<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1995
REGISTRATION NO. 33-57279
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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
of incorporation or organization) identification number)
</TABLE>
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(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)
COPY TO:
ROBERT B. HIDEN, JR., ESQ.
SULLIVAN & CROMWELL
250 PARK AVENUE
NEW YORK, NEW YORK 10177
(212) 558-3812
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement,
as determined in light of market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
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. [x]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
FIRST UNION CORPORATION
DEBT SECURITIES
First Union Corporation (the "Corporation" or "FUNC") may offer from time
to time an aggregate initial offering price of not more than $450,000,000 (or,
at the option of the Corporation if so specified in the applicable prospectus
supplement or prospectus supplements to this Prospectus (each, a "Prospectus
Supplement"), the equivalent thereof in any other currency or currency unit such
as the European Currency Unit), of its unsecured debt securities (the "Debt
Securities") consisting of unsecured senior debt securities (the "Senior Debt
Securities") and/or unsecured subordinated debt securities (the "Subordinated
Debt Securities"). The Debt Securities may be offered as separate series in
amounts, at maturities, at prices and on terms to be determined at the time of
sale as set forth in a Prospectus Supplement or Prospectus Supplements. Although
the aggregate initial offering price of the Debt Securities is limited as set
forth above, the respective indentures pursuant to which the Senior Debt
Securities and the Subordinated Debt Securities are to be issued do not contain
any limitation on the aggregate principal amount of the debt securities covered
thereby. The Senior Debt Securities when issued will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Corporation, and the
Subordinated Debt Securities when issued will be subordinated as described
herein under "Description of the Debt Securities -- Subordination of the
Subordinated Debt Securities".
When a particular series of Debt Securities is offered, a Prospectus
Supplement or Prospectus Supplements will be delivered setting forth the terms
of such Debt Securities, including the specific designation, aggregate principal
amount, the currency or currency unit in which payments are to be made,
denominations, maturity, premium, if any, rate (which may be fixed or variable)
and time of payment of interest, if any, terms for redemption at the option of
the Corporation or the holder, if any, terms for sinking fund payments, if any,
subordination terms, if any, and any other terms of such Debt Securities or
otherwise in connection with the offering and sale of the Debt Securities in
respect of which the Prospectus Supplement or Prospectus Supplements are being
delivered. In addition, the Prospectus Supplement or Prospectus Supplements will
set forth the initial public offering price, the names of any underwriters or
agents, the principal amounts, if any, to be purchased by underwriters, the
compensation of such underwriters and agents, if any, and the net proceeds to
the Corporation. The Debt Securities may be issued in definitive or permanent
global form.
The Corporation may sell Debt Securities to or through underwriters,
including First Union Capital Markets Corp., an affiliate of the Corporation,
acting as principals for their own account or as agents, and also may sell Debt
Securities directly to other purchasers or through agents designated from time
to time. If the Corporation, directly or through agents, solicits offers to
purchase the Debt Securities, the Corporation reserves the sole right to accept
and, together with its agents, to reject in whole or in part any proposed
purchase of Debt Securities. See "Plan of Distribution". Any underwriters,
dealers or agents participating in the offering may be deemed "underwriters"
within the meaning of the Securities Act of 1933 (as amended, the "Securities
Act"). See "Plan of Distribution" for possible indemnification arrangements for
underwriters, agents and their controlling persons.
This Prospectus and the related Prospectus Supplements may be used by
First Union Capital Markets Corp. in connection with offers and sales related to
market-making transactions in the Debt Securities. First Union Capital Markets
Corp. may act as principal or agent in such transactions. Such sales will be
made at prices related to prevailing market prices at the time of sale.
The Securities will be unsecured obligations of the Corporation and will
not be savings accounts, deposits or other obligations of any bank or nonbank
subsidiary of the Corporation and are not insured by the Federal Deposit
Insurance Corporation ("FDIC"), the Bank Insurance Fund ("BIF") or any
government agency.
This Prospectus may not be used to consummate the sale of Debt Securities
unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION 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 DATE OF THIS PROSPECTUS IS , 1995.
(A redherring appears in the left corner of this page, rotated 90 degrees.
Text is as follows:)
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any State.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act") and, in
accordance therewith, files reports, proxy statements 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 Corporation's Common Stock, $3.33 1/3 par value per share
("First Union Common Stock"), and Series 1990 Cumulative Perpetual Adjustable
Rate Preferred Stock ("First Union Preferred Stock") are listed and traded on
the New York Stock Exchange, Inc. (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 (together with all amendments and exhibits thereto, the
"Registration Statement"), which the Corporation has filed with the Commission
under the Securities Act, 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 (the "Commissioner") of the State of North
Carolina has not approved or disapproved this offering nor has the Commissioner
passed upon the 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 Section 13(a) or 15(d) of 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 (the "Form 10-K");
(2) the Corporation's Quarterly Report on Form 10-Q for the period ended
March 31, 1995 (as amended by Form 10-Q/A-No. 1 dated May 16, 1995);
and
(3) the Corporation's Current Reports on Form 8-K dated January 13, 1995,
June 19, 1995, June 20, 1995, June 21, 1995 and June 30, 1995.
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 of any Debt Securities are hereby incorporated by reference into this
Prospectus and shall be deemed a part hereof from the date of filing of such
documents. Any statement contained herein, in any Prospectus Supplement 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, in any
Prospectus Supplement 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, this Prospectus or any Prospectus Supplement.
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"). Pursuant to a corporate reorganization in
1968, First Union National Bank of North Carolina ("FUNB-NC") and First Union
Mortgage Corporation, a mortgage banking firm acquired by FUNB-NC in 1964,
became subsidiaries of the Corporation.
In addition to North Carolina, the Corporation also operates banking
subsidiaries in Florida, South Carolina, Georgia, Tennessee, Virginia, Maryland
and Washington, D.C. 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, capital markets services, 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).
Since 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 southeastern and south atlantic regions of
the United States. Since November 1985, the Corporation has completed 56
banking-related acquisitions, including the more significant completed
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 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
First American Metro Corp. Virginia 4.6 billion cash/purchase June 1993
American Savings of Florida, F.S.B. Florida $3.5 billion common stock/ July 1995
purchase
</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 FDIC.
(2) In addition, the Corporation purchased Lieber & Company ("Lieber"), a mutual
fund advisory company with approximately $3.4 billion in assets under
management, in June 1994. Since such assets are not owned by Lieber, they
are not reflected on the Corporation's balance sheet.
3
<PAGE>
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. See "Certain Regulatory
Considerations -- Interstate Banking and Branching Legislation".
USE OF PROCEEDS
The Corporation currently intends to use the net proceeds from the sale of
any Debt Securities for general corporate purposes, which may include the
reduction of indebtedness, investments at the holding company level, investments
in, or extensions of credit to, its banking and other subsidiaries and other
banks and companies engaged in other financial service activities, possible
acquisitions, stock repurchases and such other purposes as may be stated in any
Prospectus Supplement. Pending such use, the net proceeds may be temporarily
invested. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of the Corporation and its subsidiaries and
the availability of other funds. Except as may be described in any Prospectus
Supplement, specific allocations of the proceeds to such purposes will not have
been made at the date of such Prospectus Supplement.
Based upon the historical and anticipated future growth of the Corporation
and the financial needs of the Corporation and its subsidiaries, the Corporation
may engage in additional financings of a character and amount to be determined
as the need arises.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits............................... 2.72x 3.11 3.36 2.27 1.60 1.33
Including interest on deposits............................... 1.54x 1.67 1.66 1.28 1.15 1.10
</TABLE>
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items and cumulative effect of a
change in accounting principle plus income taxes and fixed charges (excluding
capitalized interest). Fixed charges, excluding interest on deposits, represent
interest (other than on deposits, but including capitalized interest), one-third
(the proportion deemed representative of the interest factor) of rents and all
amortization of debt issuance costs. Fixed charges, including interest on
deposits, represent all interest (including capitalized interest), one-third
(the proportion deemed representative of the interest factor) of rents and all
amortization of debt issuance costs.
