corporation's 1990 First Quarter Report
on Form 10-Q and to Exhibit (99)(a) to the
Corporation's 1993 First Quarter Report on Form
10-Q.)
(3)(ii) By-laws of the Corporation, as amended.
(Incorporated by reference to Exhibit (3)(b) to
Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement No. 33-62399.)
(4)(a) Shareholder Protection Rights Agreement, as
amended. (Incorporated by reference to Exhibits
(4)(b) to the Corporation's Current Reports on
Form 8-K dated December 18, 1990 and October 20,
1992, and to Exhibit (99) to the Corporation's
Current Reports on Form 8-K dated June 20, 1995
and June 21, 1995.)
(4)(b) 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 KPMG Peat Marwick LLP.
(23)(c) Consent of Marion A. Cowell, Jr., Esq. (Included
in Exhibit (5).)
(24) Power of Attorney.
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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 (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
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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
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 or 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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<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on December 29,
1995.
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 registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Edward E. Crutchfield* Chairman and Chief
Edward E. Crutchfield 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
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Robert J. Brown * Director
Robert J. Brown
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.
Leonard G. Herring * Director
Leonard G. Herring
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<PAGE>
Jack A. Laughery * Director
Jack A. Laughery
Max Lennon * Director
Max Lennon
Radford D. Lovett * Director
Radford D. Lovett
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
Dewey L. Trogdon * Director
Dewey L. Trogdon
John D. Uible * Director
John D. Uible
B.J. Walker * Director
B.J. Walker
Kenneth G. Younger * Director
Kenneth G. Younger
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<PAGE>
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: December 29, 1995
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the undersigned has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte,
North Carolina, on December 29, 1995.
FIRST UNION CORPORATION SAVINGS PLAN
By: /s/ Benjamin Jolley
Name: Benjamin Jolley
Title: Vice President
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EXHIBIT INDEX
Number Description Location
(3)(i) -Articles of Incorporation Incorporated by
of the Corporation, as amended. reference to Exhibit (4)
to the Corporation's
1990 First Quarter
Report on Form 10-Q
and to Exhibit (99)(a)
to the Corporation's
1993 First Quarter
Report on Form 10-Q.
(3)(ii) -By-laws of the Corporation, Incorporated by
as amended. reference to Exhibit
(3)(b) to Post-Effective
Amendment No. 1 on Form S-
8 to Registration
Statement No. 33-62399.
(4)(a) -Shareholder Protection Rights Incorporated by
Agreement, as amended. reference to Exhibits
(4)(b) to the Corporation's
Current Reports on Form
8-K dated December 18, 1990
and October 20, 1992, and
to Exhibit (99) to the
Corporation's Current
Reports on Form 8-K
dated June 20, 1995
and June 21, 1995.
(4)(b) -All instruments defining the Not filed pursuant to
rights of holders of long-term (4)(iii) of Item 601(b)
debt of the Corporation and its of Regulation S-K; to be
subsidiaries. furnished upon request of
the Commission.
(5) -Opinion of Marion A. Cowell, Filed herewith.
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick Filed herewith.
LLP.
(23)(b) -Consent of KPMG Peat Marwick Filed herewith.
LLP.
(23)(c) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
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Exhibit (5)
December 29, 1995
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Ladies and Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation")
in connection with the registration on Form S-8 of 1,000,000 shares of the
Corporation's Common Stock under the Securities Act of 1933 (the "Registration
Statement"), including rights attached thereto to purchase shares of Common
Stock or junior participating Class A Preferred Stock pursuant to the
Corporation's Shareholder Protection Rights Plan (collectively, the "Shares"),
that are issuable under the First Union Corporation Savings Plan (the "Plan").
On the basis of such investigation as I deemed necessary, I am of the
opinion that:
1. the Corporation has been duly incorporated and is
validly existing under the laws of the State of North
Carolina; and
2. the Shares have been duly authorized and, when the
Registration Statement has become effective under the
Securities Act of 1933 and the Shares have been duly issued
under the Plan, the Shares will be validly issued by the
Corporation, fully paid and nonassessable.
I hereby consent to the use of my name under Item 5 in Part II of the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required by the Securities
Act of 1933 and the rules promulgated thereunder.
Very truly yours,
Marion A. Cowell, Jr.
Exhibit (23)(a)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Union Corporation
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Union Corporation of our report on the
consolidated financial statements included in the 1994 Annual Report to
Stockholders which is incorporated by reference in the 1994 Form 10-K of First
Union Corporation. Our report refers to a change in the method of accounting for
investments in 1994.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
December 29, 1995
Exhibit (23)(b)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Fidelity Bancorporation:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Union Corporation of our report on the
consolidated financial statements included in the 1994 Annual Report on Form
10-K of First Fidelity Bancorporation. Our report dated January 18, 1995, refers
to changes in the methods of accounting for income taxes, postretirement
benefits other than pensions, postemployment benefits, and investments in 1993.
KPMG PEAT MARWICK LLP
New York, New York
December 29, 1995
Exhibit (24)
FIRST UNION CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and
officers of FIRST UNION CORPORATION (the "Corporation") hereby constitute and
appoint Marion A. Cowell, Jr. and Kent S. Hathaway, and each of them severally,
the true and lawful agents and attorneys-in-fact of the undersigned with full
power and authority in said agents and attorneys-in-fact, and in any one of
them, to sign for the undersigned and in their respective names as directors and
officers of the Corporation, a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of the shares of Common Stock of the
Corporation that are issuable under the Corporation's Savings Plan, and to sign
any and all amendments to such Registration Statement.
Signature Capacity
/s/ Edward E. Crutchfield Chairman and Chief
Edward E. Crutchfield Executive Officer and
Director
/s/ Robert T. Atwood Executive Vice President
Robert T. Atwood and Chief Financial
Officer
/s/ James H. Hatch Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
/s/ G. Alex Bernhardt Director
G. Alex Bernhardt
<PAGE>
/s/ W. Waldo Bradley Director
W. Waldo Bradley
/s/ Robert J. Brown Director
Robert J. Brown
/s/ Robert D. Davis Director
Robert D. Davis
/s/ R. Stuart Dickson Director
R. Stuart Dickson
/s/ B.F. Dolan Director
B. F. Dolan
/s/ Roddey Dowd, Sr. Director
Roddey Dowd, Sr.
Director
John R. Georgius
/s/ William H. Goodwin, Jr. Director
William H. Goodwin, Jr.
/s/ Brenton S. Halsey Director
Brenton S. Halsey
/s/ Howard H. Haworth Director
Howard H. Haworth
/s/ Torrence E. Hemby, Jr. Director
Torrence E. Hemby, Jr.
<PAGE>
/s/ Leonard G. Herring Director
Leonard G. Herring
/s/ Jack A. Laughery Director
Jack A. Laughery
/s/ Max Lennon Director
Max Lennon
/s/ Radford D. Lovett Director
Radford D. Lovett
/s/ Henry D. Perry, Jr. Director
Henry D. Perry, Jr.
/s/ Randolph N. Reynolds Director
Randolph N. Reynolds
/s/ Ruth G. Shaw Director
Ruth G. Shaw
/s/ Lanty L. Smith Director
Lanty L. Smith
Director
Dewey L. Trogdon
/s/ John D. Uible Director
John D. Uible
/s/ B.J. Walker Director
B.J. Walker
/s/ Kenneth G. Younger Director
Kenneth G. Younger
December 19, 1995
Charlotte, North Carolina
