<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1995
REGISTRATION NO. 33-50103
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0898180
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288
(704) 374-6565
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, (as amended, the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
FIRST UNION CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
This Prospectus relates to the shares of common stock, $3.33 1/3 par value
per share (the "Common Stock" or "FUNC Common Stock"), of First Union
Corporation (the "Corporation" or "FUNC") that may be purchased under the
Corporation's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The
primary purpose of the Plan is to make available to the holders of Common Stock
the opportunity to purchase additional shares of Common Stock through the
reinvestment of cash dividends and optional cash payments. As of November 30,
1995, 4,140,633 shares of Common Stock are issuable under the Plan. See
"Description of Capital Stock".
Optional cash payments may currently be invested on the Investment Date (as
defined in the Plan) in each month at a one percent discount from the Investment
Price (as defined in the Plan), subject to a minimum amount of $25.00 and a
maximum amount of $10,000; provided (i) such discount and amounts may be changed
(and in the case of the discount, discontinued) at any time by the Corporation,
(ii) such maximum amount may be waived by the Corporation, in its sole
discretion, and (iii) optional cash payments in excess of $2,000 are subject to
the Threshold Price (as defined in the Plan) provisions of the Plan. The
foregoing discount is currently expected to continue for the foreseeable future,
subject to the right of the Corporation to change or discontinue the same as
indicated above. See "Description of the Plan -- Questions 14, 16 and 17".
Beneficial Owners (as defined in the Plan) of Common Stock may also
participate in the Plan under certain conditions. See "Description of the
Plan -- Questions 5 and 6".
A stockholder who is not a participant in the Plan may become one by
completing an Authorization Form and returning it to the Plan's administrator,
First Union National Bank of North Carolina (the "Bank" or "FUNB-NC"), a
subsidiary of the Corporation, Corporate Trust Department, 230 South Tryon
Street (11th Floor), Charlotte, North Carolina 28288-1153. Stockholders who are
participants in the Plan may terminate their participation at any time.
Stockholders who are not participants in the Plan and who do not want to become
participants need do nothing and will continue to receive their cash dividends,
if and when declared, as usual. Participants may call 1-800-347-1246 (374-2725
in Charlotte) if they have any questions concerning their accounts under the
Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF THE CORPORATION'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (the "Exchange Act"), and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Corporation can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices in New York (7 World Trade Center, New
York, New York 10048), and Chicago (Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661), and copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
listed and traded on the New York Stock Exchange (the "NYSE"). Reports, proxy
statements and other information can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005. This Prospectus does not
contain all of the information set forth in the Registration Statement on Form
S-3 of which this Prospectus is a part, and exhibits thereto (together with all
amendments thereto, the "Registration Statement"), which the Corporation has
filed with the Commission under the Securities Act of 1933, certain portions of
which have been omitted pursuant to the rules and regulations of the Commission,
and to which reference is hereby made for further information.
The Commissioner of Insurance of the State of North Carolina has not
approved or disapproved this offering nor has the Commissioner passed upon the
accuracy or adequacy of this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission (File
No. 1-10000) under the Exchange Act are hereby incorporated by reference in this
Prospectus:
(1) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994;
(2) the Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1995 (as amended by Form 10-Q/A-No. 1 dated May 16, 1995),
June 30, 1995, and September 30, 1995, respectively;
(3) the Corporation's Current Reports on Form 8-K dated January 13,
1995, June 19, 1995, June 20, 1995, June 21, 1995, June 30, 1995, and
August 30, 1995; and
(4) all documents filed pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS IS DELIVERED UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON,
A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, EXCEPT
FOR CERTAIN EXHIBITS TO SUCH DOCUMENTS. WRITTEN REQUESTS SHOULD BE SENT TO:
INVESTOR RELATIONS, FIRST UNION CORPORATION, TWO FIRST UNION CENTER, CHARLOTTE,
NORTH CAROLINA 28288-0206. TELEPHONE REQUESTS MAY BE DIRECTED TO (704) 374-6782.
2
<PAGE>
THE CORPORATION
The Corporation was incorporated under the laws of North Carolina in 1967
and is registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended (the "BHCA"). In 1968, the Corporation became the sole
stockholder of FUNB-NC and First Union Mortgage Corporation, a mortgage banking
firm acquired by FUNB-NC in 1964.
In addition to North Carolina, the Corporation currently operates banks in
Florida, South Carolina, Georgia, Tennessee, Virginia, Maryland and the District
of Columbia. In addition to providing a wide range of commercial and retail
banking and trust services through its banking subsidiaries, the Corporation
also provides various other financial services, including mortgage banking, home
equity lending, leasing, investment banking, insurance and securities brokerage
services, through other subsidiaries.
The Corporation's principal executive offices are located at One First
Union Center, Charlotte, North Carolina 28288-0013 (telephone number
(704)374-6565).
Following the 1985 Supreme Court decision upholding regional interstate
banking legislation, the Corporation has concentrated its efforts on building a
large regional banking organization in the eastern United States. Since November
1985, the Corporation has completed 60 banking related acquisitions and
currently has four acquisitions pending, including the more significant
acquisitions (I.E., acquisitions involving the acquisition of $3.0 billion or
more of assets or deposits) set forth in the following table.
<TABLE>
<CAPTION>
CONSIDERATION/
ASSETS/ ACCOUNTING
NAME HEADQUARTERS DEPOSITS (1)(2) TREATMENT COMPLETION DATE
<S> <C> <C> <C> <C>
Atlantic Bancorporation Florida $3.8 billion common stock/ November 1985
pooling
Northwestern Financial Corporation North Carolina 3.0 billion common stock/ December 1985
pooling
First Railroad & Banking Company of
Georgia Georgia 3.7 billion common stock/ November 1986
pooling
Florida National Banks of Florida,
Inc. Florida 7.9 billion cash and preferred January 1990
stock/purchase
Southeast Banking Corporation
subsidiary banks ("Southeast Banks") Florida 9.9 billion cash, notes September 1991
and preferred
stock/purchase
Resolution Trust Corporation ("RTC")
acquisitions Florida, Georgia, 5.3 billion cash/purchase 1991-1994
Virginia
Dominion Bankshares Corporation Virginia 8.9 billion common stock March 1993
and preferred
stock/pooling
Georgia Federal Bank, FSB Georgia 4.0 billion cash/purchase June 1993
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CONSIDERATION/
ASSETS/ ACCOUNTING COMPLETION
NAME HEADQUARTERS DEPOSITS (1)(2) TREATMENT DATE
<S> <C> <C> <C> <C>
First American Metro Corp. Virginia 4.6 billion cash/purchase June 1993
American Savings of Florida, FSB Florida 3.3 billion common stock/ July 1995
purchase
First Fidelity Bancorporation ("FFB")
(3) New Jersey $35.3 billion common stock Pending
and preferred
stock/pooling
</TABLE>
(1) The dollar amounts indicated represent assets of the related organization as
of the last reporting period prior to acquisition, except for (i) the dollar
amount relating to RTC acquisitions, which represents savings and loan
deposits acquired from the RTC, and (ii) the dollar amount relating to
Southeast Banks, which represents assets of the two banking subsidiaries of
Southeast Banking Corporation acquired from the Federal Deposit Insurance
Corporation.
(2) In addition, the Corporation acquired Lieber & Company ("Lieber"), a mutual
fund advisory company with approximately $3.4 billion in assets under
management at the time of acquisition in June 1994. Since such assets are
not owned by Lieber, they are not reflected on the Corporation's balance
sheet.
(3) Certain financial and other information regarding FFB is incorporated herein
by reference through the Corporation's Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. See "Incorporation of Certain Documents by
Reference".
The Corporation is continually evaluating acquisition opportunities and
frequently conducts due diligence activities in connection with possible
acquisitions. As a result, acquisition discussions and, in some cases,
negotiations frequently take place and future acquisitions involving cash, debt
or equity securities can be expected. Acquisitions typically involve the payment
of a premium over book and market values, and therefore some dilution of the
Corporation's book value and net income per common share may occur in connection
with any future transactions.
4
<PAGE>
SUMMARY
The following summary of certain provisions of the Plan is qualified in its
entirety by reference to the provisions of the Plan set forth below under
"Description of the Plan". Capitalized terms not previously defined are defined
under "Description of the Plan".
-- The number of shares of Common Stock currently available for issuance
under the Plan is .
-- The discount currently being offered to purchase shares of Common
Stock under the Plan is one percent. The discount may be adjusted by
the Corporation from time to time in its discretion. The primary
factors the Corporation currently expects to consider in making such
adjustments are (i) the market price of the Common Stock, (ii) the
current and expected capital needs of the Corporation, and (iii) the
amount of optional cash payments expected to be invested under the
Plan.
