As filed with the Securities and Exchange Commission on February 6, 1998.
Registration No. 333-36839
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
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FIRST UNION CORPORATION
North Carolina 56-0898180
(State of incorporation) (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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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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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.
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.
Pursuant to Rule 429 under the Securities Act, this Post-Effective
Amendment No. 2 to Registration Statement on Form S-4 contains a combined
propspectus that also relates to Registration Statement No. 33-65501 on Form S-8
previously filed by the Registrant and declared effective on December 29, 1995.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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, 1996;
(2) the Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(3) the Corporation's Current Reports on Form 8-K dated January 13,
1997, July 21, 1997, August 20, 1997, November 18, 1997, November
28, 1997, December 2, 1997, and January 22, 1998; and
(4) the information set forth under "Description of FUNC Capital
Stock" in the Prospectus/Proxy Statement dated October 14, 1997,
filed with the Securities and Exchange Commission relating to the
Corporation's Registration Statement No. 333-36839.
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 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.
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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.
Item 8. Exhibits.
Exhibit No. Description
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(2) -Agreement and Plan of Mergers, dated as of July 18, 1997, by and
among the Corporation, First Union National Bank, Signet Banking
Corporation, and Signet Bank (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.*
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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");
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(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 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
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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. 2 on Form S-8 to Registration Statement No. 333-
36839 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 February 6,
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. 2 on Form S-8 to Registration Statement No.
333-36839 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 Executive Officer and Director
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Edward E. Crutchfield
Robert T. Atwood * Executive Vice President and Chief Financial Officer
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Robert T. Atwood
James H. Hatch* Senior Vice President and Corporate Controller
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James H. Hatch (Principal Accounting Officer)
Edward E. Barr* Director
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Edward E. Barr
G. Alex Bernhardt* Director
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G. Alex Bernhardt
W. Waldo Bradley* Director
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W. Waldo Bradley
Robert J. Brown* Director
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Robert J. Brown
A. Dano Davis* Director
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A. Dano Davis
R. Stuart Dickson* Director
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R. Stuart Dickson
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B.F. Dolan* Director
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B.F. Dolan
Roddey Dowd, Sr.* Director
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Roddey Dowd, Sr.
John R. Georgius* Director
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John R. Georgius
Director
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Arthur M. Goldberg
William H. Goodwin, Jr.* Director
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William H. Goodwin, Jr.
Howard H. Haworth* Director
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Howard H. Haworth
Frank M. Henry* Director
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Frank M. Henry
Leonard G. Herring* Director
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Leonard G. Herring
Director
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Jack A. Laughery
Max Lennon* Director
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Max Lennon
Radford D. Lovett* Director
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Radford D. Lovett
Mackey J. McDonald* Director
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Mackey J. McDonald
Director
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Malcolm S. McDonald
Joseph Neubauer* Director
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Joseph Neubauer
Randolph N. Reynolds* Director
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Randolph N. Reynolds
Ruth G. Shaw* Director
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Ruth G. Shaw
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Charles M. Shelton* Director
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Charles M. Shelton
Lanty L. Smith* Director
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Lanty L. Smith
Anthony P. Terracciano* Director
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Anthony P. Terracciano
Dewey L. Trogdon* Director
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Dewey L. Trogdon
Director
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John D. Uible
B.J. Walker* Director
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B.J. Walker
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
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Kent S. Hathaway
</TABLE>
Date: February 6, 1998
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the undersigned has duly caused this Post-Effective Amendment No. 2 to
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, North
Carolina, on February 6, 1998.
FIRST UNION CORPORATION SAVINGS PLAN
By: /s/ Ben Jolley
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Name: Ben Jolley
Title: Vice President
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EXHIBIT INDEX
Number Description Location
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(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
rights of holders of long- Not filed pursuant to (4)
term debt of the Corporation (iii) of Item 601(b) of
and its subsidiaries. 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 Exhibit (5).
Esq.
(24) -Power of Attorney. *
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*Previously filed.
<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. 2 on Form S-8 to Registration Statement on Form S-4 No. 333-36839
of First Union Corporation of our report dated January 16, 1997, relating to the
consolidated balance sheets of First Union Corporation and subsidiaries as of
December 31, 1996 and 1995, 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, 1996, which report appears in the 1996
Annual Report to Stockholders which is incorporated by reference in the 1996
Form 10- K of First Union Corporation.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
February 5, 1998
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