As filed with the Securities and Exchange Commission on April 16, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
----------
First Union Corporation
1996 Master Stock Compensation Plan
(Full title of the plan)
----------
Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6828
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee (1)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Common Stock (including 14,000,000 shs. $59.00 $826,000,000 $284,828
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
- ------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, the
registration fee is being computed based upon $59.00, the average of the high
and low prices reported on the New York Stock Exchange Composite Transactions
tape on April 12, 1996.
<PAGE>
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statment contains a combined prospectus that relates to Registration Statements
No. 33-47447 on Form S-8, No. 33- 23316 on Form S-8 and No. 2-90726 on Form S-8
previously filed by the Registrant.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(i) the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995; and
(ii) the Corporation's Current Reports on Form 8-K dated as of January
10, 1996 and February 9, 1996.
In addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (including the rules and regulations thereunder, the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under the 1996
Master Stock Compensation Plan (the "Plan") have been passed upon for the
Corporation by Marion A. Cowell, Jr., Esq., Executive Vice President, Secretary
and General Counsel of the Corporation. Mr. Cowell owns shares of Common Stock
and holds options to purchase additional shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to 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
<PAGE>
determined as provided in the statute that the director or officer meets a
certain standard of conduct, provided when a director or officer is liable to
the corporation, the corporation may not indemnify him. The statute also permits
a director or officer of a corporation who is a party to a proceeding to apply
to the courts for indemnification, unless the articles of incorporation provide
otherwise, and the court may order indemnification under certain circumstances
set forth in the statute.
The statute further provides that a corporation may in its articles of
incorporation or bylaws or by contract or resolution provide indemnification in
addition to that provided by the statute, subject to certain conditions set
forth in the statute.
The Corporation's Bylaws provide for the indemnification of the
Corporation's directors and executive officers by the Corporation against
liabilities arising out of his status as such, excluding any liability relating
to activities which were at the time taken known or believed by such person to
be clearly in conflict with the best interests of the Corporation.
The Corporation's Articles of Incorporation provide for the elimination
of the personal liability of each director of the Corporation to the fullest
extent permitted by the provisions of the North Carolina Business Corporation
Act, as the same may from time to time be in effect.
The Corporation maintains directors and officers liability insurance,
which provides coverage of up to $80,000,000, subject to certain deductible
amounts. In general, the policy insures (i) the Corporation's directors and
officers against loss by reason of any of their wrongful acts, and/or (ii) the
Corporation against loss arising from claims against the directors and officers
by reason of their wrongful acts, all subject to the terms and conditions
contained in the policy.
4
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
(3)(a) -Articles of Incorporation of the Corporation, as
amended. (Incorporated by reference to Exhibit
(4) to the Corporation's 1990 First Quarter Report
on Form 10-Q, to Exhibit (99)(a) to the
Corporation's 1993 First Quarter Report on Form
10-Q and to Exhibit (4)(a) to the Corporation's
Current Report on Form 8-K dated January 10,
1996.)
(3)(b) -Bylaws of the Corporation, as amended.
(Incorporated by reference to Exhibit (3)(b) to
the Corporation's 1995 Annual Report on Form 10-
K.)
(4)(a) -Shareholder Protection Rights Agreement, as amended.
(Incorporated by reference to Exhibits (4)(b) to the
Corporation's Current Reports on Form 8-K dated
December 18, 1990 and October 20, 1992, and to
Exhibits (99) to the Corporation's Current Reports on
Form 8-K dated June 20, 1995 and June 21, 1995.)
(4)(b) -All instruments defining the rights of holders of
long-term debt of the Corporation and its
subsidiaries. (Not filed pursuant to (4)(iii) of Item
601(b) of Regulation S-K; to be furnished upon
request of the Commission.)
(5) -Opinion of Marion A. Cowell, Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP.
(23)(b) -Consent of Marion A. Cowell, Jr., Esq. (Included
in Exhibit (5).)
(24) -Power of Attorney.
5
<PAGE>
Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (as amended, the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
6
<PAGE>
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in
7
<PAGE>
the Securities Act and will be governed by the final adjudication
of such issue.
