AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1998
REGISTRATION NO. 333-50999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0898180
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
</TABLE>
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(704) 374-6565
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARION A. COWELL, JR., ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST UNION CORPORATION
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(704) 374-6828
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
CRAIG M. WASSERMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, and such time or times as may be determined by the Selling Stockholders
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
1,216,879 SHARES
FIRST UNION CORPORATION
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
------------------------
This Prospectus relates to 1,216,879 shares (the "Shares") of Common Stock,
$3.33 1/3 par value per share (together with the Rights (as hereinafter defined)
attached thereto, the "Common Stock"), of First Union Corporation (the
"Corporation") beneficially owned by the stockholders named herein under
"SELLING STOCKHOLDERS". One or more of the Selling Stockholders (as hereinafter
defined) have advised the Corporation that they propose to offer the Shares,
from time to time, through brokers in brokerage transactions on the New York
Stock Exchange ("NYSE"), to underwriters, dealers or others in negotiated
transactions or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Brokers,
dealers and underwriters that participate in the distribution of the Shares may
be deemed to be underwriters under the Securities Act of 1933 (as amended, and
together with the rules and regulations thereunder, the "Securities Act"), and
any discounts or commissions received by them from any Selling Stockholder and
any profit on the resale of Shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling Stockholders may
be deemed to be underwriters under the Securities Act.
The Corporation will not receive any part of the proceeds from the sale of
the Shares. The Selling Stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Stockholders' counsel, but the Corporation will bear all other
expenses in connection with the offering made hereunder. The Corporation has
agreed to indemnify the Selling Stockholders against certain liabilities,
including certain liabilities under the Securities Act, in connection with the
registration and the offering and sale of the Shares.
The Common Stock is listed on the NYSE. The closing price per share of
Common Stock on the NYSE Composite Transactions Tape on May , 1998, was
$ .
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE SHARES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
------------------------
The date of this Prospectus is May , 1998.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (as amended, and together with the rules and
regulations thereunder, the "Exchange Act"), and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Corporation can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's Regional Offices in New York (7 World Trade
Center, 13th Floor, New York, New York 10048) and Chicago (Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661) and copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of
such reports, proxy statements and other information is also available from the
Commission over the Internet at http://www.sec.gov. The Common Stock is listed
and traded on the NYSE. Reports, proxy statements and other information relating
to the Corporation can also be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3, of which this Prospectus is a part, and the
exhibits thereto (together with any amendments or supplements thereto, the
"Registration Statement"), which has been filed by the Corporation with the
Commission under the Securities Act, certain portions of which have been omitted
pursuant to the rules and regulations of the Commission and to which portions
reference is hereby made for further information.
THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF SUCH DOCUMENTS IS AVAILABLE
WITHOUT CHARGE (OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS) TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER TO WHOM THIS PROSPECTUS IS DELIVERED, UPON
WRITTEN OR ORAL REQUEST FROM: FIRST UNION CORPORATION, INVESTOR RELATIONS, ONE
FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28288-0206 (TELEPHONE NUMBER (704)
374-6782).
- ------------------------
The Commissioner of Insurance of the State of North Carolina (the
"Commissioner") has not approved or disapproved this offering, nor has the
Commissioner passed upon the accuracy or adequacy of this Prospectus.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission (File
No. 1-10000) under Section 13(a) or 15(d) of the Exchange Act are hereby
incorporated by reference in this Prospectus:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997;
(ii) the Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(iii) the Corporation's Current Reports on Form 8-K dated January 22, 1998,
April 15, 1998, April 23, 1998, May 7, 1998 and May 26, 1998.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Shares are hereby incorporated by reference
into this Prospectus and shall be deemed a part hereof from the date of filing
of such documents.