-- The maximum amount of optional cash payments that currently may be
invested on each Investment Date is $10,000; provided that optional
cash payments in excess of $2,000 are subject to the Threshold Price
provisions of the Plan. Such maximum amount may be waived by the
Corporation from time to time in its discretion. The primary factors
the Corporation currently expects to consider in granting such waivers
are (i) the amount of optional cash payments expected to be invested
under the Plan, (ii) the amount the Corporation is requested to waive,
(iii) the Investment Price of the Common Stock, and (iv) the current
and expected capital needs of the Corporation.
-- The foregoing discount, maximum and waiver provisions of the Plan
affect the amount of shares that may be distributed under the Plan and
the manner of distribution in various ways, including, under certain
circumstances, encouraging financial intermediaries to participate in
the Plan. Under such circumstances, such intermediaries may (i) engage
in positioning and other transactions which would allow them to
acquire shares prior to the record date for a particular Investment
Date, (ii) purchase shares at a discount under the Plan, and (iii)
resell the shares to capture the discount. If such financial
intermediaries engage in such transactions, under certain
circumstances such intermediaries may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act"). The Corporation has not entered into
any arrangements (formal or informal) with any financial
intermediaries to engage in such transactions.
-- From January through November 1995, the Corporation has sold 688,680
shares of Common Stock under the Plan for $31.0 million, none of which
was sold pursuant to waivers. During 1994, the Corporation sold
762,258 shares of Common Stock under the Plan for $31.8 million, none
of which was sold pursuant to waivers. All of the shares sold were
sold at either a one or three percent discount. Certain Participants
may be broker-dealers or other financial intermediaries. The
Corporation is not aware of which Participants may be broker-dealers
or other financial intermediaries, nor is the Corporation aware of the
intent of any Participants with respect to purchases under the Plan.
DESCRIPTION OF THE PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who are not participants in the Plan will continue
to receive cash dividends, if and when declared, as usual.
5
<PAGE>
GLOSSARY OF DEFINED TERMS
-- "Agent" means a bank, currently Branch Banking & Trust Company,
unaffiliated with the Corporation acting on behalf of Participants in
the Plan.
-- "Bank" means First Union National Bank of North Carolina, a subsidiary
of the Corporation.
-- "Beneficial Owner" means a beneficial owner of shares of Common Stock
on whose behalf a Participant may be acting under and in accordance
with the applicable provisions of the Plan.
-- "Common Stock" means the Common Stock, $3.33 1/3 par value per share,
of the Corporation.
-- "Corporation" means First Union Corporation.
-- "Daily Investment Price" means the average high and low sale prices of
the Common Stock on the NYSE on a trading day during the Pricing
Period.
-- "Investment Date" means the Common Stock cash dividend payment dates
in months in which dividends are paid and the 15th day of the month in
each other month; provided if the NYSE is not open on such date the
Investment Date will be the next day that the NYSE is open.
-- "Investment Price" means the price at which original issue shares of
Common Stock are purchased under the Plan.
-- "NYSE" means the New York Stock Exchange.
-- "Participant" means a holder of record of shares of Common Stock who
is eligible to participate and is a participant in the Plan.
-- "Plan" means the Corporation's Dividend Reinvestment and Stock
Purchase Plan.
-- "Pricing Period" means the ten business days preceding an Investment
Date.
-- "Threshold Price" means the minimum price for the investment of
optional cash payments established by the Corporation prior to 5:00
p.m. on the last business day preceding each Pricing Period.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to provide holders of Common Stock the
opportunity of reinvesting cash dividends and optional cash payments in
additional shares of Common Stock. Shares purchased under the Plan will either
be original issue shares or shares purchased in the open market by a bank
unaffiliated with the Corporation acting on behalf of participants in the Plan
(the "Agent"). To the extent shares are original issue shares, the Corporation
will receive additional funds for its general corporate purposes, including
investments in, or extensions of credit to, the Corporation's banking and
nonbanking subsidiaries. See "Use of Proceeds". To the extent shares are
purchased in the open market, the Corporation will not receive any additional
funds.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
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<PAGE>
-- Automatically reinvest their Common Stock cash dividends, including
dividends on shares of Common Stock held by them under the Plan, in
additional shares of Common Stock.
-- Reinvest additional cash, under certain terms and conditions, in
additional shares of Common Stock.
-- Reinvest the full amount of all dividends and any optional cash
payments (net of certain costs and expenses in connection with
purchases made in the open market), since fractional share interests
may be held under the Plan.
-- Avoid safekeeping and record-keeping requirements and costs through
the free custodial service and reporting provisions of the Plan.
DISADVANTAGES
3. WHAT ARE SOME OF THE DISADVANTAGES OF THE PLAN?
-- Prior to being invested on a particular Investment Date, optional cash
payments may not be returned to Participants, unless a request is
received prior to 5:00 p.m. on the last business day prior to the
applicable Investment Date.
-- NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS PENDING INVESTMENT
OR RETURN.
-- While a one percent discount is currently provided from the Investment
Price, the Investment Price, as so discounted, may exceed the price at
which shares of the Common Stock are trading on the Investment Date
when the shares are issued or thereafter.
IMPORTANT DATES
4. WHAT ARE SOME OF THE IMPORTANT DATES TO REMEMBER ABOUT THE PLAN?
-- PARTICIPATION. An Authorization Form must be received by the record
date established for a particular dividend in order to have such
dividend reinvested under the Plan. In order to have optional cash
payments reinvested under the Plan in months in which no dividend is
paid, a Participant must be a holder of record on the last business
day of the month prior to the Investment Date relating to such
optional cash payments. If a Participant desires to reinvest dividends
or optional cash payments on behalf of Beneficial Owners, a Beneficial
Owner Authorization Form must be received by the record date for such
dividend or by the last day of the month prior to the Investment Date
for such optional cash payments, as applicable. See Question 6.
7
<PAGE>
-- PRICING PERIOD. The ten business days preceding the applicable
Investment Date. See Question 14.
-- INVESTMENT DATES. In months in which dividends are paid the Investment
Date is the dividend payment date. In months in which dividends are
not paid the Investment Date is generally the 15th day of the month.
See Question 12.
-- OPTIONAL CASH PAYMENTS. The deadline for receiving optional cash
payments is 5:00 p.m., Charlotte time, on the last business day prior
to the applicable Investment Date. See Question 15.
-- THRESHOLD PRICE. A Threshold Price for reinvesting optional cash
payments in excess of $2,000 will be established prior to 5:00 p.m. on
the last business day preceding each Pricing Period. See Question 17.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of shares of Common Stock are eligible to participate
in the Plan, excluding depository clearing organizations (all such holders of
record who became participants in the Plan being referred to herein as
"Participants"); provided, however, if any Participants, or any beneficial
owners of shares of Common Stock on whose behalf a Participant may be acting as
hereinafter provided ("Beneficial Owners"), have the same social security number
or federal tax identification number, the maximum amount which all such
Participants or Beneficial Owners, as applicable, may reinvest as optional cash
payments on each Investment Date is limited to the maximum amount that one
Participant may so reinvest on such Investment Date, except as may otherwise be
permitted under the Plan.
6. HOW DOES AN ELIGIBLE STOCKHOLDER BECOME A PARTICIPANT?
An eligible stockholder may join the Plan by signing an Authorization Form
and returning it to the Bank. Authorization Forms may be obtained at any time by
written request to First Union National Bank of North Carolina, Corporate Trust
Department, 230 South Tryon Street (11th Floor), Charlotte, North Carolina
28288-1153.
In addition to the foregoing, a broker, bank, nominee or other eligible
stockholder, all of whose shares are beneficially owned by others, who desires
to participate in the Plan on behalf of such Beneficial Owners, may participate
in the Plan by signing and returning a Beneficial Owner Authorization Form
listing such Beneficial Owners and their tax identification numbers. Such
Beneficial Owner Authorization Form must be submitted each time the Participant
desires to participate in the Plan on behalf of such Beneficial Owners. In the
case of reinvestment of dividends the Beneficial Owner Authorization Form must
be submitted by the record date for each dividend. In the case of optional cash
payments the Beneficial Owner Authorization Form must be submitted by the last
day of the month prior to the Investment Date for such optional cash payments.
Beneficial Owners desiring to participate in the Plan should (i) contact
the holder of record who holds the shares of Common Stock on behalf of such
Beneficial Owners, (ii) have such holder of record become a Participant in the
Plan by signing an Authorization Form, and (iii) have such holder of record sign
and return a Beneficial Owner Authorization Form, as described above. The
Corporation may establish other or additional requirements that apply to
Participants who desire to participate in the Plan on behalf of Beneficial
Owners.
