<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0898180
(State or other jurisdiction (I.R.S. employer
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 AND GENERAL COUNSEL
FIRST UNION CORPORATION
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(704) 374-6828
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, and such time or times as may be determined by the Selling Stockholders
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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]
CALCULATION OF REGISTRATION FEE
[CAPTION]
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<S> <C> <C> <C>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED (1) REGISTERED PER UNIT ING PRICE
<S> <C> <C> <C>
Common Stock
(including rights to
purchase
shares of Common Stock or
junior participating Class A
Preferred Stock)............ 62,089 shs. $73.50(2) $4,563,542(2)
<CAPTION>
TITLE OF
SECURITIES TO AMOUNT OF
BE REGISTERED (1) REGISTRATION FEE
<S> <C>
Common Stock
(including rights to
purchase
shares of Common Stock or
junior participating Class A
Preferred Stock)............ $1,383.00(2)
</TABLE>
(1) Prior to the occurrence of certain events, the rights to purchase shares of
Common Stock or junior participating Class A Preferred Stock will not be
exercisable and will not be evidenced separately from the Common Stock.
(2) Pursuant to Rule 457(c), the registration fee is based on the average of the
high and low prices per share of First Union Corporation Common Stock on the
New York Stock Exchange Composite Transactions Tape on December 5, 1996
($73.50).
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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[Redherring appears on left side of page rotated and reads 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 SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1996
62,089 SHARES
[First Union
logo appears here]
FIRST UNION CORPORATION
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
This Prospectus relates to 62,089 shares (the "Shares") of Common Stock,
$3.33 1/3 par value per share (together with the
Rights (as hereinafter defined) attached thereto, the "Common Stock"), of First
Union Corporation (the "Corporation") beneficially owned by the stockholders
named herein under "Selling Stockholders". The Shares were acquired by the
Selling Stockholders in connection with the acquisition of Taylor & Clark
Insurance Services, Incorporated ("T & C"), an insurance agency based in
Fairfax, Virginia, by a subsidiary of the Corporation on October 1, 1996. The
Selling Stockholders have advised the Corporation that they propose to offer the
Shares, from time to time, through brokers in brokerage transactions on the New
York Stock Exchange ("NYSE"), to underwriters or dealers in negotiated
transactions or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Brokers,
dealers and underwriters that participate in the distribution of the Shares may
be deemed to be underwriters under the Securities Act of 1933 (as amended, and
together with the rules and regulations thereunder, the "Securities Act"), and
any discounts or commissions received by them from any Selling Stockholder and
any profit on the resale of Shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling Stockholders may
be deemed to be underwriters under the Securities Act.
The Corporation will not receive any part of the proceeds from the sale of
the Shares. The Selling Stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Stockholders' counsel, but the Corporation will bear all other
expenses in connection with the offering made hereunder. The Corporation has
agreed to indemnify the Selling Stockholders against certain liabilities,
including certain liabilities under the Securities Act, in connection with the
registration and the offering and sale of the Shares.
The Shares are listed on the NYSE. The closing price per share of Common
Stock on the NYSE Composite Transactions Tape (the "NYSE Tape") on ,
1996, was $ .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (as amended, and together with the rules and
regulations thereunder, 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, 13th Floor, 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. Certain of
such reports, proxy statements and other information is also available from the
Commission over the Internet at http://www.sec.gov. The Common Stock is listed
and traded on the NYSE. Reports, proxy statements and other information relating
to the Corporation can also be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3, of which this Prospectus is a part, and the
exhibits thereto (together with any amendments or supplements thereto, the
"Registration Statement"), which has been filed by the Corporation 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 portions
reference is hereby made for further information.
THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF SUCH DOCUMENTS IS AVAILABLE
WITHOUT CHARGE (OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS) TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER TO WHOM THIS PROSPECTUS IS DELIVERED, UPON
WRITTEN OR ORAL REQUEST FROM: FIRST UNION CORPORATION, INVESTOR RELATIONS, TWO
FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28288-0206 (TELEPHONE NUMBER (704)
374-6782).
The Commissioner of Insurance of the State of North Carolina (the
"Commissioner") has not approved or disapproved this offering nor has the
Commissioner passed upon the accuracy or adequacy of this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission (File
No. 1-10000) under Section 13(a) or 15(d) of the Exchange Act are hereby
incorporated by reference in this Prospectus:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) the Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(iii) the Corporation's Current Reports on Form 8-K dated January 10, 1996,
February 9, 1996, August 20, 1996, September 6, 1996 and October 16, 1996.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof 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 supplement hereto 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 supplement
hereto 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 supplement hereto.