Any statement contained herein, in any supplement hereto or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein, in any supplement
hereto or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement, this
Prospectus or any supplement hereto.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING SUPPLEMENTAL
PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS
2
<PAGE>
AND ANY ACCOMPANYING SUPPLEMENTAL PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY ACCOMPANYING SUPPLEMENTAL PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR,
IN THE CASE OF INFORMATION INCORPORATED HEREIN BY REFERENCE, THE DATE OF FILING
WITH THE COMMISSION.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Prospectus (including information included or incorporated by
reference herein) contains certain forward-looking statements with respect to
the financial condition, results of operations, plans, objectives, future
performance and business of the Corporation, as well as certain information
relating to the Corporation's recent acquisition of CoreStates Financial Corp
("CoreStates"), including (i) statements relating to the cost savings estimated
to result from the CoreStates acquisition; (ii) statements relating to revenues
estimated to result from the CoreStates acquisition; (iii) statements relating
to the restructuring charges estimated to be incurred in connection with the
CoreStates acquisition; and (iv) statements preceded by, followed by or that
include the words "believes", "expects", "anticipates", "estimates" or similar
expressions. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, among others, the
following possibilities: (a) expected cost savings from the CoreStates
acquisition and the Corporation's other recently completed or pending
acquisitions may not be fully realized or realized within the expected time
frame; (b) revenues following the CoreStates acquisition and the Corporation's
other recently completed or pending acquisitions may be lower than expected, or
deposit attrition, operating costs or customer loss and business disruption
following the Corestates acquisition and the Corporation's other recently
completed or pending acquisitions may be greater than expected; (c) competitive
pressures among depository and other financial institutions may increase
significantly; (d) costs or difficulties related to the integration of the
business of the Corporation with other of the Corporation's acquired or to be
acquired companies may be greater than expected; (e) changes in the interest
rate environment may reduce margins; (f) general economic or business
conditions, either nationally or in the states in which the Corporation is doing
business, may be less favorable than expected resulting in, among other things,
a deterioration in credit quality or a reduced demand for credit; (g)
legislative or regulatory changes may adversely affect the business in which the
Corporation or any other of the Corporation's recently acquired or to be
acquired companies is engaged; and (h) changes may occur in the securities
markets. See "THE CORPORATION -- Recent Developments".
3
<PAGE>
THE CORPORATION
GENERAL
Financial and other information relating to the Corporation, including
information relating to the Corporation's directors and executive officers, is
contained or incorporated in the Corporation's 1997 Annual Report on Form 10-K,
1998 First Quarter Report on Form 10-Q and 1998 Current Reports on Form 8-K,
copies of which may be obtained from the Corporation as indicated under
"AVAILABLE INFORMATION". See also "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE".
HISTORY AND BUSINESS
The Corporation was incorporated under the laws of North Carolina in 1967
and is registered as a bank holding company under the Bank Holding Company Act
of 1956 (as amended, the "BHCA"). Pursuant to a corporate reorganization in
1968, First Union National Bank ("FUNB") and First Union Mortgage Corporation, a
mortgage banking firm acquired by FUNB in 1964, became subsidiaries of the
Corporation.
The Corporation provides a wide range of commercial and retail banking and
trust services through full-service banking offices in Connecticut, Delaware,
Florida, Georgia, Maryland, New Jersey, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Virginia and Washington, D.C. Such offices are
operated by FUNB, which is based in Charlotte, North Carolina, except the
Delaware offices, which are operated by First Union Bank of Delaware. The
Corporation also provides various other financial services, including mortgage
banking, credit card, investment banking, home equity lending, leasing,
insurance and securities brokerage services, through other subsidiaries.
As a bank holding company, the Corporation is subject to regulation under
the BHCA and to its examination and reporting requirements. Under the BHCA, bank
holding companies may not directly or indirectly acquire the ownership or
control of more than five percent of the voting shares or substantially all of
the assets of any company, including a bank, without the prior approval of, or a
waiver of the requirement for such approval by, the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). In addition, bank holding
companies are generally prohibited under the BHCA from engaging in nonbanking
activities, subject to certain exceptions.
The earnings of the Corporation are affected by the legislative and
governmental actions of various regulatory authorities, including the Federal
Reserve Board, the Comptroller of the Currency (the "OCC") and the Federal
Deposit Insurance Corporation (the "FDIC"). In addition, there are numerous
governmental requirements and regulations which affect the activities of the
Corporation.
Since the 1985 Supreme Court decision upholding regional interstate banking
legislation, the Corporation has concentrated its efforts on building a large
financial services organization providing banking services in what it perceives
to be some of the better markets in the eastern region of the United States and
providing other financial services that complement such banking services in such
markets and elsewhere. Since November 1985, the Corporation has completed over
70 acquisitions relating to financial services, and currently has pending one
such acquisition, including the more significant acquisitions (I.E., involving
the acquisition of $3.0 billion or more of assets or deposits) set forth in the
following table.