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, the Corporation is subject to regulation under
the BHCA and its examination and reporting requirements. Under the BHCA, bank
holding companies may not directly or indirectly acquire the ownership or
control of more than five percent of the voting shares or substantially all of
the assets of any company, including a bank, without the prior approval of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board").
In addition, bank holding companies are generally prohibited under the BHCA from
engaging in nonbanking activities, subject to certain exceptions.
The earnings of the Corporation's subsidiaries, and therefore the earnings
of the Corporation, are affected by general economic conditions, management
policies and the legislative and governmental actions of various regulatory
authorities, including the Federal Reserve Board and the Comptroller of the
Currency (the "Comptroller"). In addition, there are numerous governmental
requirements and regulations which affect the activities of the Corporation and
its subsidiaries.
4
<PAGE>
PAYMENT OF DIVIDENDS
The Corporation is a legal entity separate and distinct from its banking
and other subsidiaries. A major portion of the revenues of the Corporation
result from amounts paid as dividends to the Corporation by its national bank
subsidiaries. The Corporation's national banking subsidiaries are subject to
legal limitations on the amount of dividends they can pay. The prior approval of
the Comptroller is required if the total of all dividends declared by a national
bank in any calendar year will exceed the sum of such bank's net profits for
that year and its retained net profits for the preceding two calendar years,
less any required transfers to surplus. Federal law also prohibits national
banks from paying dividends which would be greater than the bank's undivided
profits after deducting statutory bad debt in excess of the bank's allowance for
loan losses.
Under the foregoing dividend restrictions and certain restrictions
applicable to certain of the Corporation's nonbanking subsidiaries, as of March
31, 1995, the Corporation's subsidiaries, without obtaining affirmative
governmental approvals, could pay aggregate dividends of $301 million to the
Corporation. During the first quarter of 1995, the Corporation's subsidiaries
paid $188 million in cash dividends to the Corporation.
In addition, both the Corporation and its bank subsidiaries are subject to
various general regulatory policies and requirements relating to the payment of
dividends, including requirements to maintain adequate capital above regulatory
minimums. The appropriate federal regulatory authority is authorized to
determine under certain circumstances relating to the financial condition of a
bank or bank holding company that the payment of dividends would be an unsafe or
unsound practice and to prohibit payment thereof. The Comptroller has indicated
that paying dividends that deplete a national bank's capital base to an
inadequate level would be an unsound and unsafe banking practice. The
Comptroller and the Federal Reserve Board have each indicated that banking
organizations should generally pay dividends only out of current operating
earnings.
BORROWINGS BY THE CORPORATION
There are also various legal restrictions on the extent to which the
Corporation and its nonbank subsidiaries can borrow or otherwise obtain credit
from its bank subsidiaries. In general, these restrictions require that any such
extensions of credit must be secured by designated amounts of specified
collateral and are limited, as to any one of the Corporation or such nonbank
subsidiaries, to ten percent of the lending bank's capital stock and surplus,
and as to the Corporation and all such nonbank subsidiaries in the aggregate, to
20 percent of such lending bank's capital stock and surplus.
CAPITAL
The minimum requirement for the ratio of capital to risk-weighted assets
(including certain off-balance-sheet activities, such as standby letters of
credit) is eight percent. At least half of the total capital is to be composed
of common equity, retained earnings and qualifying perpetual preferred stock,
less certain intangibles ("tier 1 capital" and, together with tier 2 capital,
"total capital"). The remainder may consist of subordinated debt, qualifying
preferred stock and a limited amount of the loan loss allowance ("tier 2
capital"). At March 31, 1995, the Corporation's tier 1 and total capital ratios
were 7.53 percent and 12.59 percent, respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio requirements for bank holding companies. These requirements provide for a
minimum leverage ratio of tier 1 capital to adjusted average quarterly assets
("leverage ratio") equal to three percent for bank holding companies that meet
certain specified criteria, including having the highest regulatory rating. All
other bank holding companies will generally be required to maintain a leverage
ratio of from at least four to five percent. The Corporation's leverage ratio at
March 31, 1995, was 6.02 percent. The requirements also provide that bank
holding companies experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the requirements indicate that the Federal Reserve Board will
continue to consider a "tangible tier 1 leverage ratio" (deducting all
intangibles) in evaluating proposals for expansion or new activity. The Federal
Reserve Board has not advised the Corporation of any specific minimum tier 1
leverage ratio applicable to it.
5
<PAGE>
Each of the Corporation's subsidiary national banks is subject to similar
capital requirements adopted by the Comptroller. The Comptroller has not advised
any of the Corporation's subsidiary national banks of any specific minimum
leverage ratio applicable to it. As of March 31, 1995, the capital ratios of the
Corporation's banking subsidiaries, FUNB-NC, First Union National Bank of South
Carolina ("FUNB-SC"), First Union National Bank of Georgia ("FUNB-GA"), First
Union National Bank of Florida ("FUNB-FL"), First Union National Bank of
Washington, D.C. ("FUNB-DC"), First Union National Bank of Maryland ("FUNB-MD"),
First Union National Bank of Tennessee ("FUNB-TN"), First Union National Bank of
Virginia ("FUNB-VA") and First Union Home Equity Bank, N.A. ("FUHEB"), were as
follows:
<TABLE>
<CAPTION>
REGULATORY
MINIMUM FUNB-NC FUNB-SC FUNB-GA FUNB-FL FUNB-DC FUNB-MD FUNB-TN FUNB-VA FUHEB
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Tier 1 capital ratio..... 4% 7.13 8.24 8.61 7.94 16.55 20.78 12.34 8.97 6.49
Total capital ratio...... 8 10.32 12.40 11.46 10.70 17.83 22.07 13.60 12.80 10.34
Leverage ratio........... 3-5% 6.25 5.75 6.06 5.75 7.11 13.44 7.88 6.95 6.22
</TABLE>
Banking regulators continue to indicate their desire to raise capital
requirements applicable to banking organizations, including a proposal to add an
interest rate risk component to risk-based capital requirements.
FIRREA
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA"), among other things, imposes liability on an institution the deposits
of which are insured by the FDIC, such as the Corporation's subsidiary banks,
for certain potential obligations to the FDIC incurred in connection with other
FDIC-insured institutions under common control with such institution.
Under the National Bank Act, if the capital stock of a national bank is
impaired by losses or otherwise, the Comptroller is authorized to require
payment of the deficiency by assessment upon the bank's stockholders, pro rata,
and to the extent necessary, if any such assessment is not paid by any
stockholder after three months notice, to sell the stock of such stockholder to
make good the deficiency. Under Federal Reserve Board policy, the Corporation is
expected to act as a source of financial strength to each of its subsidiary
banks and to commit resources to support each of such subsidiaries. This support
may be required at times when, absent such Federal Reserve Board policy, the
Corporation may not find itself able to provide it.
Any capital loans by a bank holding company to any of its subsidiary banks
are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary banks. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991 (as
amended, "FDICIA"), among other things, requires the federal banking agencies to
take "prompt corrective action" in respect of depository institutions that do
not meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized", "adequately capitalized", "undercapitalized", "significantly
undercapitalized" and "critically undercapitalized". A depository institution's
capital tier will depend upon where its capital levels compare to various
relevant capital measures and certain other factors, as established by
regulation.