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<PAGE>
7. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?
An eligible stockholder may join the Plan at any time. If an Authorization
Form is received by the Bank on or before the record date established for
payment of a particular dividend, reinvestment of dividends under the Plan will
commence with that dividend. If an Authorization Form is received after the
record date established for a particular dividend, the reinvestment of dividends
under the Plan will begin with the next succeeding dividend. In the past,
quarterly dividend record and payment dates for Common Stock have ordinarily
occurred on or about the following dates:
<TABLE>
<S> <C>
RECORD DATE PAYMENT DATE
February 28 March 15
May 31 June 15
August 31 September 15
November 30 December 15
</TABLE>
In order to make optional cash payments in months in which no dividend is
paid, a Participant must be a holder of record on the last day of the month
prior to the Investment Date relating to such optional cash payments.
ADMINISTRATION
8. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Bank performs certain bookkeeping and similar administrative functions
in connection with the operation of the Plan, including keeping records and
sending statements of accounts to Participants.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
To the extent shares are original issue shares, Participants will incur no
brokerage commissions or service charges for purchases made under the Plan. To
the extent shares are purchased in the open market by the Agent, brokerage
commissions or mark-ups and any other fees or expenses charged by the
broker-dealer or broker-dealers involved, will be paid out of the total amount
to be invested and therefore will be paid by the Participants on a pro rata
basis.
PURCHASES
10. HOW ARE SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN?
Purchases under the Plan are currently being made from the Corporation's
authorized and unissued shares. The Corporation will give Participants at least
30 days' prior written notice if purchases under the Plan are changed to open
market purchases by the Agent. If the Corporation were to give such notice, the
Corporation expects that such open market purchases would continue for not less
than the 12-month period following such change.
Purchases by the Agent in the open market will be made at such times, in
such amounts, at such prices and by such methods as the Agent shall in its sole
discretion deems to be in the best interests of the Plan and the Participants,
subject to applicable rules and regulations of the Commission. The primary
factors the Corporation currently expects to consider in determining whether to
commence open market purchases under the
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Plan are (i) the market price of the Common Stock, (ii) the current and expected
capital needs of the Corporation, and (iii) the number of original issue shares
expected to be issued under the Plan.
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased under the Plan for each Participant will
depend on the amount of each Participant's dividends and optional cash payments,
the market price of the Common Stock, and if the shares purchased are purchased
in the open market by the Agent, the amount of brokerage commissions or mark-ups
and any other fees or expenses charged by the broker-dealer or broker-dealers
involved. Each Participant's account will be credited with the number of shares,
including fractions computed to four decimal places, equal to the total amount
reinvested under the Plan by the Participant, divided by the applicable purchase
price per share of the Common Stock (including brokerage commissions or mark-ups
and other brokerage fees and expenses in the case of open market purchases). The
Plan does not permit partial reinvestment of dividends.
Since there is currently no maximum on the number of shares that may be
issued to a Participant as reinvested dividends, financial intermediaries and
others may engage in positioning transactions in order to obtain shares at a
discount for resale.
12. WHAT ARE THE INVESTMENT DATES?
The investment dates ("Investment Dates") will be the cash dividend payment
dates in months in which dividends are paid and the 15th day of the month in
each other month; provided if the NYSE is not open on such date the Investment
Date shall be the next day that the NYSE is open.
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Purchases of original issue shares will be made as of each Investment Date
and will include the optional cash payments and dividends to be reinvested as of
each Investment Date, as applicable. Open market purchases under the Plan will
be made by the Agent following each Investment Date and the delivery to the
Agent by the Bank of the optional cash payments and dividends to be reinvested,
as applicable. No interest will be paid on any funds received under the Plan.
14. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
If shares issued under the Plan are original issue shares, the price at
which such shares will be purchased (the "Investment Price") will be the average
of the high and low sale prices of the Common Stock on the NYSE on the ten
business days preceding the applicable Investment Date (the "Pricing Period"),
subject to the provisions set forth below with respect to optional cash payments
in excess of $2,000 if the Threshold Price is greater than the Investment Price;
provided no purchases shall be made in the event that this price is less than
the par value of the Common Stock (presently $3.33 1/3 per share), and provided,
further, that the Corporation shall have the right from time to time to allow
such purchases to be made at a discount, upon giving Participants not less than
30 days' prior written notice thereof. If instituted, such discount may
thereafter be changed or discontinued, upon giving Participants similar notice
of such change or discontinuance. Dividends and optional cash payments are
currently being used to purchase shares of Common Stock at a one percent
discount. The Corporation currently expects to continue such discount for the
foreseeable future, but as indicated above, such discount may be changed or
discontinued at any time.
If shares issued under the Plan are purchased in the open market by the
Agent, the price at which such shares will be purchased will be the prices per
share payable to the broker-dealer or broker-dealers involved
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<PAGE>
(including brokerage commissions or mark-ups and any other brokerage fees and
expenses charged by the broker-dealer or broker-dealers involved).
OPTIONAL CASH PAYMENTS
15. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An optional cash payment may be made by a Participant enclosing a check or
money order payable to "First Union National Bank of North Carolina, Agent"
together with an optional cash payment form attached to a statement of account
referred to below and mailing them to First Union National Bank of North
Carolina, Corporate Trust Department, 230 South Tryon Street (11th Floor),
Charlotte, North Carolina 28288-1153. The deadline for receiving optional cash
payments to be reinvested as of a particular Investment Date, is 5:00 p.m.,
Charlotte time, on the last business day prior to such Investment Date. Optional
cash payments received after such date and time will be reinvested as of the
next Investment Date, subject to the provisions of the Plan relating thereto.
Wire transfer of funds may be made with the prior approval of the Bank.
If a Participant desires the return of an optional cash payment, the Bank
must be notified of such desire prior to 5:00 p.m. on the last business day
prior to the Investment Date. Requests received by the Bank after such time will
not be honored.
16. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The same amount of money does not need to be sent each month and a
Participant is under no obligation to make an optional cash payment in any
month. Any optional cash payments, however, must not be less than $25.00 per
payment nor, unless approved by the Corporation as hereinafter provided and
subject to the Threshold Price provisions of the Plan with respect to optional
cash payments in excess of $2,000, may such payments to be reinvested by any
Participant currently aggregate more than $10,000 on any Investment Date for
such Participant or for each Beneficial Owner on whose behalf a Participant may
be investing, as applicable, subject to the right of the Corporation from time
to time to change such amounts or to eliminate optional cash payments upon
giving Participants in the Plan not less than 30 days' prior written notice of
the effective date of such change; provided, however, any such change shall not
occur more often than once every three months.
If a Participant is acting on behalf of Beneficial Owners, in order to
invest any optional cash payments on behalf of such Beneficial Owners, by the
last day of the month prior to the Investment Date on which the Participant
desires to reinvest such optional cash payments the Participant must deliver a
Beneficial Owner Authorization Form to the Bank, as described above.
Participants who wish to make optional cash payments in excess of the
maximum amount may do so if they have obtained the prior written approval of the
Corporation to make such payments, which approval may be granted or withheld in
the Corporation's sole discretion. Requests for such approval should be directed
to the Corporation at (704) 374-6782.
The primary factors the Corporation currently expects to consider in
determining whether to grant waiver requests are (i) the market price of the
Common Stock, (ii) the current and expected capital needs of the Corporation,
(iii) the amount of optional cash payments expected to be received, and (iv) the
amount the Corporation is being requested to waive. The Corporation currently
expects that waivers in any given month would either be granted to all
Participants who request the same or be denied to all such Participants, unless
the amount one or more Participants are requesting to be waived exceeds the
amount the Corporation desires
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<PAGE>
to receive in such month. There is currently no maximum dollar limit on the
amount of shares of Common Stock that may be purchased pursuant to a waiver.
17. WHAT ARE THE THRESHOLD PRICE PROVISIONS?
Prior to 5:00 p.m. on the last business day preceding each Pricing Period,
the Corporation will establish a minimum price for the reinvestment of optional
cash payments (the "Threshold Price") in excess of $2,000 on the Investment Date
following such Pricing Period, subject to the following provisions:
-- The Threshold Price will be established in the Corporation's sole
discretion after a review of current market conditions and other
factors.
-- A Participant may obtain the Threshold Price by telephoning the
Corporation at (704) 374-6782.