2
<PAGE>
THE CORPORATION
GENERAL
Financial and other information relating to the Corporation, including
information relating to the Corporation's directors and executive officers, is
set forth in the Corporation's 1995 Annual Report on Form 10-K, 1996 Annual
Meeting Proxy Statement, 1996 First, Second and Third Quarter Reports on Form
10-Q and 1996 Current Reports on Form 8-K, copies of which may be obtained from
the Corporation as indicated under "AVAILABLE INFORMATION".
HISTORY AND BUSINESS
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 (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 banks in
Connecticut, Delaware, Florida, Georgia, Maryland, New Jersey, New York,
Pennsylvania, South Carolina, Tennessee, Virginia 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, home equity lending,
leasing, investment banking, insurance and securities brokerage services through
other subsidiaries.
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 what it perceives to be some of the better
banking markets in the eastern region of the United States. Since November 1985,
the Corporation has completed approximately 70 banking-related acquisitions,
including the more significant acquisitions (I.E., acquisitions involving the
acquisition of $3.0 billion or more in assets or deposits) set forth in the
following table.
<TABLE>
<CAPTION>
ASSETS/ CONSIDERATION/
NAME HEADQUARTERS DEPOSITS(1)(2) ACCOUNTING TREATMENT COMPLETION DATE
<S> <C> <C> <C> <C>
Atlantic Bancorporation.......................... Florida $ 3.8 billion common stock/pooling November 1985
Northwestern Financial Corporation............... North Carolina 3.0 billion common stock/pooling December 1985
First Railroad & Banking Company of
Georgia........................................ Georgia 3.7 billion common stock/pooling November 1986
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 and September 1991
preferred stock/
purchase
Resolution Trust Corporation ("RTC") 1991-1994
acquisitions................................... Florida,
Georgia,
Virginia 5.3 billion cash/purchase
Dominion Bankshares Corporation.................. Virginia 8.9 billion common stock and March 1993
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 3.3 billion common stock/purchase July 1995
First Fidelity Bancorporation.................... New Jersey 35.4 billion common stock and January 1996
preferred
stock/pooling
Center Financial Corporation..................... Connecticut $ 4.0 billion common stock/purchase November 1996
</TABLE>
(1) The dollar amounts indicated represent the assets of the related
organization as of the last reporting period prior to acquisition or, in the
case of the pending acquisition, as of the most recent reporting period,
except for (i) the dollar amount relating to RTC acquisitions, which
represents savings and loan deposits acquired from the RTC, and (ii) the
dollar amount relating to Southeast banks, which represents assets of the
two banking subsidiaries of Southeast Banking Corporation acquired from the
Federal Deposit Insurance Corporation ("FDIC").
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(2) In addition, (i) the Corporation purchased Lieber & Company, a mutual fund
advisory company with approximately $3.4 billion in assets under management,
in June 1994, and (ii) the Corporation currently has pending the proposed
acquisition of Keystone Investements, Inc., a mutual fund advisory company
with approximately $11.8 billion in assets under management.
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.
CERTAIN REGULATORY CONSIDERATIONS
AS A BANK HOLDING COMPANY, THE CORPORATION IS SUBJECT TO REGULATION UNDER
THE BHCA AND TO ITS EXAMINATION AND REPORTING REQUIREMENTS. THE FOLLOWING
DISCUSSION SETS FORTH CERTAIN OF THE MATERIAL ELEMENTS OF THE REGULATORY
FRAMEWORK APPLICABLE TO BANK HOLDING COMPANIES AND THEIR SUBSIDIARIES AND
PROVIDES CERTAIN SPECIFIC INFORMATION RELEVANT TO THE CORPORATION. THIS
REGULATORY FRAMEWORK IS INTENDED PRIMARILY FOR THE PROTECTION OF DEPOSITORS AND
THE FEDERAL DEPOSIT INSURANCE FUNDS AND NOT FOR THE PROTECTION OF SECURITY
HOLDERS. TO THE EXTENT THAT THE FOLLOWING INFORMATION DESCRIBES STATUTORY AND
REGULATORY PROVISIONS, IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
PARTICULAR STATUTORY AND REGULATORY PROVISIONS. A CHANGE IN APPLICABLE STATUTES,
REGULATIONS OR REGULATORY POLICY MAY HAVE A MATERIAL EFFECT ON THE BUSINESS OF
THE CORPORATION.
GENERAL
The Corporation is a bank holding company within the meaning of the BHCA
and is registered as such with the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"). 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 Federal Reserve Board, or a
waiver of the requirement for such approval. 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 "OCC"). In addition, there are numerous governmental requirements
and regulations which affect the activities of the Corporation and its
subsidiaries.