The Comptroller has adopted regulations establishing relevant capital
measures and relevant capital levels. The relevant capital measures are the
total capital ratio, tier 1 capital ratio and the leverage ratio. Under the
regulations, a bank will be: (i) "well capitalized" if it has a total capital
ratio of ten percent or greater, a tier 1 capital ratio of six percent or
greater and a leverage ratio of five percent or greater and is not subject to
any order or written directive by any such regulatory authority to meet and
maintain a specific capital level for any capital measure; (ii) "adequately
capitalized " if it has a total capital ratio of eight percent or greater, a
tier 1 capital ratio of four percent or greater and a leverage ratio of four
percent or greater (three percent in certain circumstances) and is not "well
capitalized"; (iii) "undercapitalized" if it has a total capital ratio of less
than eight percent, a tier 1 capital ratio of less than four percent or a
leverage ratio of less than four percent (three percent in certain
circumstances); (iv) "significantly undercapitalized" if it has a total capital
ratio of less than six percent, a tier 1
6
<PAGE>
capital ratio of less than three percent or a leverage ratio of less than three
percent; and (v) "critically undercapitalized" if its tangible equity is equal
to or less than two percent of average quarterly tangible assets. As of March
31, 1995, all of the Corporation's subsidiary banks listed above under "Capital"
had capital levels that qualify them as being "well capitalized" under such
regulations.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
"undercapitalized". "Undercapitalized" depository institutions are subject to
growth limitations and are required to submit a capital restoration plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company is limited to the lesser of (i) an amount equal to five percent
of the depository institution's total assets at the time it became
"undercapitalized", and (ii) the amount which is necessary (or would have been
necessary) to bring the institution into compliance with all capital standards
applicable with respect to such institution as of the time it fails to comply
with the plan. If a depository institution fails to submit an acceptable plan,
it is treated as if it is "significantly undercapitalized".
"Significantly undercapitalized" depository institutions may be subject to
a number of requirements and restrictions, including orders to sell sufficient
voting stock to become "adequately capitalized", requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
"Critically undercapitalized" institutions are subject to the appointment of a
receiver or conservator.
FDICIA directs that each federal banking agency prescribe standards or
guidelines for depository institutions and depository institution holding
companies relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, a maximum ratio of classified assets to capital, minimum
earnings sufficient to absorb losses, a minimum ratio of market value to book
value for publicly traded shares and such other standards as the agency deems
appropriate. The ultimate effect of these standards cannot be ascertained until
final regulations are adopted.
FDICIA also contains a variety of other provisions that may affect the
operations of the Corporation, including reporting requirements, regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' prior notice to
customers and regulatory authorities before closing any branch and a prohibition
on the acceptance or renewal of brokered deposits by depository institutions
that are not "well capitalized" or are "adequately capitalized" and have not
received a waiver from the FDIC. Under regulations relating to the brokered
deposit prohibition, all of the Corporation's subsidiary banks are "well
capitalized" and not subject to the prohibition.
DEPOSITOR PREFERENCE STATUTE
Legislation has been enacted providing that deposits and certain claims for
administrative expenses and employee compensation against an insured depository
institution would be afforded a priority over other general unsecured claims
against such an institution, including federal funds and letters of credit, in
the "liquidation or other resolution" of such an institution by any receiver.
INTERSTATE BANKING AND BRANCHING LEGISLATION
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("IBBEA"), authorizes interstate acquisitions of banks and bank holding
companies without geographic limitation beginning one year after enactment. In
addition, beginning June 1, 1997, IBBEA authorizes a bank to merge with a bank
in another state as long as neither of the states has opted out of interstate
branching between the date of enactment of IBBEA and May 31, 1997. IBBEA further
provides that states may enact laws permitting interstate bank merger
transactions prior to June 1, 1997. A bank may establish and operate a DE NOVO
branch in a state in which the bank does not maintain a branch if that state
expressly permits DE NOVO branching. Once a bank has established branches in a
state through an interstate merger transaction, the bank may establish and
acquire additional branches at any location in the state where any bank involved
in the interstate merger transaction could have established or acquired branches
under applicable federal or state law. A bank that has established a branch in a
state through DE NOVO branching may establish and acquire additional branches in
such state in the same manner and to the same
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extent as a bank having a branch in such state as a result of an interstate
merger. If a state opts out of interstate branching within the specified time
period, no bank in any other state may establish a branch in the opting out
state, whether through an acquisition or DE NOVO.
DESCRIPTION OF THE DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") will be
described in the Prospectus Supplement or Prospectus Supplements relating to
such Offered Debt Securities (the "Applicable Prospectus Supplement(s)").
Senior Debt Securities are to be issued under an Indenture, dated as of
April 1, 1983, as amended by supplemental indentures dated as of May 17, 1986,
July 1, 1988 and August 1, 1990 (the "Senior Indenture"), between the
Corporation and Chemical Bank, as Trustee (the "Senior Trustee"). Subordinated
Debt Securities are to be issued under an Indenture, dated as of March 15, 1986,
as amended by supplemental indentures dated as of August 1, 1990 and November
15, 1992 (the "Subordinated Indenture" and together with the Senior Indenture,
the "Indentures"), between the Corporation and The Bank of New York (formerly
Irving Trust Company), as Trustee (the "Subordinated Trustee", and together with
the Senior Trustee, the "Trustees"). Copies of the Senior Indenture and the
Subordinated Indenture are incorporated by reference as exhibits to the
Registration Statement. The following summaries of certain provisions of the
Senior Debt Securities, the Subordinated Debt Securities, the Senior Indenture
and the Subordinated Indenture, as modified or superseded by the Applicable
Prospectus Supplement(s), are brief summaries of certain provisions thereof, do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indenture applicable to a
particular series of Debt Securities (the "Applicable Indenture"), including the
definitions therein of certain terms. Whenever particular provisions or defined
terms in one or both of the Indentures are referred to, such provisions or
defined terms are incorporated herein by reference. Section references used
herein are references to the Applicable Indenture. Capitalized terms not
otherwise defined herein shall have the meaning given to them in the Applicable
Indenture.
The Debt Securities will be limited to an aggregate initial offering price
of $450,000,000 (or, at the option of the Corporation if so specified in the
Applicable Prospectus Supplement(s), the equivalent thereof in any other
currency or currency unit such as the European Currency Unit), and will be
direct, unsecured obligations of the Corporation. The Debt Securities will not
be deposits or other obligations of a bank and will not be insured by the FDIC.
The Indentures do not limit the aggregate principal amount of Securities or
of any particular series of Securities which may be issued thereunder and
provide that Securities issued thereunder may be issued from time to time in one
or more series, in each case with the same or various maturities, at par or at a
discount. (SECTION 301). The Indentures provide that there may be more than one
trustee under the Indentures with respect to different series of Securities. As
of March 31, 1995, $984 million aggregate principal amount of Senior Debt
Securities was issued and outstanding as additional series of Securities under
the Senior Indenture. The Senior Trustee is trustee for such additional series.
As of March 31, 1995, $2.2 billion aggregate principal amount of Subordinated
Debt Securities was issued and outstanding as additional series of Securities
under the Subordinated Indenture. The Subordinated Trustee is trustee for such
additional series.
The Indentures do not limit the amount of other debt that may be issued by
the Corporation and do not contain financial or similar restrictive covenants.
As of March 31, 1995, the Corporation had an aggregate of $844 million of
short-term Senior Indebtedness outstanding which consisted primarily of
commercial paper. The Corporation expects from time to time to incur additional
indebtedness constituting Senior Indebtedness and Other Financial Obligations
(as defined in the Subordinated Indenture). The Indentures do not prohibit or
limit the incurrence of additional Senior Indebtedness or Other Financial
Obligations.
Because the Corporation is a holding company and a legal entity separate
and distinct from its subsidiaries, the rights of the Corporation to participate
in any distribution of assets of any subsidiary upon its liquidation of assets
or reorganization or otherwise (and thus the ability of Holders of Debt
Securities to benefit indirectly from
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such distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that the Corporation itself may be a creditor
of that subsidiary with recognized claims. Claims on the Corporation's
subsidiary banks by creditors other than the Corporation include long-term debt
and substantial obligations with respect to deposit liabilities and federal
funds purchased, securities sold under repurchase agreements, other short-term
borrowings and various other financial obligations. The Indentures do not
contain any covenants designed to afford holders of Securities, including
holders of the Debt Securities, protection in the event of a highly leveraged
transaction involving the Corporation.