<TABLE>
<CAPTION>
ASSETS/ CONSIDERATION/
NAME HEADQUARTERS DEPOSITS(1)(2) ACCOUNTING TREATMENT COMPLETION DATE
- --------------------------------------------- --------------- -------------- ------------------------- ---------------
<S> <C> <C> <C> <C>
Atlantic Bancorporation...................... Florida $ 3.8 billion common stock/pooling November 1985
Northwestern Financial Corporation........... North Carolina 3.0 billion common stock/pooling December 1985
First Railroad & Banking Company of
Georgia.................................... Georgia 3.7 billion common stock/pooling November 1986
Florida National Banks of Florida, Inc....... Florida 7.9 billion cash and preferred January 1990
stock/purchase
Southeast banks.............................. Florida 9.9 billion cash, notes and preferred September 1991
stock/
purchase
Resolution Trust Company ("RTC")
acquisitions............................... Florida, 5.3 billion cash/purchase 1991-1994
Georgia,
Virginia
Dominion Bankshares Corporation.............. Virginia 8.9 billion common stock and March 1993
preferred stock/pooling
Georgia Federal Bank, FSB.................... Georgia 4.0 billion cash/purchase June 1993
First American Metro Corp.................... Virginia 4.6 billion cash/purchase June 1993
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
ASSETS/ CONSIDERATION/
NAME HEADQUARTERS DEPOSITS(1)(2) ACCOUNTING TREATMENT COMPLETION DATE
- --------------------------------------------- --------------- -------------- ------------------------- ---------------
American Savings of Florida, F.S.B........... Florida 3.6 billion common stock/purchase July 1995
<S> <C> <C> <C> <C>
First Fidelity Bancorporation................ New Jersey, 35.3 billion common stock and January 1996
Pennsylvania preferred stock/pooling
Center Financial Corporation................. Connecticut 4.0 billion common stock/purchase November 1996
Signet Banking Corporation................... Virginia 11.3 billion common stock/pooling November 1997
CoreStates................................... Pennsylvania 48.1 billion common stock/pooling April 1998
The Money Store Inc.......................... New Jersey $ 3.0 billion common stock and pending
preferred stock/purchase
</TABLE>
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(1) The dollar amounts indicated represent the assets of the related
organization as of the last reporting period prior to acquisition or as of
the last reporting period prior to the date hereof as to pending
acquisitions, except for (i) the dollar amount relating to RTC acquisitions,
which represents savings and loan deposits acquired from the RTC, and (ii)
the dollar amount relating to Southeast banks, which represent assets of the
two banking subsidiaries of Southeast Banking Corporation acquired from the
FDIC.
(2) In addition, the Corporation acquired (i) Lieber & Company, a mutual fund
advisory company with approximately $3.4 billion in assets under management,
in June 1994, and (ii) Keystone Investments, Inc., a mutual fund advisory
company with approximately $11.6 billion in assets under management, in
December 1996. Because such assets are not owned by these mutual advisory
companies, they are not reflected on the Corporation's balance sheet.
The Corporation is continually evaluating acquisition opportunities and
frequently conducts due diligence activities in connection with possible
acquisitions. As a result, acquisition discussions and, in some cases,
negotiations frequently take place and future acquisitions involving cash, debt
or equity securities can be expected. Acquisitions typically involve the payment
of a premium over book and market values, and therefore, some dilution of the
Corporation's book value and net income per share may occur in connection with
any future transactions.
RECENT DEVELOPMENTS
SUPPLEMENTAL FINANCIAL STATEMENTS
As a result of the April 28, 1998 pooling of interests acquisition of
CoreStates, the Corporation's historical financial statements have been restated
in accordance with generally accepted accounting principles relating to
transactions accounted for as poolings of interest. Supplemental financial
statements reflecting the CoreStates acquisition, including such statements as
of and for the periods ended March 31, 1998 and 1997, and as of and for the
three years ended December 31, 1997, are included in the Corporation's Current
Report on Form 8-K dated May 26, 1998. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE". The Corporation's recent
historical financial statements have previously been restated as a result of the
pooling of interests acquisition of (i) Signet Banking Corporation in November
1997, for all periods beginning on or after January 1, 1995, and ended prior to
consummation of such acquisition, and (ii) First Fidelity Bancorporation in
January 1996, for all periods ended prior to such acquisition.