PAYMENT OF DIVIDENDS
The Corporation is a legal entity separate and distinct from its banking
and other subsidiaries. The Corporation's banking subsidiaries are subject to
legal limitations on the amount of dividends they can pay. A major portion of
the Corporation's revenues result from amounts paid as dividends to the
Corporation by its national bank subsidiaries. The prior approval of the OCC 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 any national bank from paying
dividends which would be greater than such bank's undivided profits after
deducting statutory bad debt in excess of such bank's allowance for loan losses.
In addition to its national bank subsidiaries, the Corporation has two
state-chartered bank subsidiaries, each of which is subject to dividend
limitations under applicable state laws.
Under the foregoing dividend restrictions and certain restrictions
applicable to certain of the Corporation's nonbanking subsidiaries, as of
September 30, 1996, the Corporation's subsidiaries, without obtaining
affirmative governmental approvals, could pay aggregate dividends of $430
million to the Corporation. In the first nine months of 1996, the Corporation's
subsidiaries paid $1.1 billion in cash dividends to the Corporation.
In addition, 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
national bank or bank holding company that the payment of dividends would be an
unsafe or unsound practice and to prohibit payment thereof. The OCC (the
appropriate agency with respect to the Corporation's national bank subsidiaries)
and the FDIC (the appropriate agency with respect to the Corporation's
state-chartered bank subsidiaries) have indicated that
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<PAGE>
paying dividends that deplete a bank's capital base to an inadequate level would
be an unsound and unsafe banking practice. The OCC, the FDIC and the Federal
Reserve Board have each indicated that banking organizations should generally
pay dividends only out of current operating earnings.
BORROWINGS, ETC.
There are also various legal restrictions on the extent to which each of
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.
The Federal Deposit Insurance Act, as amended (the "FDIA"), among other
things, imposes liability on an institution the deposits of which are insured by
the FDIC, such as the Corporation's subsidiary national 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 OCC 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 willing or 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.
CAPITAL ADEQUACY
The minimum guidelines 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 a limited amount of 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 September 30, 1996, the Corporation's tier 1 and total
capital ratios were 6.38 percent and 10.94 percent, respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines 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
September 30, 1996, was 5.23 percent. The guidelines 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 guidelines 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 leverage
ratio or tangible tier 1 leverage ratio applicable to it.
Each of the Corporation's subsidiary banks is subject to similar capital
requirements adopted by the OCC or the FDIC. Each of the Corporation's
subsidiary banks had a leverage ratio in excess of 5.17 percent as of September
30, 1996. Neither the OCC nor the FDIC has advised any of the Corporation's
subsidiary banks of any specific minimum leverage ratio applicable to it.
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 guidelines.
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<PAGE>
PROMPT CORRECTIVE ACTION
The FDIA, 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. The FDIA establishes five capital tiers:
"well capitalized"; "adequately capitalized"; "undercapitalized"; "significantly
undercapitalized"; and "critically undercapitalized". A depository institution's
capital tier will depend upon how its capital levels compare to various relevant
capital measures and certain other factors, as established by regulation.
Federal bank regulatory agencies have adopted regulations establishing
relevant capital measures and relevant capital levels applicable to FDIC-insured
banks. The relevant capital measures are the total capital ratio, tier 1 capital
ratio and the leverage ratio. Under the regulations, an FDIC-insured 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
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 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 September 30, 1996, all of the
Corporation's deposit-taking subsidiary banks had capital levels that qualify
them as being "well capitalized" under such regulations.
The FDIA generally prohibits an FDIC-insured 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.
DEPOSITOR PREFERENCE STATUTE
Under federal law, 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, the 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 the IBBEA and May 31,
1997. The 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
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
6
<PAGE>
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.
FDIC INSURANCE ASSESSMENTS; DIFA
The FDIC reduced the insurance premiums it charges on bank deposits insured
by the Bank Insurance Fund ("BIF") to the statutory minimum of $2,000.00 for
"well capitalized" banks, effective January 1, 1996. Premiums related to
deposits assessed by the Savings Association Insurance Fund ("SAIF"), including
savings association deposits acquired by banks, continued to be assessed at the
rate of between 23 cents and 31 cents per $100.00 of deposits. On September 30,
1996, the Deposit Insurance Funds Act of 1996 ("DIFA") was enacted and signed
into law. DIFA is expected to reduce the amount of semi-annual FDIC insurance
premiums for savings association deposits acquired by banks to the same levels
assessed for deposits insured by BIF. The Corporation currently estimates such
reductions in premiums may amount to approximately $35 million pre-tax per year.
DIFA also provides for a special one-time assessment imposed on deposits
insured by the SAIF, including such deposits held by banks, to recapitalize the
SAIF to bring the SAIF up to statutory required levels. The Corporation accrued
for the one-time assessment in the third quarter of 1996 in the amount of $86
million after tax in connection with the SAIF recapitalization.