Reference is made to the Applicable Prospectus Supplement(s) for the
following terms of the Offered Debt Securities offered thereby: (i) the title of
the Offered Debt Securities; (ii) whether the Offered Debt Securities are Senior
Debt Securities or Subordinated Debt Securities; (iii) any limit upon the
aggregate principal amount of the Offered Debt Securities and the percentage of
such principal amount at which such Offered Debt Securities may be issued; (iv)
the date or dates on which the principal of the Offered Debt Securities is
payable (the "Stated Maturity"); (v) the rate or rates (which may be fixed or
variable) per annum at which the Offered Debt Securities will bear interest, or
the method of determining such rate or rates, if any, the date or dates from
which any such interest will accrue, the Interest Payment Dates on which any
such interest will be payable, the Regular Record Date for the interest payable
on any Interest Payment Date, the Person to whom any Offered Debt Security of
such series will be payable, if other than the Person in whose name that Offered
Debt Security (or one or more predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest and the extent to
which, or the manner in which, any interest payable on a permanent global
Offered Debt Security on an Interest Payment Date will be paid; (vi) if other
than the location specified in this Prospectus, the place or places where the
principal of and premium, if any, and interest on the Offered Debt Securities
will be payable; (vii) the period or periods within which, the price or prices
at which and the terms and conditions upon which the Offered Debt Securities
will, pursuant to any mandatory sinking fund provisions or otherwise, or may,
pursuant to any optional sinking fund provisions or otherwise, be redeemed in
whole or in part by the Corporation; (viii) the period or periods within which,
the price or prices at which and the terms and conditions upon which the Offered
Debt Securities may be repaid, in whole or in part, at the option of the Holders
thereof; (ix) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Offered Debt Securities shall be
issuable; (x) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (xi) the currency or
currency unit of payment of principal and premium, if any, and interest on such
Offered Debt Securities, and any index used to determine the amount of payment
of principal or premium, if any, and interest on such Offered Debt Securities;
(xii) whether the Offered Debt Securities are to be issuable in permanent global
form and, in such case, the initial depository with respect thereto and the
circumstances under which such permanent global Debt Security may be exchanged;
(xiii) whether the subordination provisions summarized below or different
subordination provisions, including a different definition of "Senior
Indebtedness", "Entitled Persons", "Existing Subordinated Indebtedness" or
"Other Financial Obligations ", shall apply to the Offered Debt Securities; and
(xiv) any other terms of the Offered Debt Securities not specified in this
Prospectus. (SECTION 301). Where appropriate, the Applicable Prospectus
Supplement(s) will describe the United States federal income tax considerations
relevant to the Offered Debt Securities.
Unless otherwise indicated in the Applicable Prospectus Supplement(s),
principal, premium, if any, and interest, if any, on the Debt Securities will be
payable, and the Debt Securities will be transferable, at the Corporate Trust
Office of FUNB-NC in Charlotte, North Carolina, except that interest may be paid
at the option of the Corporation by check mailed to the address of the Holder
entitled thereto as it appears on the Security Register. (SECTIONS 301, 305 AND
1002).
Unless otherwise indicated in the Applicable Prospectus Supplement(s), the
Debt Securities will be issued only in fully registered form, without coupons,
in denominations of $1,000 and any integral multiple thereof. (SECTION 302). The
Indentures provide that Offered Debt Securities of any series may be issuable in
permanent global form (SECTION 301). No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (SECTION 305).
Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Securities to be offered and sold at a substantial
discount below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue Discount
Securities will be
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described in the Applicable Prospectus Supplement(s). "Original Issue Discount
Security" means any security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof in accordance with the terms of the related
Indenture. (SECTION 101).
Reference is made to the Applicable Prospectus Supplement(s) relating to
any series of Offered Debt Securities that are Original Issue Discount
Securities for the particular provisions relating to acceleration of the
maturity of a portion of the principal amount of such series of Original Issue
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
PERMANENT GLOBAL DEBT SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the Applicable Prospectus Supplement(s) will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Securities may exchange such interests for Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination.
Principal of and any premium and interest on any permanent global Debt Security
will be payable in the manner described in the Applicable Prospectus
Supplement(s).
SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES
The obligations of the Corporation to make any payment on account of the
principal of and interest on any Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture, be subordinate and junior in
right of payment to all Senior Indebtedness of the Corporation. Unless otherwise
specified in the Applicable Prospectus Supplement relating to the particular
series of Subordinated Debt Securities offered thereby, "Senior Indebtedness" of
the Corporation is defined in the Subordinated Indenture to mean the principal
of, premium, if any, and interest on (i) all indebtedness of the Corporation for
money borrowed (including indebtedness of others guaranteed by the Corporation)
other than the Subordinated Debt Securities, whether outstanding on the date of
execution of the Indenture or thereafter created, assumed or incurred, except
(a) any obligations on account of Existing Subordinated Indebtedness, and (b)
such indebtedness as is by terms expressly stated to be not superior in right of
payment to the Subordinated Debt Securities or to rank PARI PASSU with the
Subordinated Debt Securities, and (ii) any deferrals, renewals or extensions of
any such Senior Indebtedness. The term "indebtedness of the Corporation for
money borrowed" is defined in the Subordinated Indenture to mean any obligation
of, or any obligation guaranteed by, the Corporation for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligation for the payment of the purchase
price of property or assets. (SECTION 101 and ARTICLE FOURTEEN of the
Subordinated Indenture).
The payment of the principal of and interest on the Subordinated Debt
Securities will, to the extent set forth in the Subordinated Indenture, be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness. Unless otherwise specified in the Applicable Prospectus Supplement
relating to the particular series of Subordinated Debt Securities offered
thereby, in certain events of insolvency, the payment of the principal of and
interest on the Subordinated Debt Securities, other than Subordinated Debt
Securities that are also Existing Subordinated Indebtedness (as defined in the
Subordinated Indenture), will, to the extent set forth in the Subordinated
Indenture, also be effectively subordinated in right of payment to the prior
payment in full of all Other Financial Obligations. Upon any payment or
distribution of assets to creditors upon any liquidation, dissolution, winding
up, reorganization, assignment for the benefit of creditors, marshalling of
assets or any bankruptcy, insolvency or similar proceedings of the Corporation,
the holders of all Senior Indebtedness will first be entitled to receive payment
in full of all amounts due or to become due thereon before the Holders of the
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of or interest on the Subordinated Debt Securities. If upon any
such payment or distribution of assets to creditors, there remains, after giving
effect to such subordination provisions in favor of the holders of Senior
Indebtedness, any amount of cash, property or securities available for payment
or distribution in respect of Subordinated Debt Securities (defined in the
Subordinated Indenture as "Excess Proceeds ") and if, at such time, any Entitled
Persons (as defined in the Subordinated Indenture) in respect of Other Financial
Obligations have not received payment in full of all amounts due or to become
due on or in respect of such Other Financial Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of
such Other Financial Obligations before any payment or distribution may be made
in respect of the Subordinated Debt Securities which are not Existing
Subordinated Indebtedness. In the event of the acceleration of the maturity of
any Subordinated Debt Securities,
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the holders of all Senior Indebtedness will first be entitled to receive payment
in full of all amounts due thereon before the Holders of the Subordinated Debt
Securities will be entitled to receive any payment upon the principal of or
interest on the Subordinated Debt Securities.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of the Corporation who are
not holders of Senior Indebtedness or Holders of the Subordinated Debt
Securities may recover less, ratably, than the holders of Senior Indebtedness
and may recover more, ratably, than the Holders of the Subordinated Debt
Securities. By reason of the obligation of the Holders of Subordinated Debt
Securities (other than Existing Subordinated Indebtedness) to pay over any
Excess Proceeds to Entitled Persons in respect to Other Financial Obligations,
in the event of insolvency, holders of Existing Subordinated Indebtedness may
recover less, ratably, than Entitled Persons in respect of Other Financial
Obligations and may recover more, ratably, than the Holders of Subordinated Debt
Securities (other than Existing Subordinated Indebtedness).