-- If the average high and low sale prices of the Common Stock on the NYSE
on a trading day during the Pricing Period (a "Daily Investment Price")
is less than the Threshold Price, such Daily Investment Price will be
excluded from the Pricing Period for purposes of calculating the
Investment Price for optional cash payments in excess of $2,000, except
as set forth below. An example of this is set forth in Example 3 below,
where for purposes of calculating the Investment Price for optional
cash payments in excess of $2,000 only those days during the Investment
Period where the Daily Investment Price exceeds the Threshold Price are
used in making such calculation.
-- If the Threshold Price is greater than the Daily Investment Price on
each business day during a Pricing Period for a particular Investment
Date, prior to 5:00 p.m. on the last business day prior to such
Investment Date, the Corporation shall have the right to determine, in
its sole discretion, whether or not optional cash payment amounts in
excess of $2,000 in the aggregate per Participant or Beneficial Owner
will be reinvested at the Investment Price on such Investment Date. If
the Corporation determines that such payments are not to be so
reinvested, such payments will be returned to the Participants as
promptly as practicable following the Investment Date, without
interest.
-- A Participant may call the Corporation at the number listed above to
ascertain the Investment Price and if optional cash payment amounts in
excess of $2,000 are to be invested on the Investment Date.
-- The foregoing Threshold Price concept and return procedure apply only
to original issue shares and optional cash payment amounts in excess of
$2,000 in the aggregate per Participant or Beneficial Owner.
Some examples of how the Threshold Price provisions apply are as follows:
-- EXAMPLE 1. The Corporation sets the Threshold Price at $55.00 prior to
the Pricing Period. Each day's average of the high and low sale prices
of Common Stock on the NYSE for the ten business days during the
Pricing Period is below $55.00 and the average of such prices is
$52.50. Under these circumstances, the Corporation has the option to
either (i) permit all optional cash payments to be invested at $52.50
per share, less the applicable discount, or (ii) permit only optional
cash payments totalling $2,000 or less to be so invested.
-- EXAMPLE 2. The Corporation sets the Threshold Price at $55.00 prior to
the Pricing Period. Each day's average of the high and low sale prices
of Common Stock on the NYSE for the ten business days during the
Pricing Period is greater than $55.00 and the average of such prices is
$57.00. Under these
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<PAGE>
circumstances, all optional cash payments would be invested at $57.00
per share, less the applicable discount.
-- EXAMPLE 3. The Corporation sets the Threshold Price at $55.00 prior to
the Pricing Period. Several but not all of each day's average of the
high and low sale prices of Common Stock on the NYSE for the ten
business days during the Pricing Period are greater than $55.00. The
average of the days where such price exceeds $55.00 is $57.00. The
average of the ten days' high and low Common Stock price on the NYSE is
$52.50. Under these circumstances, (i) all optional cash payments equal
to $2,000 or less would be invested at $52.50 per share, less the
applicable discount, and (ii) all optional cash payments in excess of
$2,000 would be invested at $57.00 per share, less the applicable
discount.
The primary purpose of the Threshold Price provisions is to assure the
price the Corporation will receive for optional cash payments in excess of
$2,000 on each Investment Date.
REPORTS TO PARTICIPANTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?
As soon as practicable after each purchase made under the Plan on behalf of
a Participant, the Participant will receive a statement of his account, which
will include information regarding each such purchase and other information
regarding the status of the Participant's account as of the date of such
statement. These statements will provide a record of the cost basis of shares
purchased under the Plan and should be retained for tax purposes.
DIVIDENDS
19. WILL PARTICIPANTS RECEIVE DIVIDENDS ON SHARES HELD IN THEIR ACCOUNTS UNDER
THE PLAN?
Yes. Dividends will be paid on all shares of Common Stock held in
Participants' accounts under the Plan on the basis of the full shares and
fractional share interests held in such accounts on the record dates for such
dividends. Such dividends will automatically be reinvested in additional shares
of Common Stock, which will be credited to the Participants' accounts under the
Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
20. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or any portion of the full shares of Common
Stock held in the Participant's account under the Plan by notifying the Bank in
writing to that effect. The notice should be sent to First Union National Bank
of North Carolina, Corporate Trust Department, 230 South Tryon Street (11th
Floor), Charlotte, North Carolina 28288-1153. A certificate for the full shares
so withdrawn will be issued in the name of and mailed to the Participant. In no
case will certificates for fractional share interests be issued.
TERMINATION OF PARTICIPATION
21. HOW MAY A PARTICIPANT'S PARTICIPATION IN THE PLAN BE TERMINATED?
A Participant may terminate participation in the Plan at any time by
notifying the Bank in writing to that effect; provided that any notice of
termination received by the Bank between a dividend record date and payment date
will not be effective insofar as that dividend is concerned. Any such
termination notice should be sent to First Union National Bank of North
Carolina, Corporate Trust Department, 230 South Tryon Street (11th Floor),
Charlotte, North Carolina 28288-1153.
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<PAGE>
THE CORPORATION MAY ALSO TERMINATE A PARTICIPANT'S PARTICIPATION IN THE
PLAN FOR ANY REASON, INCLUDING IF DURING A CALENDAR YEAR A PARTICIPANT REINVESTS
LESS THAN $100.00 IN DIVIDENDS, BY GIVING WRITTEN NOTICE TO THAT EFFECT TO A
PARTICIPANT AT ANY TIME; PROVIDED THAT IF SUCH NOTICE IS GIVEN BETWEEN A
DIVIDEND RECORD DATE AND PAYMENT DATE, SUCH TERMINATION SHALL NOT BE EFFECTIVE
INSOFAR AS THAT DIVIDEND IS CONCERNED.
22.WHAT HAPPENS TO THE FULL SHARES AND ANY FRACTIONAL SHARE INTEREST IN A
PARTICIPANT'S ACCOUNT WHEN A PARTICIPANT'S PARTICIPATION IN THE PLAN IS
TERMINATED?
Upon termination of a Participant's participation in the Plan, a
certificate for the number of full shares in the Participant's account will be
issued in the name of and mailed to the Participant. In lieu of issuing a
certificate for any fractional share interest remaining in a terminated
Participant's account, the fractional share interest will be liquidated and a
check for the net proceeds resulting from such liquidation (I.E., the proceeds
from such sale less brokerage commissions and other brokerage charges) will be
mailed to the Participant.
OTHER INFORMATION
23.WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan on behalf of a Participant will not be issued in a
Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Bank of a written request therefor from the
Participant. Certificates representing fractional share interests will not be
issued under any circumstances.
24.WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES REGISTERED IN THE
PARTICIPANT'S NAME ARE TRANSFERRED OR SOLD?
If a Participant disposes of all shares of Common Stock registered in the
Participant's name on the stockholder records of the Corporation without
terminating participation in the Plan, the Bank will continue to reinvest
dividends payable on the shares of Common Stock held in the Participant's Plan
account until such time as the Participant's participation in the Plan is
terminated. A Participant who sells all of the shares of Common Stock held of
record in the name of such Participant would still hold shares under the Plan
because those shares are held by the Bank as nominee for all Participants in the
Plan. Dividends on the shares held in the Plan by such Participant would
continue to be reinvested under the Plan until the Participant requests that
such shares be issued to the Participant or sold by the Bank, as applicable.
Any Participant who does not have any shares of Common Stock registered in
his name on the stockholder records of the Corporation and who has less than 100
shares of Common Stock in his Plan account may instruct the Bank, in form
satisfactory to the Bank, to sell the shares of Common Stock in his Plan account
through the Agent. In addition, each quarter the Bank will send a form to each
Participant who disposed of the shares of Common Stock registered in his name
during the prior quarter, according to the stockholder records of the
Corporation, and who has less than 100 shares of Common Stock in his Plan
account, for use by such Participant if he wants the Bank to sell the shares of
Common Stock in his Plan account through the Agent. The Corporation will pay all
commissions or mark-ups and any other brokerage fees and expenses charged by the
broker-dealers involved in such sales. A check for the proceeds from the sale of
such shares of Common Stock will be mailed to the Participant following
settlement of the sale. Sales by the Agent will be made at such times, in such
amounts, at such prices and by such methods as the Agent in its sole discretion
deems to be in the best interests of the Plan and the Participants, subject to
applicable rules and regulations of the
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<PAGE>
Commission. A Participant will realize gain or loss in connection with such sale
of the shares of Common Stock in his Plan account equal to the difference
between the amount which the Participant receives for such shares and the tax
basis therefor.
25.WHAT HAPPENS IF THE CORPORATION HAS A COMMON STOCK RIGHTS OFFERING, STOCK
DIVIDEND OR STOCK SPLIT?