DIFA further provides for assessments to be imposed on insured depository
institutions with respect to deposits insured by the BIF (in addition to
assessments currently imposed on depository institutions with respect to
SAIF-insured deposits) to pay for the cost of Financing Corporation funding. The
Corporation currently estimates assessments may amount to up to $14 million
after-tax in 1997 with similar assessments per year through 1999 (or earlier if
no savings associations exist prior to December 31, 1999) in connection with
such funding.
DESCRIPTION OF THE CORPORATION'S CAPITAL STOCK
THE DESCRIPTIVE INFORMATION BELOW OUTLINES CERTAIN PROVISIONS OF THE
ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES"), AND BYLAWS OF THE
CORPORATION AND THE NORTH CAROLINA BUSINESS CORPORATION ACT ("NCBCA"). THE
INFORMATION DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ALL RESPECTS BY
REFERENCE TO THE PROVISIONS OF THE CORPORATION'S ARTICLES AND BYLAWS AND THE
NCBCA.
AUTHORIZED CAPITAL
The authorized capital stock of the Corporation consists of 750,000,000
shares of Common Stock, 10,000,000 shares of Preferred Stock, no-par value per
share ("Preferred Stock"), and 40,000,000 shares of Class A Preferred Stock,
no-par value per share ("Class A Preferred Stock"). As of September 30, 1996,
there were 270,507,508 shares of Common Stock, 1,910,946 shares of Series B
Convertible Class A Preferred Stock ("Series B Preferred Stock"), and no shares
of Preferred Stock issued and outstanding. The Preferred Stock and Class A
Preferred Stock are each issuable in one or more series and, with respect to any
series, the Board of Directors of the Corporation, subject to certain
limitations, is authorized to fix the numbers of shares, dividend rates,
liquidation prices, liquidation rights of holders, redemption, conversion and
voting rights and other terms of the series. Shares of Class A Preferred Stock
and Preferred Stock that are redeemed, repurchased or otherwise acquired by the
Corporation have the status of authorized, unissued and undesignated shares of
Class A Preferred Stock and Preferred Stock, respectively, and may be reissued.
The Series B Preferred Stock was redeemed on November 15, 1996, at a redemption
price of $25.00 per share plus accrued and unpaid dividends thereon.
COMMON STOCK
Subject to the prior rights of the holders of any Preferred Stock and any
Class A Preferred Stock then outstanding, holders of Common Stock are entitled
to receive such dividends as may be declared by the Board of Directors out of
funds legally available therefor and, in the event of liquidation or
dissolution, to receive the net assets of the Corporation remaining after
payment of all liabilities and after payment to holders of all shares of
Preferred Stock and Class A Preferred Stock of the full preferential amounts to
which such holders are respectively entitled, in proportion to their respective
holdings.
See "THE CORPORATION -- Certain Regulatory Considerations" for information
relating to certain regulatory restrictions on the payment of dividends by
banks, including the Corporation's subsidiary banks.
Subject to the rights of the holders of any Preferred Stock and any Class A
Preferred Stock then outstanding, all voting rights are vested in the holders of
the shares of Common Stock, each share being entitled to one vote on all matters
requiring
7
<PAGE>
stockholder action and in the election of directors. Holders of Common Stock
have no preemptive, subscription or conversion rights. All of the outstanding
shares of Common Stock, including the Shares, are fully paid and nonassessable.
FUNB-NC is the Transfer Agent, Registrar and Dividend Disbursement Agent
for the Common Stock, including the Shares.
PREFERRED STOCK
All shares of each series of Preferred Stock must be of equal rank and have
the same powers, preferences and rights and are subject to the same
qualifications, limitations and restrictions, except with respect to dividend
rates, redemption prices, liquidation amounts, terms of conversion or exchange
and voting rights.
CLASS A PREFERRED STOCK
Shares of Class A Preferred Stock rank prior or superior to Common Stock
and on a parity with or junior to (but not prior or superior to) Preferred Stock
or any series thereof, in respect of the right to receive dividends and/or the
right to receive payments out of the net assets of the Corporation upon any
involuntary or voluntary liquidation, dissolution or winding up of the
Corporation. Subject to the foregoing and the terms of any particular series of
Class A Preferred Stock, series of Class A Preferred Stock may vary as to
priority.