Unless otherwise specified in the Applicable Prospectus Supplement relating
to the particular series of Subordinated Debt Securities offered thereby,
"Existing Subordinated Indebtedness" means Securities issued pursuant to the
Subordinated Indenture prior to November 15, 1992. (SECTION 101 of the
Subordinated Indenture).
Unless otherwise specified in the Applicable Prospectus Supplement relating
to the particular series of Subordinated Debt Securities offered thereby, "Other
Financial Obligations " means all obligations of the Corporation to make payment
pursuant to the terms of financial instruments, such as (i) securities contracts
and foreign currency exchange contracts, (ii) derivative instruments, such as
swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts, and (iii) in the case of both (i) and
(ii) above, similar financial instruments, other than (a) obligations on account
of Senior Indebtedness, and (b) obligations on account of indebtedness for money
borrowed ranking PARI PASSU with or subordinate to the Subordinated Debt
Securities. Unless otherwise specified in the Applicable Prospectus Supplement
relating to the particular series of Subordinated Debt Securities offered
thereby, "Entitled Persons" means any person who is entitled to payment pursuant
to the terms of Other Financial Obligations.
The Corporation's obligations under the Subordinated Debt Securities shall
rank PARI PASSU in right of payment with each other and with the Existing
Subordinated Indebtedness, subject (unless otherwise specified in the Applicable
Prospectus Supplement relating to the particular series of Subordinated Debt
Securities offered thereby) to the obligations of the Holders of Subordinated
Debt Securities (other than Existing Subordinated Indebtedness) to pay over any
Excess Proceeds to Entitled Persons in respect of Other Financial Obligations as
provided in the Subordinated Indenture.
The Applicable Prospectus Supplement may further describe the provisions,
if any, applicable to the subordination of the Subordinated Debt Securities of a
particular series.
LIMITATION ON DISPOSITION OF STOCK OF FUNB-NC
THE SENIOR INDENTURE
The Senior Indenture contains a covenant by the Corporation that, so long
as any of the Senior Debt Securities issued thereunder before August 1, 1990 are
outstanding, but subject to the rights of the Corporation in connection with its
consolidation with or merger into another corporation or a sale of the
Corporation's assets, it will not sell, assign, transfer, grant a security
interest in or otherwise dispose of any shares of, securities convertible into,
or options, warrants or rights to subscribe for or purchase shares of, Voting
Stock of FUNB-NC, nor will it permit FUNB-NC to issue (other than to the
Corporation) any shares (other than directors' qualifying shares) of, or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of FUNB-NC, unless (i) any such sale,
assignment, transfer, issuance, grant of a security interest or other
disposition is made for fair market value, as determined by the Board of
Directors of the Corporation, and (ii) the Corporation will own at least 80
percent of the issued and outstanding Voting Stock of FUNB-NC (or any successor
to FUNB-NC) free and clear of any security interest after giving effect to such
transaction. (SECTION 1006).
The foregoing covenant is not a covenant for the benefit of any series of
Senior Debt Securities issued on or after August 1, 1990.
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THE SUBORDINATED INDENTURE
The Subordinated Indenture contains a covenant by the Corporation that, so
long as any of the Subordinated Debt Securities issued thereunder before August
1, 1990 are outstanding, but subject to the rights of the Corporation in
connection with its consolidation with or merger into another corporation or a
sale of the Corporation's assets, it will not sell, assign, transfer, grant a
security interest in or otherwise dispose of any shares of, securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of FUNB-NC (other than to a Wholly-Owned Subsidiary),
nor will it permit FUNB-NC to issue (other than to the Corporation or to a
Wholly-Owned Subsidiary) any shares (other than directors' qualifying shares)
of, or securities convertible into, or options, warrants or rights to subscribe
for or purchase shares of, Voting Stock of FUNB-NC, unless (i) any such sale,
assignment, transfer, issuance, grant of a security interest or other
disposition is made for fair market value, as determined by the Board of
Directors of the Corporation, and (ii) the Corporation and/or its Wholly-Owned
Subsidiaries will own at least 80 percent of the issued and outstanding Voting
Stock of FUNB-NC (or any successor to FUNB-NC) free and clear of any security
interest after giving effect to such transaction. (SECTION 1006).
The foregoing covenant is not a covenant for the benefit of any series of
Subordinated Debt Securities issued on or after August 1, 1990.
RESTRICTION ON SALE OR ISSUANCE OF VOTING STOCK OF MAJOR SUBSIDIARY BANKS
The Indentures each contain a covenant by the Corporation that it will not,
and will not permit any Subsidiary to, sell, assign, transfer, grant a security
interest or otherwise dispose of any shares of Voting Stock, or any securities
convertible into shares of Voting Stock, of any Major Subsidiary Bank or any
Subsidiary owning, directly or indirectly, any shares of Voting Stock of any
Major Subsidiary Bank and that it will not permit any Major Subsidiary Bank or
any Subsidiary owning, directly or indirectly, any shares of Voting Stock of a
Major Subsidiary Bank to issue any shares of its Voting Stock or any securities
convertible into shares of its Voting Stock, except for sales, assignments,
transfers or other dispositions which: (i) are for the purpose of qualifying a
Person to serve as a director; (ii) are for fair market value (as determined by
the Board of Directors of the Corporation) and, after giving effect to such
dispositions and to any potential dilution, the Corporation will own not less
than 80 percent of the shares of Voting Stock of such Major Subsidiary Bank or
any such Subsidiary owning any shares of Voting Stock of such Major Subsidiary
Bank; (iii) are made (x) in compliance with an order of a court or regulatory
authority of competent jurisdiction, or (y) in compliance with a condition
imposed by any such court or authority permitting the acquisition by the
Corporation, directly or indirectly, of any other Bank or entity the activities
of which are legally permissible for a Person such as the Corporation or a
Subsidiary to engage in, or (z) in compliance with an undertaking made to such
authority in connection with such an acquisition (provided that, in the case of
clauses (y) and (z), the assets of the Bank or entity being acquired and its
consolidated subsidiaries equal or exceed 75 percent of the assets of such Major
Subsidiary Bank or such Subsidiary owning, directly or indirectly, any shares of
Voting Stock of a Major Subsidiary Bank and its respective consolidated
subsidiaries on the date of acquisition); or (iv) are made to the Corporation or
any Wholly-Owned Subsidiary. Notwithstanding the foregoing, any Major Subsidiary
Bank may be merged into or consolidated with another banking institution
organized under the laws of the United States, any State thereof or Washington
D.C., if after giving effect to such merger or consolidation the Corporation or
any Wholly-Owned Subsidiary owns at least 80 percent of the Voting Stock of such
other banking institution then issued and outstanding free and clear of any
security interest and if, immediately after giving effect thereto, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing. (SECTION 1007). A
Major Subsidiary Bank is defined in each Indenture to mean any Subsidiary which
is a bank and has total assets equal to 25 percent or more of the consolidated
assets of the Corporation determined as of the date of the most recent audited
financial statements of such entities. At present, the only Major Subsidiary
Banks are FUNB-NC and FUNB-FL.
The foregoing covenant is not a covenant for the benefit of any series of
Debt Securities issued before August 1, 1990, or, in the case of Subordinated
Debt Securities, issued after November 15, 1992.