CERTAIN RECENT AND PENDING ACQUISITIONS
BOWLES HOLLOWELL CONNER & CO.
On April 30, 1998, the Corporation acquired Bowles Hollowell Conner & Co.
("Bowles Hollowell Conner"), a privately-held mergers and acquisitions advisory
firm based in Charlotte, North Carolina. In connection with the acquisition, the
Corporation issued the 1,216,879 Shares covered by this Prospectus to the
Selling Stockholders. At January 31, 1998, Bowles Hollowell Conner had assets of
$18 million. The acquisition was accounted for as a purchase. See "SELLING
STOCKHOLDERS".
CORESTATES FINANCIAL CORP
On April 28, 1998, the Corporation acquired CoreStates, a bank holding
company based in Philadelphia, Pennsylvania. CoreStates, through its lead bank
subsidiary, CoreStates Bank, N.A., provided financial services through banking
offices located 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. In connection with the acquisition, the
Corporation issued approximately 331 million shares of Common Stock. On May 15,
1998, CoreStates Bank, N.A., merged into FUNB.
5
<PAGE>
Pursuant to the terms of the acquisition agreement, six former directors of
CoreStates will become directors of the Corporation.
On November 18, 1997, the Corporation filed a Current Report on Form 8-K
with the Commission (the "CoreStates Form 8-K"), which contains, among other
things, certain financial and other information (the "CoreStates Form 8-K
Materials") about CoreStates and the CoreStates acquisition. See "AVAILABLE
INFORMATION". The CoreStates Form 8-K Materials contain certain forward-looking
statements regarding the Corporation, CoreStates and the combined organization
following the CoreStates acquisition, including statements relating to estimated
cost savings and enhanced revenues that may be realized from the CoreStates
acquisition, and certain restructuring charges expected to be incurred in
connection with the CoreStates acquisition. Such forward-looking statements
involve significant risks and uncertainties. Actual results may differ
materially from the results discussed in the CoreStates Form 8-K Materials and
herein. Factors that might cause such a difference include, but are not limited
to those discussed in the CoreStates Form 8-K, in the Corporation's 1997 Annual
Report on Form 10-K and under "CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION".
As indicated in the CoreStates Form 8-K:
(Bullet) The Corporation expects to realize before-tax expense savings
resulting from the CoreStates acquisition of approximately $406
million and $723 million in 1998 and 1999, respectively, or
approximately $258 million and $459 million after-tax,
respectively. These estimates assume that approximately 45 percent
of CoreStates' 1997 annualized expenses are eliminated by the end
of 1999.
(Bullet) The Corporation expects to realize before-tax revenue enhancements
relating to the CoreStates acquisition of approximately $123
million and $194 million in 1998 and 1999, respectively, or
approximately $58 million and $89 million after-tax, respectively.
These estimates are primarily based on the Corporation's broader
array of income generating products from its capital markets,
capital management and other fee producing businesses.
(Bullet) Assuming (i) the restructuring charges discussed below and the
expense savings and revenue enhancements discussed above are as
estimated, (ii) 985 million shares of Common Stock are outstanding
in 1998 and 999 million shares are outstanding in 1999, (iii) the
CoreStates acquisition is consummated by mid-1998, (iv) the
conversion of CoreStates' operations and computer systems to the
Corporation's operations and computer systems is completed by
November 1998, (v) 1998 earnings per share of (a) Common Stock are
$3.91, and (b) CoreStates common stock are $4.23, each of which
represents the First Call consensus earnings estimates as of
November 18, 1997 (before public announcement of the CoreStates
acquisition, the "1998 Illustrative First Call Consensus
Estimates"), (vi) 1999 earnings per share of Common Stock and
CoreStates common stock are equal to the 1998 Illustrative First
Call Consensus Estimates plus 11 percent for the Corporation and
ten percent for CoreStates (the "1999 Illustrative Estimates")
(I.E., $4.34 per share of Common Stock and $4.65 per share of
CoreStates common stock), and (vii) certain other assumptions
contained in the CoreStates Form 8-K, the CoreStates acquisition
is estimated to dilute the 1998 Illustrative First Call Consensus
Estimate per share of Common Stock by $.09 and add $.12 to the
1999 Illustrative Estimate per share of Common Stock. The 1998
Illustrative First Call Consensus Estimates and the 1999
Illustrative Estimates are presented for illustrative purposes
only, are subject to the risks and uncertainties set forth in the
CoreStates Form 8-K Materials, the Corporation's 1997 Annual
Report on Form 10-K and under "CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION", among others, and do not constitute
earnings projections or estimates by the Corporation.
