As filed with the Securities and Exchange Commission on December 11, 1996.
Registration No. 333-14469
- --------------------------------------------------------------------------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
Keystone Investments, Inc. 1994 Stock Option Plan
(Full title of the plans)
Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6828
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment covers shares of the Registrant's $3.33
1/3 par value common stock which were included in the shares of such common
stock originally registered on the Form S-4 to which this is an amendment. The
registration fee in respect to such common stock was paid at the time of the
original filing of the Registration Statement relating to such common stock.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(1) the Annual Report of First Union Corporation (the
"Corporation") on Form 10-K for the year ended December
31, 1995;
(2) the Corporation's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1996, June 30, 1996 and September 30,
1996;
(3) 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; and
(4) the information set forth under "Description of FUNC Capital
Stock" in the Information Statement/Prospectus dated November
1, 1996, filed with the Securities and Exchange Commission
relating to the Corporation's Registration Statement No.
333-14469.
In addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statute
provides that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited by the articles of
2
<PAGE>
incorporation, and (ii) a corporation may indemnify a director or officer if he
is not wholly successful in such defense, if it is determined as provided in the
statute that the director or officer meets a certain standard of conduct,
provided when a director or officer is liable, the corporation may not indemnify
him. The statute also permits a director or officer of a corporation who is a
party to a proceeding to apply to the courts for indemnification, unless the
articles of incorporation provide otherwise, and the court may order
indemnification under certain circumstances set forth in the statute. The
statute further provides that a corporation may in its articles of incorporation
or bylaws or by contract or resolution provide indemnification in addition to
that provided by the statute, subject to certain conditions set forth in the
statute.
The Corporation's Bylaws provide for the indemnification of the
Corporation's directors and executive officers by the Corporation against
liability arising out of his status as such, excluding any liability relating to
activities which were at the time taken known or believed by such person to be
clearly in conflict with the best interests of the Corporation.
The Corporation's Articles of Incorporation provide for the elimination
of the personal liability of each director of the Corporation to the fullest
extent permitted by the provisions of the North Carolina Business Corporation
Act, as the same may from time to time be in effect.
The Corporation maintains directors and officers liability insurance,
which provides coverage of up to $80,000,000, subject to certain deductible
amounts. In general, the policy insures (i) the Corporation's directors and
officers against loss by reason of any of their wrongful acts, and/or (ii) the
Corporation against loss arising from claims against the directors and officers
by reason of their wrongful acts, all subject to the terms and conditions
contained in the policy.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
(2) -Agreement and Plan of Acquisition and Merger,
dated as of September 6, 1996, by and among the
Corporation, First Union National Bank of North
Carolina, First Union Keystone, Inc. and Keystone
Investments, Inc. (the "Merger Agreement").*
(3)(a) -Articles of Incorporation of the Corporation, as
amended.*
(3)(b) -Bylaws of the Corporation, as amended.*
(4)(a) -Amended and Restated Shareholder Protection
Rights Agreement.*
(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.*
- ------------------------
*Previously filed.
Item 9. Undertakings.
(A) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
4
<PAGE>
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (as
amended, the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in the volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d)
5
<PAGE>
of the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(H) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OF FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and 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
6
<PAGE>
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
7
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No.
333-14469 on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on December
11, 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, as amended, this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No.
333-14469 on Form S-4 has been signed by the following persons in the capacities
indicated and on the date indicated.
<TABLE>
<CAPTION>
<S> <C>
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
8
<PAGE>
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
Robert D. Davis
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
9
<PAGE>
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
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
10
<PAGE>
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
John D. Uible
B.J. Walker* Director
B.J. Walker
</TABLE>
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: December 11, 1996
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Number Description Location
(2) -The Merger Agreement. *
(3)(a) -Articles of Incorporation of the *
Corporation, as amended.
(3)(b) -Bylaws of the Corporation, *
as amended.
(4)(a) -Amended and Restated Shareholder *
Protection Rights Agreement.
(4)(b) -All instruments defining the Not filed
rights of holders of long- pursuant to (4)
term debt of the Corporation (iii) of Item
and its subsidiaries. 601(b) of
Regulation S-K;
to be furnished
upon request of
the Commission.
(5) -Opinion of Marion A. Cowell, *
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) -Consent of Marion A. Cowell, Jr., Included in
Esq. Exhibit (5).
(24) -Power of Attorney. *
- -----------------------
*Previously filed.
</TABLE>
<PAGE>
Exhibit 23(a)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Union Corporation
We consent to the incorporation by reference in this Post- Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 No. 333-14469
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 11, 1996
<PAGE>