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DEFAULTS
THE SENIOR INDENTURE
An Event of Default is defined in the Senior Indenture as, with respect to
Debt Securities of any series issued thereunder: default in payment of principal
of or premium, if any, on any Security of that series at Maturity; default for
30 days in payment of interest of any Debt Security of that series; failure to
deposit any sinking fund payment when due in respect of that series; failure by
the Corporation for 60 days after due notice in performance of any other of the
covenants or warranties in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Securities other
than that series); failure to pay when due any indebtedness of the Corporation
or, in the case of any series of Senior Debt Securities issued on or after
August 1, 1990, any Major Subsidiary Bank, or, in the case of any series of
Senior Debt Securities issued before August 1, 1990, FUNB-NC, for borrowed money
in excess of $5,000,000, or acceleration of the maturity of any such
indebtedness in excess of such amount if acceleration results from a default
under the instrument giving rise to such indebtedness and is not annulled within
30 days after due notice, unless in either case such default is contested in
good faith by appropriate proceedings; certain events of bankruptcy, insolvency
or reorganization of the Corporation or, in the case of any series of Senior
Debt Securities issued on or after August 1, 1990, any Major Subsidiary Bank,
or, in the case of any series of Senior Debt Securities issued before August 1,
1990, FUNB-NC; and any other Event of Default provided with respect to Debt
Securities of that series. (SECTION 501).
The Senior Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time Outstanding thereunder occurs and is
continuing, either the Senior Trustee or the Holders of not less than 25 percent
in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Debt Securities of that series to be due and
payable immediately (provided that no such declaration is required upon certain
events of bankruptcy), but upon certain conditions such declaration may be
annulled and past defaults (except, unless theretofore cured, a default in
payment of principal of or premium, if any, or interest on the Debt Securities
of that series and certain other specified defaults) may be waived by the
Holders of a majority in principal amount of the Outstanding Securities of that
series on behalf of the Holders of all Securities of that series. (SECTIONS 502
AND 513). See the penultimate paragraph under "General" above. In the event of
the bankruptcy, insolvency or reorganization of the Corporation, the claims of
Holders would be subject as to enforcement to the broad equity power of a
federal bankruptcy court, and to the determination by that court of the nature
of the rights of the Holders.
The Senior Indenture contains a provision entitling the Senior Trustee,
subject to the duty of the Senior Trustee upon the occurrence and continuation
of an Event of Default to act with the required standard of care, to be
indemnified by the Holders of any series of Outstanding Securities thereunder
before proceeding to exercise any right or power under the Indenture at the
request of the Holders of such series of Securities. (SECTION 603). The Senior
Indenture provides that the Holders of a majority in principal amount of
Outstanding Securities thereunder of any series may direct the time, method and
place of conducting any proceeding for any remedy available to the Senior
Trustee, or exercising any trust or other power conferred on the Senior Trustee,
with respect to the Securities of such series, provided that the Senior Trustee
may decline to act if such direction is contrary to law or the Senior Indenture
or would involve the Senior Trustee in personal liability. (SECTION 512).
The Corporation will file annually with the Senior Trustee a certificate as
to compliance with all conditions and covenants in the Senior Indenture.
(SECTION 1007).
THE SUBORDINATED INDENTURE
Payment of principal of the Subordinated Debt Securities may be accelerated
only upon an Event of Default (as defined below). There is no right of
acceleration in the case of a default in the payment of interest or the payment
of principal prior to the date of maturity or a default in the performance of
any other covenant of the Corporation in the Subordinated Indenture, unless the
terms of a particular series of Subordinated Debt Securities specifically
provide otherwise, in which case any such extension of such right of
acceleration will be described in the Applicable Prospectus Supplement(s).
An Event of Default is defined in the Subordinated Indenture as, with
respect to Subordinated Debt Securities of any series issued thereunder, certain
events involving the bankruptcy, insolvency or reorganization of the Corporation
and any other Event of Default which may be provided for with respect to the
Subordinated Debt Securities of that series. (SECTION 501). A Default, with
respect to Securities of that series, is defined in the
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Subordinated Indenture to include: (i) any Event of Default; (ii) a default in
the payment of principal or premium, if any, of any Security of that series at
its Maturity; (iii) default in the payment of any interest when due, continued
for 30 days; (iv) a default in any required designation of funds as Available
Funds; or (v) default in the performance, or breach, of any other covenant of
the Corporation in the Subordinated Indenture or in the Securities of that
series, continued for 90 days after written notice to the Corporation by the
Subordinated Trustee or to the Corporation and the Subordinated Trustee by the
Holders of not less than 25 percent in aggregate principal amount of the
Outstanding Securities of such series. (SECTION 503). If an Event of Default
with respect to the Securities of any series occurs and is continuing, either
the Subordinated Trustee or the Holders of not less than 25 percent in aggregate
principal amount of the Outstanding Securities of that series may accelerate the
maturity of all Outstanding Securities of such series. The Holders of a majority
in aggregate principal amount of the Outstanding Securities of that series may
waive an Event of Default resulting in acceleration of the Securities of such
series, but only if all Events of Default have been remedied and all payments
due on the Securities of that series (other than those due as a result of
acceleration) have been made and certain other conditions have been met.
(SECTION 502). Subject to the provisions of the Subordinated Indenture relating
to the duties of the Subordinated Trustee, in case a Default shall occur and be
continuing, the Subordinated Trustee will be under no obligation to exercise any
of its rights or powers under the Subordinated Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered to the
Subordinated Trustee reasonable indemnity.
(SECTION 603). Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Subordinated Trustee or exercising any trust or power conferred on the
Subordinated Trustee. (SECTION 512). The Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series may waive any past
default under the Subordinated Indenture with respect to such series, except a
default in the payment of principal or interest or a default in respect of a
covenant in the Subordinated Indenture which cannot be modified without the
consent of the Holder of each Outstanding Security of the series affected.
(SECTION 513). See the penultimate paragraph under "General" above. In the event
of the bankruptcy, insolvency or reorganization of the Corporation, the claims
of the Holders would be subject as to enforcement to the broad equity power of a
federal bankruptcy court, and to the determination by that court of the nature
of the rights of the Holders.
The Corporation will file annually with the Subordinated Trustee a
certificate as to compliance with all conditions and covenants in the
Subordinated Indenture. (SECTION 1007).
MODIFICATION AND WAIVER
Certain modifications and amendments of each of the Senior Indenture or the
Subordinated Indenture may be made by the Corporation and the Trustee under the
Applicable Indenture only with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of each
series issued under such Indenture and affected by the modification or
amendment, provided that no such modification or amendment may, without the
consent of the Holder of each Outstanding Security issued under such Indenture
and affected thereby: (i) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any such Security; (ii) reduce the
principal amount of, or the premium, if any, or the interest on, any such
Security (including in the case of an Original Issue Discount Security the
amount payable upon acceleration of the maturity thereof); (iii) change the
place of payment where, or the coin or currency or currency unit in which, any
principal of, or premium, if any, or interest on, any such Security is payable;
(iv) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date); (v) reduce the above-stated percentage of
Outstanding Securities of any series the consent of the Holders of which is
necessary to modify or amend the Applicable Indenture; or (vi) modify the
foregoing requirements or reduce the percentage of aggregate principal amount of
Outstanding Securities of any series required to be held by Holders seeking to
waive compliance with certain provisions of the Applicable Indenture or seeking
to waive certain defaults. (SECTION 902).
The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all
Securities of that series waive, insofar as that series is concerned, compliance
by the Corporation with certain restrictive provisions of the Applicable
Indenture. (SECTION 1008). The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all Securities of that series waive any past default under the
Applicable Indenture with respect to that series, except a default in the
payment of the principal of, or premium, if any, or interest on
14
<PAGE>
any Security of that series or in respect of a covenant or provision which under
the Applicable Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Security issued thereunder of the series
affected. (SECTION 513).