Any Common Stock stock dividend or stock split issued by the Corporation
will be credited to the accounts of Participants based on the number of shares
(including fractional share interests) held in such accounts on the record date
for such dividend or split. In the event the Corporation makes available to
holders of Common Stock, rights or warrants to purchase additional shares of
Common Stock or other securities, such rights or warrants will be made available
to Participants based on the number of shares (including fractional share
interests to the extent practicable) held in their accounts on the record date
established for determining the holders of Common Stock entitled to such rights
or warrants. See "Description of Capital Stock -- Rights Plan".
26. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
If on the record date for a meeting of stockholders there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
stockholder records of the Corporation and the Participant will receive one
proxy covering the total of such shares, which proxy will be voted as the
Participant directs; or, if a Participant so elects, the Participant may vote
all of such shares in person at the stockholders' meeting.
27. MAY A PARTICIPANT SELL, PLEDGE OR OTHERWISE ASSIGN OR TRANSFER HIS ACCOUNT
UNDER THE PLAN?
A Participant may not sell, pledge or otherwise assign or transfer his
account under the Plan, or any interest therein, or any shares of Common Stock
credited to such account, except that such shares may be sold as provided above
and may be transferred in accordance with such requirements as may be imposed by
the Bank in connection therewith. Except as provided in the preceding sentence,
a Participant who desires to sell, pledge or otherwise assign or transfer shares
of Common Stock in his account must request that certificates for such shares be
issued in the Participant's name.
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
REINVESTMENT OF DIVIDENDS
If the shares issued under the Plan are original issue shares,
Participants in the Plan will be considered to have received a dividend for
federal income tax purposes equal to the fair market value as of the
Investment Date of the shares purchased with the reinvested dividends, even
though the actual price, by virtue of a discount or market fluctuations during
the Pricing Period, may be more or less than that amount. If the shares
issued under the Plan are acquired by purchase in the open market,
Participants will be treated as having received a dividend equal to the cash
dividend paid by the Corporation increased by the amount of brokerage fees
paid to the Agent by the Corporation. Such dividend amount will become
the Participant's basis in the shares purchased under the Plan, and the
Participant's holding period for such shares will begin on the day following the
date of purchase.
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<PAGE>
The following example may be helpful to illustrate the federal income tax
consequences of the reinvestment of dividends under the Plan:
<TABLE>
<S> <C>
Cash dividends reinvested...................................................... $100.00
Assumed current market price*.................................................. $ 55.00
Less 1.0% discount............................................................. $ .55
Net purchase price per share................................................... $ 54.45
Number of shares purchased ($100.00 $54.45).................................... 1.8365
Total taxable dividend resulting from the transactions
($55.00 X 1.8365)**.......................................................... $101.01
</TABLE>
*This price is assumed for illustrative purposes only, and will vary with the
market price of the Common Stock.
**Assumes market price is equal to fair market value as of the Investment Date.
OPTIONAL CASH PAYMENTS
With respect to original issue shares, Participants in the Plan who elect
to reinvest in additional shares by making optional cash payments will be
treated for federal income tax purposes as having received a dividend equal to
the excess (if any) of (i) the fair market value on the Investment Date of the
shares purchased, over (ii) the optional cash payments made. (For the method
used in computing market price, see Question 14 above.) Participants will not
be deemed to have received a dividend with respect to shares acquired by
purchases in the open market, except to the extent of brokerage fees paid
to the Agent by the Corporation. The Participant's tax basis in the shares
purchased under the Plan will be equal to the cost paid by the Participant in
acquiring such stock, plus the amount (if any) treated as a dividend for
federal income tax purposes, and the Participant's holding period for such
shares will begin on the day following the date of purchase.
ADDITIONAL INFORMATION APPLICABLE TO REINVESTMENT OF DIVIDENDS AND OPTIONAL
CASH PAYMENTS
The dividend income by a corporate shareholder generally is eligible for a
70 percent dividends-received deduction under current federal tax laws.
A Participant will not realize any taxable income upon the receipt of
certificates for whole shares credited to the Participant's account under the
Plan, either upon the Participant's request for certificates for such shares or
upon withdrawal from or termination of the Plan. However, a Participant who
receives, upon withdrawal from or termination of the Plan, a cash payment for a
fractional share credit to the Participant's account will be treated as having
redeemed the fractional share of stock and accordingly will recognize gain or
loss for tax purposes equal to the difference between the cash payment and the
Participant's tax basis of such fractional share. Gain or loss will be realized
by the Participant upon the sale or exchange of shares after withdrawal from the
Plan. The amount of such gain or loss will be the difference between the amount
which the Participant receives for each whole share, and the Participant's tax
basis therefor.
A Participant (including a foreign stockholder) whose dividends are subject
to United States income tax withholding will have the amount of the tax to be
withheld deducted from such dividends before reinvestment in additional shares
for such Participant's Plan account. Statements confirming purchases made for
such Participants will indicate that tax has been withheld.
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<PAGE>
The above is intended only as a general discussion for the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.
29. WHO WILL ACT AS THE AGENT UNDER THE PLAN IN MAKING OPEN MARKET PURCHASES?
Branch Banking and Trust Company, Charlotte, North Carolina, will act as
the Agent on behalf of Participants in making open market purchases of Common
Stock under the Plan. The Agent may make such purchases in negotiated
transactions or on any securities exchange where the Common Stock may be listed,
which purchases may be on such terms as to price, delivery and otherwise as the
Agent may determine; provided such purchases may not be made from the
Corporation or any of its affiliates. The fees payable to the Agent for its
services will be paid by the Corporation. The Agent is not affiliated with the
Corporation.
30. WHAT IS THE RESPONSIBILITY OF THE BANK, THE CORPORATION AND THE AGENT UNDER
THE PLAN?
The Bank, the Corporation and the Agent shall not be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (i) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt by the Bank
of notice in writing of such death, (ii) with respect to the price at, or terms
upon which, shares of Common Stock may be purchased under the Plan or the times
such purchases may be made, or (iii) with respect to any fluctuation in the
market value of the Common Stock before, at or after any such purchases may be
made, nor shall they have any duties, responsibilities or liabilities except
such as are expressly set forth hereunder. The foregoing limited liability
provision does not affect a stockholder's right to bring a cause of action based
on alleged violations of federal securities laws. The terms and conditions of
the Plan shall be governed by the laws of the State of North Carolina.
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Corporation reserves the right to modify, suspend or terminate the Plan
at any time. Participants will be notified of any such modification, suspension
or termination.
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<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of original issue shares of Common Stock
issued under the Plan will be used for general corporate purposes of the
Corporation, which may include the reduction of indebtedness, investments at the
holding company level, investments in, or extensions of credit to, the
Corporation's banking and nonbanking subsidiaries and other banks and companies
engaged in other financial service activities, the purchase of outstanding
equity securities of the Corporation, and possible acquisitions. Pending such
use, the net proceeds may be temporarily invested. The precise amounts and
timing of the application of net proceeds will depend upon the funding
requirements of the Corporation and its subsidiaries and the availability of
other funds. Based upon the past and anticipated growth of the Corporation, the
Corporation may engage in additional financings of a character and amount to be
determined as the need arises.
The Corporation will not receive any funds under the Plan from the purchase
of shares of Common Stock in the open market by the Agent.
PLAN OF DISTRIBUTION
Subject to the discussion below, original issue shares of Common Stock sold
under the Plan are distributed directly by the Corporation rather than through
an underwriter, broker or dealer. There are no brokerage commissions or other
fees charged to Participants in connection with their purchases of such original
issue shares under the Plan. To the extent shares are purchased in the open
market by the Agent, brokerage commissions or mark-ups, and any other fees or
expenses charged by the broker-dealer or broker-dealers involved, will be paid
out of the total amount to be invested and therefore will be paid by the
Participants on a pro rata basis.
Persons who satisfy the eligibility requirements for participation in the
Plan, including brokers or dealers, are currently permitted to purchase
additional shares through optional cash payments at a one percent discount,
subject to the applicable minimum and maximum purchase limitations on any
Investment Date. Under the Plan, Participants may invest amounts (i) on behalf
of Beneficial Owners, and (ii) in excess of the maximum purchase limitation with
the prior written approval of the Corporation. It is not expected that a
material portion of shares of Common Stock will be issued pursuant to such
written approvals. See "Description of the Plan -- Questions 5 and 16".
Depending on the market price for the Common Stock and the Corporation's capital
needs at the time of any such request, the Corporation may elect to waive the
maximum purchase limitation. The grant or denial of waivers will be made by the
Corporation in its sole discretion. While the Plan is intended to benefit
existing stockholders who want to increase their investment in the Corporation,
the Plan has been, and is expected to continue to be, a major source of new
equity capital for the Corporation.