8
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1993, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on April 16,
1996.
FIRST UNION CORPORATION
By: /s/Kent S. Hathaway
Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Edward E. Crutchfield * Chairman and Chief
Edward E. Crutchfield Executive Officer and
Director
Robert T. Atwood * Executive Vice President
Robert T. Atwood and Chief Financial
Officer
James H. Hatch * Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
Edward E. Barr * Director
Edward E. Barr
G. Alex Bernhardt * Director
G. Alex Bernhardt
9
<PAGE>
W. Waldo Bradley * Director
W. Waldo Bradley
Robert J. Brown * Director
Robert J. Brown
Robert D. Davis * Director
Robert D. Davis
R. Stuart Dickson * Director
R. Stuart Dickson
B. F. Dolan * Director
B. F. Dolan
Roddey Dowd, Sr.* Director
Roddey Dowd, Sr.
John R. Georgius * Director
John R. Georgius
Arthur M. Goldberg * Director
Arthur M. Goldberg
William N. Goodwin, Jr. * Director
William N. Goodwin, Jr.
Brenton S. Halsey * Director
Brenton S. Halsey
Howard H. Haworth * Director
Howard H. Haworth
10
<PAGE>
Torrence E. Hemby, Jr. * Director
Torrence E. Hemby, Jr.
Frank M. Henry * Director
Frank M. Henry
Leonard G. Herring * Director
Leonard G. Herring
Juan Rodriguez Inciarte * Director
Juan Rodriguez Inciarte
Jack A. Laughery * Director
Jack A. Laughery
Max Lennon * Director
Max Lennon
Radford D. Lovett * Director
Radford D. Lovett
Joseph Neubauer * Director
Joseph Neubauer
Henry D. Perry, Jr. * Director
Henry D. Perry, Jr.
Randolph N. Reynolds * Director
Randolph N. Reynolds
Ruth G. Shaw * Director
Ruth G. Shaw
11
<PAGE>
Lanty L. Smith * Director
Lanty L. Smith
Anthony P. Terracciano * Director
Anthony P. Terracciano
Dewey L. Trogdon * Director
Dewey L. Trogdon
John D. Uible * Director
John D. Uible
B.J. Walker * Director
B.J. Walker
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: April 16, 1996
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Location
<S> <C> <C>
(3)(a) -Articles of Incorporation Incorporated by
of the Corporation, as amended. reference to Exhibit (4)
to the Corporation's 1990
First Quarter Report on
Form 10-Q, to Exhibit
(99)(a) to the
Corporation's 1993 First
Quarter Report on Form 10-
Q and to Exhibit (4)(a) to
the Corporation's Current
Report on Form 8-K dated
January 10, 1996.
(3)(b) -Bylaws of the Corporation, Incorporated by
as amended. reference to Exhibit
(3)(b) to the
Corporation's 1995 Annual
Report on Form 10-K.
(4)(a) -Shareholder Protection Rights Incorporated by
Agreement, as amended. reference to Exhibits
(4)(b) to the Corporation's
Current Reports on Form
8-K dated December 18,
1990 and October 20,
1992, and to Exhibits
(99) to the Corporation's
Current Reports on Form 8-K
dated June 20, 1995
and June 21, 1995.
(4)(b) -All instruments defining the Not filed pursuant to
rights of holders of long-term (4)(iii) of Item 601(b)
debt of the Corporation and its of Regulation S-K; to be
subsidiaries. furnished upon request of
the Commission.
(5) -Opinion of Marion A. Cowell, Filed herewith.
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
13
</TABLE>
Exhibit (5)
April 16, 1996
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Ladies and Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation")
in connection with the registration on Form S-8 of 14,000,000 shares of the
Corporation's Common Stock under the Securities Act of 1933 (the "Registration
Statement"), including rights attached thereto to purchase shares of Common
Stock or junior participating Class A Preferred Stock pursuant to the
Corporation's Shareholder Protection Rights Agreement (collectively, the
"Shares"), that are issuable under the Corporation's 1996 Master Stock
Compensation Plan (the "Plan").