RIGHTS PLAN
Each outstanding share of Common Stock currently has attached to it one
right (a "Right") issued pursuant to an Amended and Restated Shareholder
Protection Rights Agreement (the "Rights Agreement"). Each Right entitles its
registered holder to purchase one one-hundredth of a share of a junior
participating series of Class A Preferred Stock designed to have economic and
voting terms similar to those of one share of Common Stock, for $210.00, subject
to adjustment (the "Rights Exercise Price"), but only after the earlier to occur
of: (i) the tenth business day (subject to extension) after any person (an
"Acquiring Person") (x) commences a tender or exchange offer, which, if
consummated, would result in a person becoming the beneficial owner of 15
percent or more of the outstanding shares of Common Stock, or (y) is determined
by the Federal Reserve Board to "control" the Corporation within the meaning of
the BHCA (see " -- Other Provisions" below), subject to certain exceptions; and
(ii) the tenth business day after the first date (the "Flip-in Date") of a
public announcement by the Corporation that a person has become an Acquiring
Person (in either case, the "Separation Time"). The Rights will not trade
separately from the shares of Common Stock unless and until the Separation Time
occurs.
The Rights Agreement provides that a person will not become an Acquiring
Person under the BHCA control test described above if either (i) the Federal
Reserve Board's control determination would not have been made but for such
person's failure to make certain customary passivity commitments, or such
person's violation of such commitments made, to the Federal Reserve Board, so
long as the Federal Reserve Board determines that such person no longer controls
the Corporation within 30 days (or 60 days in certain circumstances), or (ii)
the Federal Reserve Board's control determination was not based on such a
failure or violation and such person (x) obtains a noncontrol determination
within three years, and (y) is using its best efforts to allow the Corporation
to make any acquisition or engage in any legally permissible activity
notwithstanding such person's being deemed to control the Corporation for
purposes of the BHCA.
The Rights will not be exercisable until the business day following the
Separation Time. The Rights will expire on the earliest of: (i) the Exchange
Time (as defined below); (ii) the close of business on December 28, 2000; and
(iii) the date on which the Rights are redeemed or terminated as described below
(in any such case, the "Expiration Time"). The Rights Exercise Price and the
number of Rights outstanding, or in certain circumstances the securities
purchasable upon exercise of the Rights, are subject to adjustment upon the
occurrence of certain events.
In the event that prior to the Expiration Time a Flip-in Date occurs, the
Corporation will take such action as shall be necessary to ensure and provide
that each Right (other than Rights beneficially owned by an Acquiring Person or
any affiliate, associate or transferee thereof, which Rights shall become void)
shall constitute the right to purchase, from the Corporation, shares of Common
Stock having an aggregate market price equal to twice the Rights Exercise Price
for an amount in cash equal to the then current Rights Exercise Price. In
addition, the Board of Directors of the Corporation may, at its option, at any
time after a Flip-in Date, elect to exchange all of the then outstanding Rights
for shares of Common Stock, at an exchange ratio of two shares of Common Stock
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the Separation Time (the "Rights Exchange
Rate"). Immediately upon such action by the Board of Directors (the "Exchange
Time"), the right to exercise the Rights will terminate and each Right will
thereafter
8
<PAGE>
represent only the right to receive a number of shares of Common Stock equal to
the Rights Exchange Rate. If the Corporation becomes obligated to issue shares
of Common Stock upon exercise of or in exchange for Rights, the Corporation, at
its option, may substitute therefor shares of junior participating Class A
Preferred Stock upon exercise of each Right at a rate of two one-hundredths of a
share of junior participating Class A Preferred Stock upon the exchange of each
Right.
The Rights may be canceled and terminated without any payment to holders
thereof at any time prior to the date that they become exercisable, and are
redeemable by the Corporation at $0.01 per Right, subject to adjustment upon the
occurrence of certain events, at any date between the date on which they become
exercisable and the Flip-in Date. The Rights have no voting rights, and they are
not entitled to dividends.
The Rights will not prevent a takeover of the Corporation. The Rights,
however, may cause substantial dilution to a person or group that acquires 15
percent or more of Common Stock unless the Rights are first redeemed or
terminated by the Board of Directors of the Corporation. Nevertheless, the
Rights should not interfere with a transaction that is in the best interests of
the Corporation and its stockholders because the Rights can be redeemed or
terminated, as hereinabove described, before the consummation of such
transaction.
The complete terms of the Rights are set forth in the Rights Agreement. The
Rights Agreement is incorporated by reference as an exhibit to the Registration
Statement, and the foregoing description is qualified in its entirety by
reference thereto. A copy of the Rights Agreement can be obtained upon written
request to the Rights Agent, First Union National Bank of North Carolina, Two
First Union Center, Charlotte, North Carolina 28288-1154.