Certain modifications and amendments of each of the Senior Indenture and
the Subordinated Indenture may be made by the Corporation and the Trustee under
the Applicable Indenture without the consent of Holders of the Outstanding
Securities issued under such Indenture. (SECTION 901).
Each Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities issued under such
Indenture have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or are present at a meeting of Holders of
Securities for quorum purposes, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (ii) the principal
amount of a Security denominated in a foreign currency or currency unit shall be
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount of such Security or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined on the
date of original issuance of such Security, of the amount determined as provided
in (i) above. (SECTION 101).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indentures each provide that the Corporation may not consolidate with
or merge into any other corporation or transfer its properties and assets
substantially as an entirety to any Person unless (i) the corporation formed by
such consolidation or into which the Corporation is merged or the Person to
which the properties and assets of the Corporation are so transferred shall be a
corporation organized and existing under the laws of the United States, any
State thereof or Washington, D.C. and shall expressly assume by supplemental
indenture the payment of the principal of and premium, if any, and interest on
the Senior Debt Securities or the Subordinated Debt Securities, as the case may
be, and the performance of the other covenants of the Corporation under the
Applicable Indenture; (ii) immediately after giving effect to such transaction,
no Event of Default or Default, as applicable, and no event which, after notice
or lapse of time or both, would become an Event of Default or Default, as
applicable, shall have occurred and be continuing; and (iii) certain other
conditions are met. (SECTION 801).
TRUSTEES
Either or both of the Trustees may resign or be removed with respect to one
or more series of Securities and a successor Trustee may be appointed to act
with respect to such series. (SECTION 610). In the event that two or more
persons are acting as Trustee with respect to different series of Securities,
each such Trustee shall be a Trustee of a trust under the related Indenture
separate and apart from the trust administered by any other such Trustee
(SECTION 611), and any action described herein to be taken by the "Trustee" may
then be taken by each such Trustee with respect to, and only with respect to,
the one or more series of Securities for which it is Trustee.
In the normal course of business, the Corporation and its subsidiaries
conduct banking transactions with the Trustees, and the Trustees conduct banking
transactions with the Corporation and its subsidiaries.
VALIDITY OF OFFERED DEBT SECURITIES
The validity of any Offered Debt Securities will be passed upon for the
Corporation by Marion A. Cowell, Jr., Esq., Executive Vice President, Secretary
and General Counsel of the Corporation, and for any underwriters or agents by
Sullivan & Cromwell, 125 Broad Street, New York, New York. Sullivan & Cromwell
will rely upon the opinion of Mr. Cowell as to matters of North Carolina law,
and Mr. Cowell will rely upon the opinion of Sullivan & Cromwell as to matters
of New York law. Mr. Cowell owns shares of the Corporation's Common Stock and
holds options to purchase additional shares of such Common Stock. Sullivan &
Cromwell regularly performs legal services for the Corporation and its
subsidiaries. Certain members of Sullivan & Cromwell performing these legal
services own shares of the Corporation's 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
15
<PAGE>
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 First Fidelity Bancorporation
("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 certain investments in debt and equity securities in 1993.
PLAN OF DISTRIBUTION
The Corporation may sell Debt Securities to or through underwriters,
including First Union Capital Markets Corp., an affiliate of the Corporation, to
be designated from time to time, and also may sell Debt Securities directly to
other purchasers or through agents. The distribution of the Debt Securities may
be effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices.
The Debt Securities will be new issues of securities with no established
trading market. It has not presently been established whether the underwriters,
if any, of the Debt Securities will make a market in the Debt Securities. If a
market in the Debt Securities is made by any such underwriters, such market
making may be discontinued at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Debt Securities.
This Prospectus and the related Prospectus Supplement may be used by First
Union Capital Markets Corp. in connection with offers and sales related to
market-making transactions in the Debt Securities. First Union Capital Markets
Corp. may act as principal or agent in such transactions. Such sales will be
made at prices related to prevailing market prices at the time of sale.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Corporation or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Corporation and any profit on
the resale of Debt Securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Corporation will be
described, in the Applicable Prospectus Supplement(s) relating to such Debt
Securities.
Unless otherwise indicated in the Applicable Prospectus Supplement(s), the
obligations of any such underwriters to purchase the Debt Securities will be
subject to certain conditions precedent, and each of the underwriters with
respect to a sale of Debt Securities will be obligated to purchase all of its
Debt Securities if any are purchased. Unless otherwise indicated in the
Applicable Prospectus Supplement(s), any such agent involved in the offer and
sale of the Debt Securities in respect of which this Prospectus is being
delivered will be acting on a best efforts basis for the period of its
appointment.
Under agreements which may be entered into by the Corporation,
underwriters, agents and their controlling persons who participate in the
distribution of Debt Securities may be entitled to indemnification by the
Corporation against certain liabilities, including liabilities under the
Securities Act.
16
<PAGE>
If so indicated in the Applicable Prospectus Supplement(s) relating to any
Offered Debt Securities, the Corporation will authorize dealers or other persons
acting as the Corporation's agents to solicit offers by certain institutions to
purchase any Offered Debt Securities from the Corporation pursuant to contracts
providing for payment and delivery on a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Corporation. The obligations of any purchaser under any such contract will
be subject to the condition that the purchase of any Offered Debt Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
First Union Capital Markets Corp. is an affiliate of the Corporation, and
the participation of First Union Capital Markets Corp. in the offer and sale of
the Debt Securities will comply with the requirements of Schedule E to the
Bylaws of the National Association of Securities Dealers, Inc. (the "NASD"). No
NASD member participating in offers and sales will execute a transaction in the
Debt Securities in a discretionary account without the prior specific written
approval of such member's customer.
Underwriters or agents and their associates may be customers of (including
borrowers from), engage in transactions with, and/or perform services for, the
Corporation and its subsidiaries, the Senior Trustee and the Subordinated
Trustee, in the ordinary course of business.
17
<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 (the "NCBCA"), 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 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 of Incorporation provides for the elimination of
the personal liability of each director of the Corporation to the fullest extent
permitted by the provisions of the NCBCA, 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.
Under agreements which may be entered into by the Corporation, certain
controlling persons, directors and officers of the Corporation may be entitled
to indemnification by underwriters and agents who participate in the
distribution of Debt Securities covered by the Registration Statement against
certain liabilities, including liabilities under the Securities Act.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(1)(a) -- Form of proposed Underwriting Agreement. (Incorporated by reference to Exhibit (4)(a) to the
Corporation's Registration Statement No. 33-57310.)
(1)(b) -- Form of proposed Distribution Agreement relating to the Debt Securities. (Incorporated by reference
to Exhibit (1)(b) to the Corporation's Registration Statement on No. 33-40456.)
(4)(a)(i) -- Copy of Senior Indenture (including form of Senior Debt Security). (Incorporated by reference to
Exhibit (4) to the Corporation's Registration Statement No. 2-98213.)
(4)(a)(ii) -- Copy of supplemental indenture, dated as of May 17, 1986, between the Corporation and Chemical
Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(ii) to Amendment No. 1 to the
Corporation's Registration Statement No. 33-30122.)
-- Copy of supplemental indenture, dated as of July 1, 1988, between the Corporation and Chemical
(4)(a)(iii) Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(iii) to Amendment No. 1 to the
Corporation's Registration Statement No. 33-30122.)
(4)(a)(iv) -- Copy of supplemental indenture, dated as of August 1, 1990, between the Corporation and Chemical
Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(iv) to the Corporation's
Registration Statement No. 33-40456.)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
(4)(b)(i) -- Copy of Subordinated Indenture (including form of Subordinated Debt Security). (Incorporated by
reference to Exhibit (4)(a) to Amendment No. 1 to the Corporation's Registration Statement No.
33-1852.)
<S> <C>
(4)(b)(ii) -- Copy of supplemental indenture, dated as of August 1, 1990, between the Corporation and The Bank of
New York, as Trustee. (Incorporated by reference to Exhibit (4)(b)(ii) to the Corporation's
Registration Statement No. 33-40456.)
