SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 28, 1998
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First Union Corporation
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(Exact name of Registrant as specified in its charter)
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<S> <C>
North Carolina 1-10000 56-0898180
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (704)374-6565
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On April 28, 1998, pursuant to the terms and conditions of the
Agreement and Plan of Mergers, dated as of November 18, 1997 (the "Merger
Agreement"), between First Union Corporation (the "Corporation") and CoreStates
Financial Corp ("CoreStates"), the Corporation acquired CoreStates by means of a
merger of CoreStates with and into the Corporation (the "Merger"). CoreStates
was a Philadelphia-based bank holding company with banking offices in
Pennsylvania, New Jersey and Delaware. As of March 31, 1998, CoreStates had
assets of $48 billion, net loans of $35 billion, deposits of $35 billion,
stockholders' equity of $3 billion and net income of $203 million for the three
months ended March 31, 1998. Certain summary pro forma financial information
with respect to the Corporation and CoreStates as of and for the three months
ended March 31, 1998 is set forth in the Corporation's Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on April 15, 1998.
Pursuant to the terms of the Merger Agreement, each outstanding share
of CoreStates common stock was converted into 1.62 shares of the Corporation's
common stock, with cash being paid for fractional share interests. The
Corporation issued approximately 331 million shares of its common stock in the
Merger. In addition, Terrence A. Larsen, CoreStates' former Chairman and Chief
Executive Officer, will become a Vice Chairman of the Corporation, and six
former directors of CoreStates will become directors of the Corporation,
including Mr. Larsen.
The Joint Proxy Statement/Prospectus, dated January 9, 1998, included
in the Corporation's Registration Statement on Form S-4 (Registration No.
333-44015), sets forth certain additional information regarding the Merger, the
Corporation and CoreStates, including, without limitation, certain information
with respect to the assets involved in the Merger, the nature of certain
relationships between CoreStates and the Corporation and certain officers and
directors of the Corporation, the nature of CoreStates' business and the
Corporation's intended use of the assets acquired in the Merger.
The Merger will be accounted for as a pooling of interests under
generally accepted accounting principles, as a result of which the Corporation's
historical financial statements will be restated as a result of the Merger. Such
restated financial statements are expected to be filed with the Commission on a
Form 8-K in the near future.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The historical financial statements of CoreStates, including
the notes thereto and certain related independent auditors'
reports, required by Item 7(a) of Form 8-K (the "CoreStates
Historical Financial Statements") are incorporated herein by
reference to Exhibits 99(a), 99(b) and 99(c) of the
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (the "Form 10-K").
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(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b) of
Form 8-K (the "Pro Forma Financial Statements") are
incorporated herein by reference to pages P-1 through
P-5 of the Corporation's 1997 Annual Report, which pages are
incorporated by reference in the Form 10-K.
(c) Exhibits.
(2) The Merger Agreement. (Incorporated by reference to
Exhibit (2) of the Corporation's Current Report on
Form 8-K dated November 28, 1997).
(99)(a) The CoreStates Historical Financial Statements.
(Incorporated by reference to Exhibits 99(a), 99(b)
and 99(c) of the Form 10-K).
(99)(b) The Pro Forma Financial Statements. (Incorporated by
reference to pages P-1 through P-5 of the
Corporation's 1997 Annual Report, which pages are
incorporated by reference in the Form 10-K).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: May 7, 1998 By: /s/ Kent S. Hathaway
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Name: Kent S. Hathaway
Title: Senior Vice President
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Exhibit Index
Exhibit No. Description
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(2) The Merger Agreement. (Incorporated by reference to
Exhibit (2) of the Corporation's Current Report on Form
8-K dated November 28, 1997).
(99)(a) The CoreStates Historical Financial Statements.
(Incorporated by reference to Exhibits 99(a), 99(b) and
99(c) of the Form 10-K).
(99)(b) The Pro Forma Financial Statements. (Incorporated by
reference to pages P-1 through P-5 of the Corporation's
1997 Annual Report, which pages are incorporated by
reference in the Form 10-K).
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