(Bullet) The Corporation expects to record after-tax restructuring and
merger-related expenses associated with the CoreStates
acquisition, currently estimated at $795 million, or $0.81 per
share of Common Stock, in the second quarter of 1998. The
estimated $795 million restructuring expense is summarized below.
<TABLE>
<CAPTION>
(IN MILLIONS, AFTER TAX)
- ----------------------------------------------------------------------------------------------
<S> <C>
Severance and change in control related obligations........................................... $214
Fixed asset write-downs and vacant space accruals............................................. 289
Service contract terminations................................................................. 127
Charitable support............................................................................ 63
Other......................................................................................... 102
----
Total......................................................................................... $795
----
----
</TABLE>
The estimated restructuring expense includes approximately $149 million in
non-cash charges. Cash payments included in the estimated restructuring expense
are expected to be completed within 18 months from the date of consummation. The
6
<PAGE>
"Other" category includes CoreStates acquisition-related amounts, none of which
individually is estimated to exceed $50 million. The amounts included in the
$795 million estimated restructuring expense are subject to change and reflect
certain assumptions relating to the CoreStates acquisition, including the number
of employees whose employment will terminate as a result of the CoreStates
acquisition. Changes in such assumptions could result in a change in the
estimated restructuring expense. In addition, the Corporation estimates that
another $75 million in CoreStates pre-tax, acquisition-related costs will be
incurred over the 12 months following the date the CoreStates acquisition is
consummated. These costs primarily relate to training and systems conversions.
WHEAT FIRST BUTCHER SINGER, INC.
On January 31, 1998, the Corporation completed the pooling of interests
acquisition of Wheat First Butcher Singer, Inc. ("WFBS"), an investment banking
firm based in Richmond, Virginia. Approximately 10.3 million shares of Common
Stock were issued in the WFBS acquisition. At December 31, 1997, WFBS had assets
of $1 billion. Due to the relative insignificance of the acquisition to the
Corporation, the Corporation's historical financial statements were not restated
as a result of such acquisition.
COVENANT BANCORP, INC.
On January 15, 1998, the Corporation completed the acquisition of Covenant
Bancorp, Inc. ("Covenant"), a bank holding company based in Haddonfield, New
Jersey. Covenant had $415 million in assets as of December 31, 1997.
Approximately 1.6 million shares of Common Stock were issued in the Covenant
acquisition, which was accounted for as a purchase. A number of shares of Common
Stock approximately equal to the number of such shares issued in the Covenant
acquisition was repurchased by the Corporation in 1997 in the open market at a
cost of $79 million.
THE MONEY STORE INC.
On March 4, 1998, the Corporation entered into an agreement to acquire The
Money Store Inc. ("The Money Store"), a consumer finance lender based in Union,
New Jersey. The Money Store operates 211 offices located in all 50 states,
Washington, D.C. and Puerto Rico. Under the terms of the agreement, each share
of The Money Store common stock will be exchanged for a number of shares of
Common Stock (the "Exchange Ratio") having a value of $34 per share. In
addition, each share of The Money Store mandatory convertible preferred stock,
depending upon the outcome of the vote by the holders of such stock with respect
thereto, will be converted into either (i) a number of shares of Common Stock
equal to the Exchange Ratio times .92, or (ii) an equal number of shares of a
series of the Corporation's Class A Preferred Stock having terms substantially
the same as The Money Store mandatory convertible preferred stock, as adjusted
to reflect The Money Store acquisition. The purchase price is estimated to be
approximately $2.1 billion. The Money Store acquisition, which will be accounted
for as a purchase, is expected to close in the second or third quarter of 1998,
subject to stockholder and regulatory approvals and other conditions of closing.