OTHER PROVISIONS
The Articles and Bylaws of the Corporation contain a number of provisions
which may be deemed to have the effect of discouraging or delaying attempts to
gain control of the Corporation, including provisions in the Articles: (i)
classifying the Board of Directors into three classes with each class to serve
for three years, with one class being elected annually; (ii) authorizing the
Board of Directors to fix the size of the Board of Directors between nine and 30
directors; (iii) authorizing directors to fill vacancies on the Board of
Directors that occur between annual meetings, except that vacancies resulting
from a removal of a director by a stockholder vote may only be filled by a
stockholder vote; (iv) providing that directors may be removed only for cause
and only by affirmative vote of the majority of shares entitled to be voted in
the election of directors, voting as a single class; (v) authorizing only the
Board of Directors, the Chairman of the Board or the President to call a special
meeting of stockholders (except for special meetings called under specified
circumstances for holders of classes or series of stock ranking superior to the
Common Stock); and (vi) requiring an 80 percent vote of stockholders entitled to
vote in the election of directors, voting as a single class, to alter any of the
foregoing provisions.
The Bylaws include provisions setting forth specific conditions under
which: (i) business may be transacted at an annual meeting of stockholders; and
(ii) persons may be nominated for election as directors of the Corporation at an
annual meeting of stockholders.
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless the Federal Reserve Board
has been given 60 days' prior written notice of such proposed acquisition and
within that time period the Federal Reserve Board has not issued a notice
disapproving the proposed acquisition or extending for up to another 30 days the
period during which such a disapproval may be issued, or unless the acquisition
is subject to Federal Reserve Board approval under the BHCA. An acquisition may
be made prior to the expiration of the disapproval period if the Federal Reserve
Board issues written notice of its intent not to disapprove the action. Under a
rebuttable presumption established by the Federal Reserve Board, the acquisition
of more than ten percent of a class of voting stock of a bank holding company
with a class of securities registered under Section 12 of the Exchange Act, such
as the Corporation, would, under the circumstances set forth in the presumption,
constitute the acquisition of control.
In addition, any "company" would be required to obtain the approval of the
Federal Reserve Board under the BHCA before acquiring 25 percent (five percent
in the case of an acquiror that is a bank holding company) or more of the
outstanding shares of the Corporation's Common Stock, or otherwise obtaining
"control" over the Corporation. Under the BHCA, "control" generally means (i)
the ownership or control of 25 percent or more of any class of voting securities
of the bank holding company, (ii) the ability to elect a majority of the bank
holding company's directors, or (iii) the ability otherwise to exercise a
controlling influence over the management and policies of the bank holding
company.
Two North Carolina "anti-takeover" statutes adopted in 1987, The North
Carolina Shareholder Protection Act and The North Carolina Control Share
Acquisition Act, allowed North Carolina corporations to elect to either be
covered or not be covered by such statutes. The Corporation elected not to be
covered by such statutes.
9
<PAGE>
In addition to the foregoing, in certain instances the issuance of
authorized but unissued shares of Common Stock, Class A Preferred Stock or
Preferred Stock may have an anti-takeover effect.
The existence of the foregoing provisions could result in the (i)
Corporation being less attractive to a potential acquiror, and (ii)
Corporation's stockholders receiving less for their shares of Common Stock than
otherwise might be available in the event of a take-over attempt.
SELLING STOCKHOLDERS
Set forth below is certain information relating to the Selling Stockholders
and the Shares:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF NUMBER OF NUMBER OF
OF SELLING STOCKHOLDERS SHARES BENEFICIALLY SHARES BEING SHARES BENEFICIALLY OWNED
(1) OWNED PRIOR TO OFFERING REGISTERED FOR SALE IF ALL REGISTERED SHARES ARE SOLD
<S> <C> <C> <C>
Albert B. Elliott, Jr. 21,806 21,806 0
Ronald S. Clark 19,546 19,546 0
William A. Crawford, III 17,720 17,720 0
John R. Haase 3,017 3,017 0
</TABLE>
(1) The address for each of the Selling Stockholders is Taylor & Clark Insurance
Services, Incorporated, 10201 Main Street, Fairfax, VA 22030.
The Shares were acquired by the Selling Stockholders in connection with the
acquisition by the Corporation of T&C on October 1, 1996. The Registration
Statement of which this Prospectus is a part has been filed by the Corporation
at the request of the Selling Stockholders pursuant to registration rights
granted to the Selling Stockholders under the Stock Purchase Agreement, dated as
of August 7, 1996, relating to the T&C acquisition. Each of the Selling
Stockholders has entered into an employment agreement with T&C with an initial
term ending December 31, 1999. The Selling Stockholders were the former owners
of T&C.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Corporation that they propose to
offer the Shares for sale, from time to time, through brokers in brokerage
transactions on the NYSE, to underwriters or dealers in negotiated transactions
or in a combination of such methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Brokers, dealers and
underwriters that participate in the distribution of the Shares may be deemed to
be underwriters under the Securities Act, and any discounts or commissions
received by them from the Selling Stockholders and any profit on the resale of
Shares by them may be deemed to be underwriting discounts and commissions under
the Securities Act. The Selling Stockholders may be deemed to be underwriters
under the Securities Act. The Corporation is not aware of any arrangements or
contracts that the Selling Stockholders have entered into to effect any such
transactions in the Shares, nor is the Corporation aware of which brokerage
firms the Selling Stockholders may select to effect brokerage transactions.
