As filed with the Securities and Exchange Commission on December 29, 1995.
Registration No. 33-62307
- --------------------------------------------------------------------------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
First Fidelity Bancorporation Stock Option and Restricted Stock Plan
Northeast Bancorp, Inc. 1982 Incentive Stock Option Plan for Key Employees 1987
Non-qualified Stock Option Plan for Key Employees of Northeast Bancorp, Inc.
Peoples Westchester Savings Bank 1986 Stock Option Plan
Fidelcor, Inc. 1987 Incentive Plan
Fidelcor, Inc. 1982 Incentive Stock Option Plan
IVB Financial Corporation 1985 Stock Option Plan
Merchants Bancorp, Inc. Long-Term Incentive Plan
Merchants Bancorp, Inc. 1985 Incentive Stock Option Plan
(Full title of the plans)
Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6828
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment covers shares of the Registrant's $3.33
1/3 par value common stock which were included in the shares of such common
stock originally registered on the Form S-4 to which this is an amendment. The
registration fee in respect to such common stock was paid at the time of the
original filing of the Registration Statement relating to such common stock.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(1) the Annual Report of First Union Corporation (the
"Corporation") on Form 10-K for the year ended December
31, 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;
(3) the Corporation's Current Reports on Form 8-K filed June 19,
1995, June 20, 1995, June 21, 1995, June 30, 1995 and August
30, 1995; and
(4) the information set forth under "Description of the
Corporation's Capital Stock" in the Joint Proxy
Statement/Prospectus dated September 5, 1995, filed with the
Securities and Exchange Commission relating to the
Corporation's Registration Statement No. 33-62307.
In addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statute
provides that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party
2
<PAGE>
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, 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
liability arising out of his status as such, excluding any liability relating to
activities which were at the time taken known or believed by such person to be
clearly in conflict with the best interests of the Corporation.
The Corporation's Articles of Incorporation provide for the elimination
of the personal liability of each director of the Corporation to the fullest
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.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
(2) -Agreement and Plan of Merger, dated as of June
18, 1995, by and among the Corporation, First
Union Corporation of New Jersey and First Fidelity
Bancorporation (the "FFB Merger Agreement"),
excluding the exhibits thereto. (Incorporated by
reference to Exhibit (2)(a) to the Corporation's
Registration Statement No. 33-62307.)*
(3)(a) -Articles of Incorporation of the Corporation, as
amended.*
(3)(b) -Bylaws of the Corporation, as amended.*
(4)(a) -Shareholder Protection Rights Agreement, as
amended.*
(4)(b) -All instruments defining the rights of holders of
long-term debt of the Corporation and its
subsidiaries. (Not filed pursuant to (4)(iii) of
Item 601(b) of Regulation S-K; to be furnished
upon request of the Commission.)
(5) -Opinion of Marion A. Cowell, Jr., Esq.*
(23)(a) -Consent of KPMG Peat Marwick LLP.
(23)(b) -Consent of KPMG Peat Marwick LLP.
(23)(c) -Consent of Marion A. Cowell, Jr., Esq. (Included
in Exhibit (5).)
(24) -Power of Attorney.*
- ------------------------
*Previously filed.
4
<PAGE>
Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (as
amended, the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in the volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
5
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (as amended, the "Exchange
Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date of filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
6
<PAGE>
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No.
33-62307 on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
29, 1995.
FIRST UNION CORPORATION
By:/s/ Kent S. Hathaway
Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No.
33-62307 on Form S-4 has been signed by the following persons in the capacities
indicated and on the date indicated.
Edward E. Crutchfield* Chairman and Chief
Edward E. Crutchfield Executive Officer and
Director
Robert T. Atwood * Executive Vice President
Robert T. Atwood and Chief Financial
Officer
James H. Hatch* Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
G. Alex Bernhardt* Director
G. Alex Bernhardt
8
<PAGE>
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
B.F. Dolan* Director
B.F. Dolan
Roddey Dowd, Sr.* Director
Roddey Dowd, Sr.
John R. Georgius* Director
John R. Georgius
William N. Goodwin, Jr.* Director
William N. Goodwin, Jr.
Brenton S. Halsey* Director
Brenton S. Halsey
Howard H. Haworth* Director
Howard H. Haworth
Torrence E. Hemby, Jr.* Director
Torrence E. Hemby, Jr.
9
<PAGE>
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.
Randolph N. Reynolds* Director
Randolph N. Reynolds
Ruth G. Shaw* Director
Ruth G. Shaw
Lanty L. Smith* Director
Lanty L. Smith
Dewey L. Trogdon* Director
Dewey L. Trogdon
John D. Uible* Director
John D. Uible
B.J. Walker* Director
B.J. Walker
10
<PAGE>
Kenneth G. Younger* Director
Kenneth G. Younger
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: December 29, 1995
11
<PAGE>
EXHIBIT INDEX
Number Description Location
(2) -The FFB Merger Agreement. Incorporated by
reference to
Exhibit (2)(a)
to the
Corporation's
Registration
Statement No.
33-62307.
(3)(a) -Articles of Incorporation of the *
Corporation, as amended.
(3)(b) -Bylaws of the Corporation, *
as amended.
(4)(a) -Shareholder Protection Rights *
Agreement, as amended.
(4)(b) -All instruments defining the Not filed
rights of holders of long- pursuant to (4)
term debt of the Corporation (iii) of Item
and its subsidiaries. 601(b) of
Regulation S-K; to be
furnished upon request
of the Commission.
(5) -Opinion of Marion A. Cowell, *
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(c) -Consent of Marion A. Cowell, Jr., Included in
Esq. Exhibit (5).
(24) -Power of Attorney. *
- -----------------------
*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 Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 No. 33-62307
of First Union Corporation of our report on the consolidated financial
statements included in the 1994 Annual Report to Stockholders which is
incorporated by reference in the 1994 Form 10-K of First Union Corporation. Our
report refers to a change in the method of accounting for investments in 1994.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
December 29, 1995
<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 Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 No. 33-62307
of First Union Corporation of our report on the consolidated financial
statements included in the 1994 Annual Report on Form 10-K of First Fidelity
Bancorporation. Our report dated January 18, 1995, refers to changes in the
methods of accounting for income taxes, postretirement benefits other than
pensions, postemployment benefits, and investments in 1993.
KPMG PEAT MARWICK LLP
New York, New York
December 29, 1995
<PAGE>
