As filed with the Securities and Exchange Commission on June 30, 1998.
Registration No. 333-53549
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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)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
1991 Stock Option Plan of The Money Store Inc.
1995 Stock Incentive Plan of The Money Store Inc.
1997 Stock Incentive Plan of The Money Store Inc.
(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 Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(3) the Corporation's Current Reports on Form 8-K dated January 22,
1998, April 15, 1998, April 23, 1998, May 7, 1998, May 26, 1998
and June 8, 1998; and
(4) the information set forth under "Description of FUNC Capital
Stock" in the Proxy Statement/Prospectus dated May 27, 1998, filed
with the Securities and Exchange Commission relating to the
Corporation's Registration Statement No. 333-53549.
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
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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.
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Item 8. Exhibits.
Exhibit No. Description
(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.*
(27) -The Corporation's Financial Data Schedules. (Incorporated by
reference to Exhibits (27)(a), (27)(b) and (27)(c) to the
Corporation's Current Report on Form 8-K dated May 26, 1998.)
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*Previously filed.
Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(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
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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 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.
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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.
333-53549 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 June 30,
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.
333-53549 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)
--------------- 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, Jr.
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 H. Goodwin, Jr.* Director
------------------------
William H. Goodwin, Jr.
Frank M. Henry* Director
---------------
Frank M. Henry
--------------- Director
Ernest E. Jones
------------------ Director
Terrence A. Larsen
--------------- Director
Herbert Lotman
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Radford D. Lovett* Director
------------------
Radford D. Lovett
Mackey J. McDonald* Director
-------------------
Mackey J. McDonald
Malcolm S. McDonald* Director
--------------------
Malcolm S. McDonald
------------------ Director
Patricia A. McFate
Joseph Neubauer* Director
----------------
Joseph Neubauer
Randolph N. Reynolds* Director
---------------------
Randolph N. Reynolds
----------------- Director
James M. Seabrook
Ruth G. Shaw* Director
-------------
Ruth G. Shaw
Charles M. Shelton* Director
-------------------
Charles M. Shelton
Lanty L. Smith* Director
---------------
Lanty L. Smith
---------------- Director
Raymond W. Smith
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
- --------------------
Kent S. Hathaway
Date: June 30, 1998
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EXHIBIT INDEX
Number Description Location
- ------ ----------- --------
(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. *
(27) -The Corporation's Financial Incorporated by
Data Schedules. reference to
Exhibits (27)(a),
(27)(b) and
(27)(c) to the
Corporation's
Current Report on
Form 8-K dated
May 26, 1998.
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*Previously filed.
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. 333-53549
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
Corporation's 1997 Annual Report on Form 10-K which is incorporated by reference
in this registration statement, and to the incorporation of our report dated May
15, 1998, relating to the supplemental consolidated balance sheets of First
Union Corporation and subsidiaries as of December 31, 1997 and 1996, and the
related supplemental 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 Corporation's Current Report on
Form 8-K dated May 26, 1998, which is incorporated by reference in this
registration statement.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
June 30, 1998
