As filed with the Securities and Exchange Commission on September 6, 1996.
Registration No. 33-65501
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
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)
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First Union Corporation Savings Plan
(Full title of the plan)
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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 and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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)
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Common Stock (including 2,000,000 shs. $63.1875 $126,375,000 $43,578
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
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</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933 (the
"Securities Act"), the registration fee is being computed based upon $63.1875,
the average of the high and low prices reported on the New York Stock Exchange
Composite Transations Tape on September 3, 1996. The filing fee is to be paid by
debiting the account of Center Financial Corporation (CIK number 0000948463; CCC
t*asw5kg; account balance $68,609) which was previously paid in connection with
the filing of preliminary proxy materials in connection with the proposed
acquisition of Center Financial Corporation by First Union Corporation. In
addition, pursuant to Rule 416(c) of the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the First Union Corporation Savings Plan.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-65501 on Form S-8 are incorporated by reference in
this Post-Effective Amendment No.1 to Registration Statement No. 33-65501 on
Form S-8.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under
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 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) 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) 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 Exhibit (99) to the Corporation's
Current Reports on Form 8-K dated June 20, 1995
and June 21, 1995.)
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(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.*
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*Previously Filed.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-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 September 6,
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)
Director
Edward E. Barr
G. Alex Bernhardt* Director
G. Alex Bernhardt
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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
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
FULNC:29752-1
5
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Director
Frank M. Henry
Leonard G. Herring * Director
Leonard G. Herring
Director
Juan Rodriguez Inciarte
Jack A. Laughery * Director
Jack A. Laughery
Max Lennon * Director
Max Lennon
Radford D. Lovett * Director
Radford D. Lovett
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
Director
Charles M. Shelton, Sr.
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<PAGE>
Lanty L. Smith * Director
Lanty L. Smith
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: September 6, 1996
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the undersigned has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte,
North Carolina, on September 6, 1996.
FIRST UNION CORPORATION SAVINGS PLAN
By: /s/ Ben Jolley
Name: Ben Jolley
Title: Vice President
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Number Description Location
(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) -By-laws 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 Exhibit (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 Filed herewith.
LLP.
(23)(b) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Previously Filed.
</TABLE>
8
Exhibit (5)
September 6, 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 2,000,000 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 Plan (collectively, the "Shares"),
that are issuable under the First Union Corporation Savings 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
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
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<PAGE>
this consent, I do not thereby admit that I come within the 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.
10
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 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
September 6, 1996
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