In connection with the acquisition, the Corporation has repurchased 38 million
shares of Common Stock in the open market at a cost of $2.2 billion, which
represents the approximate number of shares of Common Stock the Corporation
currently expects to issue in The Money Store acquisition. As of March 31, 1998,
The Money Store had assets of $3 billion, net loans of $1 billion, total
stockholders' equity of $698 million and net income applicable to common
stockholders of $32 million for the three months ended March 31, 1998.
DESCRIPTION OF THE CORPORATION'S CAPITAL STOCK
THE DESCRIPTIVE INFORMATION BELOW OUTLINES CERTAIN PROVISIONS OF THE
ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES"), AND BYLAWS OF THE
CORPORATION AND THE NORTH CAROLINA BUSINESS CORPORATION ACT ("NCBCA"). THE
INFORMATION DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ALL RESPECTS BY
REFERENCE TO THE PROVISIONS OF THE CORPORATION'S ARTICLES AND BYLAWS AND THE
NCBCA.
AUTHORIZED CAPITAL
The authorized capital stock of the Corporation consists of 2,000,000,000
shares of Common Stock, 10,000,000 shares of Preferred Stock, no-par value per
share ("Preferred Stock"), and 40,000,000 shares of Class A Preferred Stock,
no-par value per share ("Class A Preferred Stock"). As of April 30, 1998, there
were 960,490,805 shares of Common Stock, no shares of Class A Preferred Stock,
and no shares of Preferred Stock issued and outstanding. The Preferred Stock and
Class A Preferred Stock are each issuable in one or more series and, with
respect to any series, the Board of Directors of the Corporation, subject to
certain limitations, is authorized to fix the numbers of shares, dividend rates,
liquidation prices, liquidation rights of holders, redemption, conversion and
voting rights and other terms of the series. Shares of Class A Preferred Stock
7
<PAGE>
and Preferred Stock that are redeemed, repurchased or otherwise acquired by the
Corporation have the status of authorized, unissued and undesignated shares of
Class A Preferred Stock and Preferred Stock, respectively, and may be reissued.
COMMON STOCK
Subject to the prior rights of the holders of any Preferred Stock and any
Class A Preferred Stock then outstanding, holders of Common Stock are entitled
to receive such dividends as may be declared by the Board of Directors out of
funds legally available therefor and, in the event of liquidation or
dissolution, to receive the net assets of the Corporation remaining after
payment of all liabilities and after payment to holders of all shares of
Preferred Stock and Class A Preferred Stock of the full preferential amounts to
which such holders are respectively entitled, in proportion to their respective
holdings.
The Corporation is a legal entity separate and distinct from its banking
and other subsidiaries. A major portion of the Corporation's revenues results
from amounts paid as dividends to the Corporation by its national bank
subsidiaries. The prior approval of the OCC is required for the payment of any
dividend by a national bank if the total of all dividends declared by the board
of directors of such bank in any calendar year will exceed the sum of such
bank's net profits for that year and its retained net profits for the preceding
two calendar years, less any required transfers to surplus. Federal law also
prohibits any national bank from paying dividends which would be greater than
such bank's undivided profits after deducting statutory bad debt in excess of
such bank's allowance for loan losses.
In addition, the Corporation and its bank subsidiaries are subject to
various general regulatory policies and requirements relating to the payment of
dividends, including requirements to maintain adequate capital above regulatory
minimums. The appropriate federal regulatory authority is authorized to
determine, under certain circumstances relating to the financial condition of a
national bank or bank holding company, that the payment of dividends would be an
unsafe or unsound practice and to prohibit payment thereof. The OCC and the FDIC
have indicated that paying dividends that deplete a bank's capital base to an
inadequate level would be an unsound and unsafe banking practice. The OCC, the
FDIC and the Federal Reserve Board have each indicated that banking
organizations should generally pay dividends only out of current operating
earnings.
Pursuant to an indenture dated as of November 27, 1996, between the
Corporation and Wilmington Trust Company, as trustee, under which certain of the
Corporation's outstanding junior subordinated debt securities have been issued,
the Corporation has covenanted that it generally will not declare or pay any
dividends or distributions on, or redeem, repurchase, acquire or make a
liquidation payment with respect to, any of the Corporation's capital stock,
including Common Stock, Preferred Stock and Class A Preferred Stock if, at such
time, certain defaults have occurred under such indenture or related guarantee
of the Corporation or the Corporation shall have exercised its rights under such
indenture to defer interest payments on the securities issued thereunder.