Broker-dealers and other financial intermediaries may engage in positioning
transactions in order to benefit from the discount upon reinvestment of
dividends since there are currently no caps on the number of shares of Common
Stock that can be issued with respect thereto.
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<PAGE>
Under certain circumstances, certain Participants may be deemed to be
"underwriters" within the meaning of the Securities Act and subject to
obligations (including an obligation to deliver a prospectus) and liabilities
thereunder. Common Stock purchased by such a Participant may be sold in one or
more transactions (which may include block transactions) on a relevant stock
exchange or in the over-the-counter market, in negotiated transactions, through
the writing of options on the stock (whether such options are listed on an
options exchange or otherwise) or a combination of such methods of resale and at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices and any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such Participant
and/or the purchasers of any such Common Stock. Any discount received from the
Corporation, and any profit made on any such resale and commissions or
concessions received, by any such Participants may be deemed to be underwriting
compensation under the Securities Act.
DESCRIPTION OF FUNC CAPITAL STOCK
THE DESCRIPTIVE INFORMATION SUPPLIED HEREIN OUTLINES CERTAIN PROVISIONS OF
THE ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES"), AND BYLAWS OF FUNC
AND THE NORTH CAROLINA BUSINESS CORPORATION ACT (THE "NCBCA"). THE INFORMATION
DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ALL RESPECTS BY REFERENCE TO
THE PROVISIONS OF FUNC'S ARTICLES AND BYLAWS AND THE NCBCA.
AUTHORIZED CAPITAL
The authorized capital stock of FUNC consists of 750,000,000 shares of FUNC
Common Stock, 10,000,000 shares of Preferred Stock, no-par value per share
("FUNC Preferred Stock"), and 40,000,000 shares of FUNC Class A Preferred Stock,
no-par value per share ("FUNC Class A Preferred Stock"). As of September 30,
1995, there were 167,795,141 shares of FUNC Common Stock and no shares of FUNC
Preferred Stock or FUNC Class A Preferred Stock issued and outstanding. The FUNC
Preferred Stock and FUNC Class A Preferred Stock are each issuable in one or
more series and, with respect to any series, the Board of Directors of FUNC,
subject to certain limitations, is authorized to fix the numbers of shares,
dividend rates, liquidation prices, liquidation rights of holders, redemption,
conversion and voting rights and other terms of the series. Shares of FUNC Class
A Preferred Stock and FUNC Preferred Stock that are redeemed, repurchased or
otherwise acquired by FUNC have the status of authorized, unissued and
undesignated shares of FUNC Class A Preferred Stock and FUNC Preferred Stock,
respectively, and may be reissued.
FUNC COMMON STOCK
Subject to the prior rights of the holders of any FUNC Preferred Stock and
any FUNC Class A Preferred Stock then outstanding, holders of FUNC Common Stock
are entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor and in the event of
liquidation or dissolution, to receive the net assets of FUNC remaining after
payment of all liabilities and after payment to holders of all shares of FUNC
Preferred Stock and FUNC Class A Preferred Stock of the full preferential
amounts to which such holders are respectively entitled, in proportion to their
respective holdings.
Subject to the rights of the holders of any FUNC Preferred Stock and any
FUNC Class A Preferred Stock then outstanding, all voting rights are vested in
the holders of the shares of FUNC Common Stock, each share being entitled to one
vote on all matters requiring stockholder action and in the election of
directors. Holders of FUNC Common Stock have no preemptive, subscription or
conversion rights. All of the outstanding shares of FUNC Common Stock are fully
paid and nonassessable.
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<PAGE>
FUNC PREFERRED STOCK
All shares of each series of FUNC Preferred Stock must be of equal rank and
have the same powers, preferences and rights and are subject to the same
qualifications, limitations and restrictions, except with respect to dividend
rates, redemption prices, liquidation amounts, terms of conversion or exchange
and voting rights.
FUNC CLASS A PREFERRED STOCK
Shares of FUNC Class A Preferred Stock rank prior or superior to FUNC
Common Stock and on a parity with or junior to (but not prior or superior to)
FUNC Preferred Stock or any series thereof, in respect of the right to receive
dividends and/or the right to receive payments out of the net assets of FUNC
upon any involuntary or voluntary liquidation, dissolution or winding up of
FUNC. Subject to the foregoing and to the terms of any particular series of FUNC
Class A Preferred Stock, each series of FUNC Class A Preferred Stock may vary as
to priority.
In the FFB acquisition agreement, upon consummation of the acquisition of
FFB (the "FFB Merger"), FUNC agreed to issue three corresponding new series of
FUNC Class A Preferred Stock with terms substantially identical to those of the
three outstanding series of FFB preferred stock to be exchanged therefor. The
following is a brief description of certain terms of the three outstanding
series of FFB preferred stock, based on information filed by FFB with, and
publicly available from, the Commission and the NYSE. See "The Corporation".
FFB SERIES B PREFERRED STOCK
The FFB Series B Convertible Preferred Stock ("FFB Series B Preferred
Stock") bears a cumulative annual dividend of $2.15 per share, has a liquidation
preference of $25.00 per share, is redeemable in whole or in part at the option
of FFB at $25.00 per share plus accrued but unpaid dividends to the redemption
date, and is currently convertible at the option of the holder thereof into
.7801 of a share of FFB common stock per share, subject to adjustment in certain
events. Upon consummation of the FFB Merger, such conversion ratio will be
adjusted in accordance with the FFB Merger exchange ratio (1.35 shares of FUNC
Common Stock for each share of FFB common stock outstanding at the time the FFB
Merger is consummated). Holders of FFB Series B Preferred Stock are entitled to
vote on all matters on which the holders of FFB common stock vote, together with
FFB common stock as a single class, and in such circumstances each holder of FFB
Series B Preferred Stock is entitled to such number of votes as is equal to
one-half of the number of shares of FFB common stock into which such holder's
shares of FFB Series B Preferred Stock are then convertible. Holders of FFB
Series B Preferred Stock are also entitled to vote as a separate class (with
other similarly situated holders of FFB preferred stock) (i) to elect directors
in the event of extended dividend arrearages, (ii) with respect to any amendment
of the FFB Certificate of Incorporation which adversely affects the rights of
holders of FFB Series B Preferred Stock, (iii) for FFB to redeem fewer than all
shares of FFB Series B Preferred Stock at any time when any dividends thereon
have not been paid for past periods, and (iv) in certain circumstances with
respect to the authorization or creation of more than ten million shares of any
FFB preferred stock or the authorization or creation of any securities ranking
prior to FFB Series B Preferred Stock.
FFB SERIES D PREFERRED STOCK
The FFB Series D Adjustable Rate Cumulative Preferred Stock ("FFB Series D
Preferred Stock") is non-voting, subject to certain limited exceptions, has a
liquidation preference of $100.00 per share and is redeemable in whole or in
part at the option of FFB at a redemption price of $100.00 per share plus
accrued but
20
<PAGE>
unpaid dividends to the redemption date. FFB Series D Preferred Stock cannot be
converted into any other class of capital stock of FFB. FFB Series D Preferred
Stock bears cumulative dividends at an annual rate (the "applicable rate") equal
to .75 percent less than the highest of the three-month U.S. Treasury Bill rate,
the U.S. Treasury ten-year constant maturity rate or the U.S. Treasury 20-year
constant maturity rate, adjusted quarterly; however, in no event may the
applicable rate be less than 6.25 percent or more than 12.75 percent per annum.
Holders of FFB Series D Preferred Stock are also entitled to vote as a separate
class (with other similarly situated holders of FFB preferred stock) (i) to
elect directors in the event of extended dividend arrearages, (ii) with respect
to any amendment of the FFB Certificate of Incorporation which adversely affects
the rights of holders of FFB Series D Preferred Stock, and (iii) with respect to
the authorization or creation of any securities ranking prior to FFB Series D
Preferred Stock.
FFB SERIES F PREFERRED STOCK
The FFB Series F 10.64% Preferred Stock (the "FFB Series F Preferred
Stock") bears a cumulative annual dividend rate of 10.64 percent, is non-voting,
subject to certain limited exceptions, has a liquidation preference of $1,000.00
per share and is redeemable in whole or in part at the option of FFB on or after
July 1, 1996, at $1,000.00 per share plus accrued and unpaid dividends to the
redemption date. FFB Series F Preferred Stock cannot be converted into any other
class of capital stock of FFB. The shares of FFB Series F Preferred Stock are
represented by depositary shares, with each depositary share representing a
1/40th interest in a share of FFB Series F Preferred Stock. Holders of the
depositary shares are entitled to all rights and preferences of FFB Series F
Preferred Stock proportionate to the ownership interest represented by the
number of depositary shares owned by them. Holders of FFB Series F Preferred
Stock are also entitled to vote as a separate class (with other similarly
situated holders of FFB preferred stock) (i) to elect directors in the event of
extended dividend arrearages, (ii) with respect to any amendment of the FFB
Certificate of Incorporation which adversely affects the rights of holders of
FFB Series F Preferred Stock, and (iii) with respect to the authorization or
creation of any securities ranking prior to FFB Series F Preferred Stock.