The Corporation will not receive any part of the proceeds from the sale of
the Shares. The Selling Stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Stockholders' counsel, and the Corporation will bear all other
expenses in connection with the offering and sale of the Shares, including
filing fees, legal and accounting fees and expenses, printing costs, and other
expenses arising out of the preparation and filing of the Registration Statement
and this Prospectus. The Corporation has agreed to indemnify the Selling
Stockholders against certain liabilities, including certain liabilities under
the Securities Act, in connection with the registration and the offering and
sale of the Shares.
10
<PAGE>
VALIDITY OF THE SHARES
The validity of the Shares being offered hereby is being passed upon for
the Corporation by Marion A. Cowell, Jr., Esq., Executive Vice President,
Secretary and General Counsel of the Corporation. Mr. Cowell is also a
stockholder of the Corporation and holds options to purchase additional shares
of Common Stock.
EXPERTS
The consolidated balance sheets of the Corporation as of December 31, 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, included in the Corporation's 1995 Supplemental
Annual Report to Stockholders which is incorporated by reference in the
Corporation's 1995 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.
11
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION, BY THE SELLING STOCKHOLDERS OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information............................... 2
Incorporation of Certain Documents by
Reference......................................... 2
The Corporation..................................... 3
Description of the Corporation's Capital Stock...... 7
Selling Stockholders................................ 10
Plan of Distribution................................ 10
Validity of the Shares.............................. 11
Experts............................................. 11
</TABLE>
62,089 SHARES
FIRST UNION CORPORATION
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
--------------------
[First Union logo
appears here]
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemization of all estimated expenses in
connection with the issuance and distribution of the securities being
registered, none of which are payable by the Selling Stockholders:
<TABLE>
<S> <C>
Registration Statement filing fee...................................................................... $ 1,383
Legal fees and expenses................................................................................ 5,000
Accounting fees and expenses........................................................................... 5,000
Printing costs......................................................................................... 10,000
Miscellaneous.......................................................................................... 2,000
Total.................................................................................................. $23,383
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the NCBCA 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 against reasonable expenses 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 or liable on the basis of
receiving a personal benefit, 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 provide 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.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
</TABLE>
<TABLE>
<S> <C>
(3)(i) Articles of Incorporation of the Corporation, as amended. (Incorporated by reference to Exhibit (4) to the
Corporation's 1990 First Quarter Report on Form 10-Q, 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)(ii) By-laws 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) Amended and Restated Shareholder Protection Rights Agreement. (Incorporated by reference to Exhibit (4) to the
Corporation's Current Report on Form 8-K dated October 16, 1996.)
(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).)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(24) Power of Attorney.
(27) The Corporation's Financial Data Schedule. (Incorporated by reference to Exhibit (27) to the Corporation's 1996
Third Quarter Report on Form 10-Q).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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, and together with the rules and
regulations thereunder, the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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, and together with the rules and
regulations thereunder, the "Securities Exchange Act") that are incorporated by
reference in this 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 herein, 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) The 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 Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities 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.
(c) 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 (other than
pursuant to insurance), the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and may therefore, be 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 and other than insurance payments) 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-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
10, 1996.
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>
EDWARD E. CRUTCHFIELD* Chairman and Chief Executive Officer and Director
EDWARD E. CRUTCHFIELD
ROBERT T. ATWOOD* Executive Vice President and Chief Financial Officer
ROBERT T. ATWOOD
JAMES H. HATCH* Senior Vice President and Corporate Controller (Principal Accounting
Officer)
JAMES H. HATCH
EDWARD E. BARR* Director
EDWARD E. BARR
G. ALEX BERNHARDT* Director
G. ALEX BERNHARDT
W. WALDO BRADLEY* Director
W. WALDO BRADLEY
ROBERT J. BROWN* Director
ROBERT J. BROWN
ROBERT D. DAVIS Director
R. STUART DICKSON* Director
R. STUART DICKSON
B. F. DOLAN* Director
B. F. DOLAN
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
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
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
HENRY D. PERRY, JR.* Director
HENRY D. PERRY, JR.