On the basis of such investigation as I deemed necessary, I am of the
opinion that:
1. the Corporation has been duly incorporated and is
validly existing under the laws of the State of North
Carolina; and
2. the Shares have been duly authorized and, when the
Registration Statement has become effective under the
Securities Act of 1933 and the Shares have been duly issued
and sold under the Plan, the Shares will be validly issued by
the Corporation, fully paid and nonassessable.
I hereby consent to the use of my name under Item 5 in Part II of the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the
<PAGE>
category of persons whose consent is required by the Securities Act of 1933 and
the rules promulgated thereunder.
Very truly yours,
Marion A. Cowell, Jr.
15
<PAGE>
Exhibit (23)(a)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Union Corporation
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Union Corporation of (i) our report dated
January 11, 1996, relating to the consolidated balance sheets of First Union
Corporation and subsidiaries as of December 31, 1995 and 1994, 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, 1995,
which report appears in the 1995 Annual Report to Stockholders (Historical
Basis) which is incorporated by reference in the 1995 Form 10-K of First Union
Corporation; and (ii) our report dated January 11, 1996, relating to the
supplemental consolidated balance sheets of First Union Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related supplemental
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1995,
which report appears in the 1995 Supplemental Annual Report to Stockholders
which is incorporated by reference in the 1995 Form 10-K of First Union
Corporation. Each report refers to a change in the method of accounting for
investments.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
April 16, 1996
Exhibit (24)
FIRST UNION CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and
officers of FIRST UNION CORPORATION (the "Corporation") hereby constitute and
appoint Marion A. Cowell, Jr. and Kent S. Hathaway, and each of them severally,
the true and lawful agents and attorneys-in-fact of the undersigned with full
power and authority in said agents and attorneys-in-fact, and in any one of
them, to sign for the undersigned and in their respective names as directors and
officers of the Corporation, a Registration Statement to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of the shares of Common Stock of the Corporation
that are issuable under the Corporation's 1996 Master Stock Compensation Plan,
and to sign any and all amendments to such Registration Statement.
Signature Capacity
/s/ Edward E. Crutchfield Chairman and Chief
Edward E. Crutchfield Executive Officer and
Director
/s/ Robert T. Atwood Executive Vice President
Robert T. Atwood and Chief Financial
Officer
/s/ James H. Hatch Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
/s/ Edward E. Barr Director
Edward E. Barr
<PAGE>
/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.
/s/ John R. Georgius Director
John R. Georgius
/s/ Arthur M. Goldberg Director
Arthur M. Goldberg
/s/ William N. Goodwin, Jr. Director
William N. Goodwin, Jr.
/s/ Brenton S. Halsey Director
Brenton S. Halsey
2
<PAGE>
/s/ Howard H. Haworth Director
Howard H. Haworth
/s/ Torrence E. Hemby, Jr. Director
Torrence E. Hemby, Jr.
/s/ Frank M. Henry Director
Frank M. Henry
/s/ Leonard G. Herring Director
Leonard G. Herring
/s/ Juan Rodriguez Inciarte Director
Juan Rodriguez Inciarte
/s/ Jack A. Laughery Director
Jack A. Laughery
/s/ Max Lennon Director
Max Lennon
/s/ Radford D. Lovett Director
Radford D. Lovett
/s/ Joseph Neubauer Director
Joseph Neubauer
/s/ Henry D. Perry, Jr. Director
Henry D. Perry, Jr.
/s/ Randolph N. Reynolds Director
Randolph N. Reynolds
3
<PAGE>
/s/ Ruth G. Shaw Director
Ruth G. Shaw
/s/ Lanty L. Smith Director
Lanty L. Smith
/s/ Anthony P. Terracciano Director
Anthony P. Terracciano
/s/ Dewey L. Trogdon Director
Dewey L. Trogdon
/s/ John D. Uible Director
John D. Uible
/s/ B.J. Walker Director
B.J. Walker
February 20, 1996
Charlotte, NC
4