RIGHTS PLAN
Each outstanding share of FUNC Common Stock currently has attached to it
one right (an "FUNC Right") issued pursuant to a Shareholder Protection Rights
Agreement (as amended, the "FUNC Rights Agreement"). Each FUNC Right entitles
its registered holder to purchase one one-hundredth of a share of a junior
participating series of FUNC Class A Preferred Stock designed to have economic
and voting terms similar to those of one share of FUNC Common Stock, for
$110.00, subject to adjustment (the "Rights Exercise Price"), but only after the
earlier to occur (the "Separation Time") of: (i) the tenth business day (subject
to extension) after any person (an "Acquiring Person") (x) commences a tender or
exchange offer, which, if consummated, would result in such person becoming the
beneficial owner of 15 percent or more of the outstanding shares of FUNC Common
Stock, or (y) is determined by the Federal Reserve Board to "control" FUNC
within the meaning of the BHCA (see " -- Other Provisions" below), subject to
certain exceptions; and (ii) the tenth business day after the first date (the
"Flip-in Date") of a public announcement that a person has become an Acquiring
Person. The FUNC Rights will not trade separately from the shares of FUNC Common
Stock unless and until the Separation Time occurs.
The FUNC Rights Agreement provides that a person will not become an
Acquiring Person under the BHCA control test described above if either (i) the
Federal Reserve Board's control determination would not have been made but for
such person's failure to make certain customary passivity commitments, or such
person's violation of such commitments made, to the Federal Reserve Board, so
long as the Federal Reserve
21
<PAGE>
Board determines that such person no longer controls FUNC within 30 days (or 60
days in certain circumstances), or (ii) the Federal Reserve Board's control
determination was not based on such a failure or violation and such person (x)
obtains a noncontrol determination within three years, and (y) is using its best
efforts to allow FUNC to make any acquisition or engage in any legally
permissible activity notwithstanding such person's being deemed to control FUNC
for purposes of the BHCA.
The Third Amendment to the FUNC Rights Agreement, effective as of June 18,
1995, exempts the grant by FUNC to FFB of an option to purchase up to 19.9
percent of the outstanding shares of FUNC Common Stock (the "FUNC Option"), and
the purchase of shares of such common stock pursuant to the FUNC Option, from
causing the holder of the FUNC Option or such shares from becoming an Acquiring
Person as a result thereof.
The FUNC Rights will not be exercisable until the business day following
the Separation Time. The FUNC Rights will expire on the earliest of: (i) the
Exchange Time (as defined below); (ii) the close of business on December 28,
2000; and (iii) the date on which the FUNC Rights are redeemed or terminated as
described below (in any such case, the "Expiration Time"). The Rights Exercise
Price and the number of FUNC Rights outstanding, or in certain circumstances the
securities purchasable upon exercise of the FUNC Rights, are subject to
adjustment upon the occurrence of certain events.
In the event that prior to the Expiration Time a Flip-in Date occurs, FUNC
will take such action as shall be necessary to ensure and provide that each FUNC
Right (other than FUNC Rights beneficially owned by an Acquiring Person or any
affiliate, associate or transferee thereof, which FUNC Rights shall become void)
shall constitute the right to purchase, from FUNC, shares of FUNC Common Stock
having an aggregate market price equal to twice the Rights Exercise Price for an
amount in cash equal to the then current Rights Exercise Price. In addition, the
Board of Directors of FUNC may, at its option, at any time after a Flip-in Date
and prior to the time that an Acquiring Person becomes the beneficial owner of
more than 50 percent of the outstanding shares of FUNC Common Stock, elect to
exchange all of the then outstanding FUNC Rights for shares of FUNC Common
Stock, at an exchange ratio of two shares of FUNC Common Stock per FUNC Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the Separation Time (the "Rights Exchange Rate").
Immediately upon such action by the Board of Directors (the "Exchange Time"),
the right to exercise the FUNC Rights will terminate and each FUNC Right will
thereafter represent only the right to receive a number of shares of FUNC Common
Stock equal to the Rights Exchange Rate. If FUNC becomes obligated to issue
shares of FUNC Common Stock upon exercise of or in exchange for FUNC Rights,
FUNC, at its option, may substitute therefor shares of junior participating FUNC
Class A Preferred Stock upon exercise of each FUNC Right at a rate of two
one-hundredths of a share of junior participating FUNC Class A Preferred Stock
upon the exchange of each FUNC Right.
The FUNC Rights are redeemable by FUNC at $.01 per right, subject to
adjustment upon the occurrence of certain events, at any date prior to the date
on which they become exercisable and, in certain events, may be canceled and
terminated without any payment to the holders thereof. The FUNC Rights have no
voting rights and are not entitled to dividends.
The FUNC Rights will not prevent a takeover of FUNC. The FUNC Rights,
however, may cause substantial dilution to a person or group that acquires 15
percent or more of FUNC Common Stock (or that acquires "control" of FUNC within
the meaning of the BHCA) unless the FUNC Rights are first redeemed or terminated
by the Board of Directors of FUNC. Nevertheless, the FUNC Rights should not
interfere with a transaction that is in the best interests of FUNC and its
stockholders because the FUNC Rights can be redeemed or terminated, as
hereinabove described, before the consummation of such transaction.
22
<PAGE>
The complete terms of the FUNC Rights are set forth in the FUNC Rights
Agreement. The foregoing description of the FUNC Rights and the FUNC Rights
Agreement is qualified in it entirety by reference to such document. The FUNC
Rights Agreement is incorporated by reference as an exhibit to the Registration
Statement. A copy of the FUNC Rights Agreement can be obtained upon written
request to the Rights Agent, First Union National Bank of North Carolina, Two
First Union Center, Charlotte, North Carolina 28288-1154.
OTHER PROVISIONS
The FUNC Articles and Bylaws contain a number of provisions which may be
deemed to have the effect of discouraging or delaying attempts to gain control
of FUNC, including provisions in the FUNC Articles: (i) classifying the Board of
Directors into three classes, each to serve for three years with one class being
elected annually; (ii) authorizing the Board of Directors to fix the size of the
Board of Directors between nine and 30 directors; (iii) authorizing directors to
fill vacancies of the Board of Directors that occur between annual meetings,
except the vacancies resulting from a removal of a director by a stockholder
vote may only be filled by a stockholder vote; (iv) providing that directors may
be removed only for cause and only by affirmative vote of the majority of shares
entitled to be voted in the election of directors, voting as a single class; (v)
authorizing only the Board of Directors, the Chairman of the Board or the
President to call a special meeting of stockholders (except for special meetings
called under specified circumstances by holders of classes or series of stock
ranking superior to FUNC Common Stock); and (vi) requiring an 80 percent vote
for stockholders entitled to vote in the election of directors, voting as a
single class, to alter any of the foregoing provisions.
The FUNC Bylaws include provisions setting forth specific conditions under
which: (i) business may be transacted at an annual meeting of stockholders; and
(ii) persons may be nominated for election as directors of FUNC at an annual
meeting of stockholders.
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless the Federal Reserve Board
has been given 60 days' prior written notice of such proposed acquisition and
within that time period the Federal Reserve Board has not issued a notice
disapproving the proposed acquisition or extending for up to another 30 days the
period during which such a disapproval may be issued, or unless the acquisition
is subject to Federal Reserve Board approval under the BHCA. An acquisition may
be made prior to the expiration of the disapproval period if the Federal Reserve
Board issues written notice of its intent not to disapprove the action. Under a
rebuttable presumption established by the Federal Reserve Board, the acquisition
of more than ten percent of a class of voting stock of a bank holding company
with a class of securities registered under Section 12 of the Exchange Act, such
as FUNC, would, under the circumstances set forth in the presumption, constitute
the acquisition of control.
In addition, any "company" would be required to obtain the approval of the
Federal Reserve Board under the BHCA before acquiring 25 percent (five percent
in the case of an acquiror that is a bank holding company) or more of the
outstanding shares of FUNC Common Stock, or otherwise obtaining "control" of
FUNC. Under the BHCA, "control" generally means (i) the ownership or control of
25 percent or more of any class of voting securities of the bank holding
company, (ii) the ability to elect a majority of the bank holding company's
directors, or (iii) the ability otherwise to exercise a controlling influence
over the management and policies of the bank holding company.