RANDOLPH N. REYNOLDS* Director
RANDOLPH N. REYNOLDS
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
RUTH G. SHAW* Director
RUTH G. SHAW
CHARLES M. SHELTON, SR.* Director
CHARLES M. SHELTON, SR.
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
B. J. WALKER* Director
B. J. WALKER
</TABLE>
*By Marion A. Cowell, Jr., Attorney-in-Fact
MARION A. COWELL, JR.
MARION A. COWELL, JR.
Dated: December 10, 1996
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
<S> <C> <C>
(3)(i) Articles of Incorporation of the Corporation, as Incorporated by reference to Exhibit (4) to the
amended. 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)(ii) By-laws 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) Amended and Restated Shareholder Protection Rights Incorporated by reference to Exhibit (4) to the
Agreement. Corporation's Current Report on Form 8-K dated October
16, 1996.
(4)(b) All instruments defining the rights of holders of Not filed pursuant to (4)(iii) of Item 601(b) of
long-term debt of the Corporation and its subsidiaries. Regulation S-K; to be furnished upon request of the
Commission.
(5) Opinion of Marion A. Cowell, Jr., Esq. Filed herewith.
(23)(a) Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) Consent of Marion A. Cowell, Jr., Esq. Included in Exhibit (5).
(24) Power of Attorney. Filed herewith.
(27) The Corporation's Financial Data Schedule. Incorporated by reference to Exhibit (27) to the
Corporation's 1996 Third Quarter Report on Form 10-Q.
</TABLE>
<PAGE>
EXHIBIT (5)
<TABLE>
<S> <C> <C> <C>
FIRST UNION CORPORATION One First Union Center (0013) 225 Water Street (0585)
LEGAL DIVISION Charlotte, North Carolina 28288 Jacksonville, Florida 32202
(First MARION A. COWELL, JR. 704 374-6828 904 361-3518
Union Executive Vice President Fax: 704 374-3425 FAX: 904 361-3144
Logo Goes General Counsel and
Here) Secretary
Reply to Charlotte Office
</TABLE>
December 10, 1996
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation") in
connection with the registration on Form S-3 (the "Registration Statement") of
62,089 shares of the Corporation's Common Stock, $3.33 1/3 par value per share
(together with the rights attached thereto, the "First Union Common Shares"),
which were acquired by the former stockholders of Taylor & Clark Insurance
Services, Incorporated ("T&C") in connection with the acquisition by the
Corporation of T&C on October 1, 1996.
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 First Union Common Shares have been duly authorized and are validly
issued, fully paid and nonassessable.
I hereby consent to the use of my name under the heading "Validity of the
Shares" in the Prospectus included in the Registration Statement and to the
filing of this opinion as an Exhibit to the Registration Statement. In giving
this consent, I do not hereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MARION A. COWELL, JR.
<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-3 of First Union Corporation of 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 Supplemental Annual Report to Stockholders which is incorporated by
reference in the 1995 Form 10-K of First Union Corporation. The report refers to
a change in the method of accounting for investments.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
December 10, 1996
<PAGE>
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, one or more Registration Statements 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 to be issued to the stockholders of Taylor & Clark Insurance Services,
Incorporated ("T&C") in connection with the acquisition of T&C by a subsidiary
the Corporation, and to sign any and all amendments to such Registration
Statements.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
EDWARD E. CRUTCHFIELD Chairman and Chief Executive Officer and Director
EDWARD E. CRUTCHFIELD
ROBERT T. ATWOOD Executive Vice President and Chief Financial Officer
ROBERT T. ATWOOD
JAMES H. HATCH Senior Vice President and Corporate Controller (Principal Accounting
Officer)
JAMES H. HATCH
EDWARD E. BARR Director
EDWARD E. BARR
G. ALEX BERNHARDT Director
G. ALEX BERNHARDT
W. WALDO BRADLEY Director
W. WALDO BRADLEY
ROBERT J. BROWN Director
ROBERT J. BROWN
ROBERT D. DAVIS Director
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.
</TABLE>
<PAGE>
SIGNATURE CAPACITY
BRENTON S. HALSEY Director
BRENTON S. HALSEY
HOWARD H. HAWORTH Director
HOWARD H. HAWORTH
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
HENRY D. PERRY, JR. Director
HENRY D. PERRY, JR.
RANDOLPH N. REYNOLDS Director
RANDOLPH N. REYNOLDS
RUTH G. SHAW Director
RUTH G. SHAW
CHARLES M. SHELTON, SR. Director
CHARLES M. SHELTON, SR.
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
<PAGE>
SIGNATURE CAPACITY
B. J. WALKER Director
B. J. WALKER
Dated: August 20, 1996
Charlotte, North Carolina