-- Copy of supplemental indenture, dated as of November 15, 1993, between the Corporation and The Bank
(4)(b)(iii) of New York, as Trustee. (Incorporated by reference to Exhibit (4) to the Corporation's Current
Report on Form 8-K dated November 17, 1992.)
(4)(c)(i) -- Form of proposed Senior Medium-Term Notes. (Incorporated by reference to Exhibit (4)(c)(i) to the
Corporation's Registration Statement No. 33-40456.)
(4)(c)(ii) -- Form of proposed Subordinated Medium-Term Notes. (Incorporated by reference to Exhibit (4)(c)(ii)
to the Corporation's Registration Statement No. 33-40456.)
(5) -- Opinion of Marion A. Cowell, Jr., Esq. (Previously filed.)
(12) -- Computations of Consolidated Ratios of Earnings to Fixed Charges. (Incorporated by reference to
Exhibits (12)(a) to the Corporation's 1995 First Quarter Report on Form 10-Q.)
(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.)
(25)(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical Bank.
(Previously filed.)
(25)(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
(Previously filed.)
(27) -- The Corporation's Financial Data Schedules. (Incorporated by reference to Exhibit (27) to the
Corporation's 1995 First Quarter Report on Form 10-Q.)
</TABLE>
ITEM 17. UNDERTAKINGS.
A. UNDERTAKINGS TO UPDATE ANNUALLY.
(1) The undersigned registrant hereby undertakes:
(A) 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 the 1933 (as amended, the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (as amended, the "Exchange Act") that are incorporated by reference in
the registration statement.
(B) 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.
II-2
<PAGE>
(C) 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.
(2) 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.
B. UNDERTAKING REGARDING INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
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-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No.
33-57279) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on July 31, 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
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ EDWARD E. CRUTCHFIELD* Chairman and Chief Executive Officer and Director
EDWARD E. CRUTCHFIELD
/s/ ROBERT T. ATWOOD* Executive Vice President and Chief Financial Officer
ROBERT T. ATWOOD
/s/ JAMES H. HATCH* Senior Vice President and Corporate Controller
JAMES H. HATCH (Principal Accounting Officer)
/s/ G. ALEX BERNHARDT* Director
G. ALEX BERNHARDT
/s/ W. WALDO BRADLEY* Director
W. WALDO BRADLEY
/s/ ROBERT J. BROWN* Director
ROBERT J. BROWN
/s/ ROBERT D. DAVIS* Director
ROBERT D. DAVIS
/s/ R. STUART DICKSON* Director
R. STUART DICKSON
/s/ B.F. DOLAN* Director
B.F. DOLAN
/s/ RODDEY DOWD, SR.* Director
RODDEY DOWD, SR.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ JOHN R. GEORGIUS* Director
JOHN R. GEORGIUS
/s/ WILLIAM H. GOODWIN, JR.* Director
WILLIAM H. GOODWIN, JR.
/s/ BRENTON S. HALSEY* Director
BRENTON S. HALSEY
/s/ HOWARD H. HAWORTH* Director
HOWARD H. HAWORTH
/s/ TORRENCE E. HEMBY, JR.* Director
TORRENCE E. HEMBY, JR.
/s/ LEONARD G. HERRING* Director
LEONARD G. HERRRING
/s/ JACK A. LAUGHERY* Director
JACK A. LAUGHERY
/s/ MAX LENNON* Director
MAX LENNON
/s/ RADFORD D. LOVETT* Director
RADFORD D. LOVETT
/s/ HENRY D. PERRY, JR.* Director
HENRY D. PERRY, JR.
/s/ RANDOLPH N. REYNOLDS* Director
RANDOLPH N. REYNOLDS
/s/ RUTH G. SHAW* Director
RUTH G. SHAW
/s/ LANTY L. SMITH* Director
LANTY L. SMITH
/s/ DEWEY L. TROGDON* Director
DEWEY L. TROGDON
/s/ JOHN D. UIBLE* Director
JOHN D. UIBLE
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ B.J. WALKER* Director
B.J. WALKER
/s/ KENNETH G. YOUNGER* Director
KENNETH G. YOUNGER
*By Marion A. Cowell, Jr., Attorney-in-Fact
* By /s/ MARION A. COWELL, JR.
MARION A. COWELL, JR., ATTORNEY-IN-FACT
</TABLE>
Date: July 31, 1995
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(1)(a) -- Form of proposed Underwriting Agreement. (Incorporated by reference to Exhibit (4)(a) to the
Corporation's Registration Statement No. 33-57310.)
(1)(b) -- Form of proposed Distribution Agreement relating to the Debt Securities. (Incorporated by reference
to Exhibit (1)(b) to the Corporation's Registration Statement on No. 33-40456.)
(4)(a)(i) -- Copy of Senior Indenture (including form of Senior Debt Security). (Incorporated by reference to
Exhibit (4) to the Corporation's Registration Statement No. 2-98213.)
(4)(a)(ii) -- Copy of supplemental indenture, dated as of May 17, 1986, between the Corporation and Chemical
Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(ii) to Amendment No. 1 to the
Corporation's Registration Statement No. 33-30122.)
-- Copy of supplemental indenture, dated as of July 1, 1988, between the Corporation and Chemical
(4)(a)(iii) Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(iii) to Amendment No. 1 to the
Corporation's Registration Statement No. 33-30122.)
(4)(a)(iv) -- Copy of supplemental indenture, dated as of August 1, 1990, between the Corporation and Chemical
Bank, as Trustee. (Incorporated by reference to Exhibit (4)(a)(iv) to the Corporation's
Registration Statement No. 33-40456.)
(4)(b)(i) -- Copy of Subordinated Indenture (including form of Subordinated Debt Security). (Incorporated by
reference to Exhibit (4)(a) to Amendment No. 1 to the Corporation's Registration Statement No.
33-1852.)
(4)(b)(ii) -- Copy of supplemental indenture, dated as of August 1, 1990, between the Corporation and The Bank of
New York, as Trustee. (Incorporated by reference to Exhibit (4)(b)(ii) to the Corporation's
Registration Statement No. 33-40456.)
-- Copy of supplemental indenture, dated as of November 15, 1993, between the Corporation and The Bank
(4)(b)(iii) of New York, as Trustee. (Incorporated by reference to Exhibit (4) to the Corporation's Current
Report on Form 8-K dated November 17, 1992.)
(4)(c)(i) -- Form of proposed Senior Medium-Term Notes. (Incorporated by reference to Exhibit (4)(c)(i) to the
Corporation's Registration Statement No. 33-40456.)
(4)(c)(ii) -- Form of proposed Subordinated Medium-Term Notes. (Incorporated by reference to Exhibit (4)(c)(ii)
to the Corporation's Registration Statement No. 33-40456.)
(5) -- Opinion of Marion A. Cowell, Jr., Esq. (Previously filed.)
(12) -- Computations of Consolidated Ratios of Earnings to Fixed Charges. (Incorporated by reference to
Exhibits (12)(a) to the Corporation's 1995 First Quarter Report on Form 10-Q.)
(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.)
(25)(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical Bank.
(Previously filed.)
(25)(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
(Previously filed.)
(27) -- The Corporation's Financial Data Schedules. (Incorporated by reference to Exhibit (27) to the
Corporation's 1995 First Quarter Report on Form 10-Q.)
</TABLE>
<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 to the Registration Statement on Form S-3 (No. 33-57279) 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
July 31, 1995
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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 to the Registration Statement on Form S-3 (No. 33-57279) 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, contains an explanatory paragraph that states
that First Fidelity Bancorporation changed its methods of accounting for income
taxes, postretirement benefits other than pensions, postemployment benefits, and
certain investments in debt and equity securities in 1993.
KPMG PEAT MARWICK LLP
New York, New York
July 31, 1995