Two North Carolina "anti-takeover" statutes adopted in 1987, The North
Carolina Shareholder Protection Act and The North Carolina Control Share
Acquisition Act, allowed North Carolina corporations to elect to either be
covered or not be covered by such statutes. FUNC elected not to be covered by
such statutes.
23
<PAGE>
In addition to the foregoing, in certain instances the issuance of
authorized but unissued shares of FUNC Common Stock, FUNC Class A Preferred
Stock or FUNC Preferred Stock may have an anti-takeover effect.
The existence of the foregoing provisions could (i) result in FUNC being
less attractive to a potential acquiror, and (ii) result in FUNC stockholders
receiving less for their shares of FUNC Common Stock than otherwise might be
available in the event of a take-over attempt.
VALIDITY OF SHARES
The validity of the shares of Common Stock issuable under the Plan is being
passed upon for the Corporation by Marion A. Cowell, Jr., Esq., Executive Vice
President, Secretary and General Counsel of the Corporation. Mr. Cowell is also
a stockholder of the Corporation and holds options to purchase additional shares
of Common Stock.
EXPERTS
The consolidated balance sheets of the Corporation as of December 31, 1994
and 1993, 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, 1994, included in the Corporation's 1994 Annual Report
to Stockholders which is incorporated by reference in the Corporation's 1994
Annual Report on Form 10-K and incorporated by reference herein, have been
incorporated by reference 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. The aforementioned report of KPMG Peat Marwick LLP covering the
Corporation's consolidated financial statements refers to a change in the method
of accounting for investments in 1994.
The consolidated statements of condition of FFB as of December 31, 1994 and
1993, 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, 1994, included in FFB's 1994 Annual Report on Form
10-K and incorporated by reference herein, have been incorporated by reference
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. The aforementioned
report of KPMG Peat Marwick LLP covering FFB's consolidated financial statements
refers to changes in the methods of accounting for income taxes, postretirement
benefits other than pensions, postemployment benefits, and investments in 1993.
24
<PAGE>
No person has been authorized by the Corporation to give any information or to
make any representation not contained in this Prospectus, in connection with the
offer made by this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Corporation. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that there has been no
change in the affairs of the Corporation since the date hereof or that the
information contained in this Prospectus is correct as of any date subsequent to
the date of this Prospectus. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
securities to which it relates nor such an offer or solicitation by anyone in
any state in which such an offer or solicitation is not authorized or in which
the person making such an offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such an offer or solicitation.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents
by Reference................................. 2
The Corporation................................ 3
Summary........................................ 5
Description of the Plan........................ 5
Glossary of Defined Terms.................... 6
Purpose...................................... 6
Advantages................................... 6
Disadvantages................................ 7
Important Dates.............................. 7
Participation................................ 8
Administration............................... 9
Costs........................................ 9
Purchases.................................... 9
Optional Cash Payments....................... 11
Reports to Participants...................... 13
Dividends.................................... 13
Withdrawal of Shares in Plan Accounts........ 13
Termination of Participation................. 13
Other Information............................ 14
Use of Proceeds................................ 18
Plan of Distribution........................... 18
Description of FUNC Capital Stock.............. 19
Validity of Shares............................. 24
Experts........................................ 24
</TABLE>
FIRST UNION CORPORATION
DIVIDEND
REINVESTMENT
AND STOCK
PURCHASE
PLAN
COMMON STOCK
PROSPECTUS
DATED , 1995
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act, which became effective on July 1, 1990, 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, 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 Bylaws 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 provides 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.
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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
(2) -- FFB acquisition agreement. (Incorporated by reference to Exhibit (99) to the Corporation's
Current Report on Form 8-K dated June 21, 1995.)
(4)(a) -- Articles of Incorporation of the Corporation, as amended. (Incorporated by reference to Exhibit
(4)(a) to the Corporation's 1990 First Quarter Report on Form 10-Q and Exhibit (99)(a) to the
Corporation's 1993 First Quarter Report on Form 10-Q.)
(4)(b) -- Bylaws of the Corporation, as amended. (Incorporated by reference to Exhibit (4)(b) to the
Corporation's 1995 Third Quarter Report on Form 10-Q.)
(4)(c) -- Shareholder Protection Rights Agreement, as amended. (Incorporated by reference to Exhibit
(4)(b) to the Corporation's Forms 8-K dated December 18, 1990 and October 20, 1992 and Exhibit
(99) to the Corporation's Current Reports on Form 8-K dated June 20, 1995, and June 21, 1995.)
(4)(d) -- All instruments defining the rights of holders of long-term debt of the Corporation and its
subsidiaries. (Not filed pursuant (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.*
(27) -- The Corporation's Financial Data Schedule. (Incorporated by reference to Exhibit (27) to the
Corporation's 1995 Third Quarter Report on Form 10-Q.
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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;
(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;
II-2
<PAGE>
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
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-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 33-50103 on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Charlotte, State of North Carolina, on December 18, 1995.
FIRST UNION CORPORATION
By: MARION A. COWELL, JR.
MARION A. COWELL, JR.
EXECUTIVE VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-50103 on Form
S-3 has been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S> <C>
EDWARD E. CRUTCHFIELD* Chairman and Chief Executive
Officer and Director
EDWARD E. CRUTCHFIELD
ROBERT T. ATWOOD* Executive Vice President and Chief Financial Officer
ROBERT T. ATWOOD
JAMES H. HATCH* Senior Vice President and Corporate Controller
(Principal Accounting Officer)
JAMES H. HATCH
G. ALEX BERNHARDT* Director
G. ALEX BERNHARDT
W. WALDO BRADLEY* Director
W. WALDO BRADLEY
ROBERT J. BROWN* Director
ROBERT J. BROWN
ROBERT D. DAVIS* Director
ROBERT D. DAVIS
R. STUART DICKSON* Director
R. STUART DICKSON
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S> <C>
B. F. DOLAN* Director
B. F. DOLAN
RODDEY DOWD, SR.* Director
RODDEY DOWD, SR.
JOHN R. GEORGIUS* Director
JOHN R. GEORGIUS
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
JACK A. LAUGHERY* Director
JACK A. LAUGHERY
MAX LENNON* Director
MAX LENNON
Director
RADFORD D. LOVETT
HENRY D. PERRY, JR.* Director
HENRY D. PERRY, JR.
Director
RANDOLPH N. REYNOLDS
RUTH G. SHAW* Director
RUTH G. SHAW
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S> <C>
LANTY L. SMITH* Director
LANTY L. SMITH
DEWEY L. TROGDON* Director
DEWEY L. TROGDON
Director
JOHN D. UIBLE
B. J. WALKER* Director
B. J. WALKER
KENNETH G. YOUNGER* Director
KENNETH G. YOUNGER
*By Marion A. Cowell, Jr., Attorney-in-Fact
MARION A. COWELL, JR.
MARION A. COWELL, JR.
</TABLE>
Date: December 18, 1995
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
(2) -- FFB acquisition agreement. (Incorporated by reference to Exhibit (99) to the Corporation's Current
Report on Form 8-K dated June 21, 1995.)
(4)(a) -- Articles of Incorporation of the Corporation, as amended. (Incorporated by reference to Exhibit
(4)(a) to the Corporation's 1990 First Quarter Report on Form 10-Q and Exhibit (99)(a) to the
Corporation's 1993 First Quarter Report on Form 10-Q.)
(4)(b) -- Bylaws of the Corporation, as amended. (Incorporated by reference to Exhibit (4)(b) to the
Corporation's 1995 Third Quarter Report on Form 10-Q.)
(4)(c) -- Shareholder Protection Rights Agreement, as amended. (Incorporated by reference to Exhibit (4)(b)
to the Corporation's Forms 8-K dated December 18, 1990 and October 20, 1992 and Exhibit (99) to
the Corporation's Current Reports on Form 8-K dated June 20, 1995, and June 21, 1995.)
(4)(d) -- 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.*
(27) -- The Corporation's Financial Data Schedule. (Incorporated by reference to Exhibit (27) to the
Corporation's 1995 Third Quarter Report on Form 10-Q.
</TABLE>
* Previously filed.
<PAGE>
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 Post-Effective Amendment No. 1 to Form S-3 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 and to the reference to our firm under the heading
"Experts" in the Prospectus. Our report refers to a change in the method of
accounting for investments in 1994.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
December 18, 1995
<PAGE>
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 Post-Effective Amendment No. 1 to Form S-3 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 and to the reference to our
firm under the heading "Experts" in the Prospectus. 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 18, 1995
