As filed with the Securities and Exchange Commission on May 8, 1998.
Registration No. 333-44015
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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)
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North Carolina 56-0898180
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
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CoreStates Financial Corp 1981 Long-Term Incentive Plan
CoreStates Financial Corp 1992 Long-Term Incentive Plan
CoreStates Financial Corp 1997 Amended and Restated Long-Term Incentive Plan
Constellation Bancorp 1992 Stock Option and Stock Appreciation Right Plan
Constellation Bancorp 1987 Stock Incentive Compensation Plan
Constellation Bancorp 1989 Stock Incentive Compensation Plan
Independence Bancorp, Inc. 1992 Employee Long Term Incentive Plan
Independence Bancorp, Inc. 1984 Incentive Stock Option Plan
Independence Bancorp, Inc. 1992 Nonemployee Director Stock Option Plan
United Counties Bancorporation 1984 Incentive Stock Option Plan
United Counties Bancorporation 1989 Incentive Stock Option Plan
Meridian Bancorp, Inc. 1993 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.
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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,
1997;
(2) the Corporation's Current Reports on Form 8-K dated January
21, 1998, April 15, 1998, April 23, 1998 and May 7, 1998; and
(3) the information set forth under "Description of FUNC Capital
Stock" in the Joint Proxy Statement/Prospectus dated January
9, 1998, filed with the Securities and Exchange Commission
relating to the Corporation's Registration Statement No.
333-44015.
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 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
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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.
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Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
(2) -Agreement and Plan of Mergers, dated as of
November 18, 1997, by and among the Corporation,
First Union National Bank, CoreStates Financial
Corp, and CoreStates Bank, N.A. (the "Merger
Agreement"), including the Stock Option Agreements
as Exhibits A and B thereto.*
(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 Ernst & Young LLP.
(23)(c) -Consent of KPMG Peat Marwick LLP.
(23)(d) -Consent of KPMG Peat Marwick LLP.
(23)(e) -Consent of Marion A. Cowell, Jr., Esq. (Included
in Exhibit (5).)
(24) -Power of Attorney.*
(27) -The Corporation's Financial Data Schedules.*
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*Previously filed.
Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
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(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) 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
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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 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.
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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.
333-44015 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 May 8,
1998.
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.
333-44015 on Form S-4 has been signed by the following persons in the capacities
indicated and on the date indicated.
Edward E. Crutchfield* Chairman and Chief
---------------------- Executive Officer and
Edward E. Crutchfield Director
Robert T. Atwood * Executive Vice President
------------------ and Chief Financial
Robert T. Atwood Officer
James H. Hatch* Senior Vice President and
--------------- Corporate Controller
James H. Hatch (Principal Accounting
Officer)
Edward E. Barr* Director
---------------
Edward E. Barr
G. Alex Bernhardt* Director
------------------
G. Alex Bernhardt
W. Waldo Bradley* Director
-----------------
W. Waldo Bradley
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Robert J. Brown* Director
----------------
Robert J. Brown
A. Dano Davis* Director
--------------
A. Dano Davis
Director
-----------------
Norwood H. Davis
R. Stuart Dickson* Director
------------------
R. Stuart Dickson
B.F. Dolan* Director
-----------
B.F. Dolan
Roddey Dowd, Sr.* Director
-----------------
Roddey Dowd, Sr.
John R. Georgius* Director
-----------------
John R. Georgius
Arthur M. Goldberg* Director
-------------------
Arthur M. Goldberg
William H. Goodwin, Jr.* Director
------------------------
William H. Goodwin, Jr.
Frank M. Henry* Director
---------------
Frank M. Henry
Radford D. Lovett* Director
------------------
Radford D. Lovett
Mackey J. McDonald* Director
-------------------
Mackey J. McDonald
Director
--------------------
Malcolm S. McDonald
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Joseph Neubauer* Director
----------------
Joseph Neubauer
Randolph N. Reynolds* Director
---------------------
Randolph N. Reynolds
Ruth G. Shaw* Director
-------------
Ruth G. Shaw
Charles M. Shelton* Director
-------------------
Charles M. Shelton
Lanty L. Smith* Director
---------------
Lanty L. Smith
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
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Kent S. Hathaway
Date: May 8, 1998
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EXHIBIT INDEX
Number Description Location
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(2) -The Merger Agreement, including
the Stock Option Agreements as
Exhibits A and B thereto. *
(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 Ernst & Young LLP. Filed herewith.
(23)(c) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(d) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(e) -Consent of Marion A. Cowell, Jr., Included in
Esq. Exhibit (5).
(24) -Power of Attorney. *
(27) -The Corporation's Financial Incorporated by
Data Schedules. reference to Exhibit
(27)(a), Exhibit
(27)(b) and Exhibit
(27)(c) to the
Corporation's
1997 Annual Report
on Form 10-K.
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*Previously filed.
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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. 333-44015
of First Union Corporation of our report dated January 21, 1998, relating to the
consolidated balance sheets of First Union Corporation and subsidiaries as of
December 31, 1997 and 1996, 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, 1997, which report appears in the 1997
Annual Report to Stockholders which is incorporated by reference in the 1997
Form 10-K of First Union Corporation.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
May 6, 1998
Exhibit (23)(b)
CONSENT OF INDEPENDENT AUDITORS
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. 333-44015
of First Union Corporation pertaining to the registration of shares of its
common stock to be issued pursuant to stock option plans maintained by
CoreStates Financial Corp of our report dated January 20, 1998, with respect to
the financial statements of CoreStates Financial Corp included in the 1997
Annual Report on Form 10-K of First Union Corporation, filed with the Securities
and Exchange Commission
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
May 6, 1998
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Exhibit (23)(c)
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. 333-44015
of First Union Corporation of our report dated January 17, 1996, except as to
Note 2, which is as of February 23, 1996, relating to the consolidated balance
sheet of Meridian Bancorp, Inc. and subsidiaries as of December 31, 1995, and
the related consolidated statements of income, changes in shareholders' equity
and cash flows for the year ended December 31, 1995, which report appears in
First Union Corporation's 1997 Annual Report on Form 10-K.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
May 6, 1998
Exhibit (23)(d)
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. 333-44015
of First Union Corporation of our report dated January 16, 1996, except as to
Note 20, which is as of February 23, 1996, relating to the consolidated balance
sheet of United Counties Bancorporation and subsidiaries as of December 31,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1995, which
report appears in First Union Corporation's 1997 Annual Report on Form 10-K.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
May 6, 1998