Subject to the rights of the holders of any Preferred Stock and any Class A
Preferred Stock then outstanding, all voting rights are vested in the holders of
the shares of Common Stock, each share being entitled to one vote on all matters
requiring stockholder action and in the election of directors. Holders of Common
Stock have no preemptive, subscription or conversion rights. All of the
outstanding shares of Common Stock, including the Shares, are fully paid and
nonassessable.
FUNB is the Transfer Agent, Registrar and Dividend Disbursement Agent for
the Common Stock, including the Shares.
PREFERRED STOCK
All shares of each series of Preferred Stock must be of equal rank and have
the same powers, preferences and rights and are subject to the same
qualifications, limitations and restrictions, except with respect to dividend
rates, redemption prices, liquidation amounts, terms of conversion or exchange
and voting rights.
CLASS A PREFERRED STOCK
Shares of Class A Preferred Stock rank prior or superior to Common Stock
and on a parity with or junior to (but not prior or superior to) Preferred Stock
or any series thereof, in respect of the right to receive dividends and/or the
right to receive payments out of the net assets of the Corporation upon any
involuntary or voluntary liquidation, dissolution or winding up of the
Corporation. Subject to the foregoing and the terms of any particular series of
Class A Preferred Stock, series of Class A Preferred Stock may vary as to
priority.
8
<PAGE>
RIGHTS PLAN
Each outstanding share of Common Stock currently has attached to it one
right (a "Right") issued pursuant to an Amended and Restated Shareholder
Protection Rights Agreement (the "Rights Agreement"). Each Right entitles its
registered holder to purchase one one-hundredth of a share of a junior
participating series of Class A Preferred Stock designed to have economic and
voting terms similar to those of one share of Common Stock, for $105.00, subject
to adjustment (the "Rights Exercise Price"), but only after the earlier to occur
(the "Separation Time") of: (i) the tenth business day (subject to extension)
after any person (an "Acquiring Person") (x) commences a tender or exchange
offer, which, if consummated, would result in a person becoming the beneficial
owner of 15 percent or more of the outstanding shares of Common Stock, or (y) is
determined by the Federal Reserve Board to "control" the Corporation within the
meaning of the BHCA (see " -- Other Provisions" below), subject to certain
exceptions; and (ii) the tenth business day after the first date (the "Flip-in
Date") of a public announcement by the Corporation that a person has become an
Acquiring Person. The Rights will not trade separately from the shares of Common
Stock unless and until the Separation Time occurs.
The Rights Agreement provides that a person will not become an Acquiring
Person under the BHCA control test described above if either (i) the Federal
Reserve Board's control determination would not have been made but for such
person's failure to make certain customary passivity commitments, or such
person's violation of such commitments made, to the Federal Reserve Board, so
long as the Federal Reserve Board determines that such person no longer controls
the Corporation within 30 days (or 60 days in certain circumstances), or (ii)
the Federal Reserve Board's control determination was not based on such a
failure or violation and such person (x) obtains a noncontrol determination
within three years, and (y) is using its best efforts to allow the Corporation
to make any acquisition or engage in any legally permissible activity
notwithstanding such person's being deemed to control the Corporation for
purposes of the BHCA.
The Rights will not be exercisable until the business day following the
Separation Time. The Rights will expire on the earliest of: (i) the Exchange
Time (as defined below); (ii) the close of business on December 28, 2000; and
(iii) the date on which the Rights are redeemed or terminated as described below
(in any such case, the "Expiration Time"). The Rights Exercise Price and the
number of Rights outstanding, or in certain circumstances the securities
purchasable upon exercise of the Rights, are subject to adjustment upon the
occurrence of certain events.
In the event that prior to the Expiration Time a Flip-in Date occurs, the
Corporation will take such action as shall be necessary to ensure and provide
that each Right (other than Rights beneficially owned by an Acquiring Person or
any affiliate, associate or transferee thereof, which Rights shall become void)
shall constitute the right to purchase, from the Corporation, shares of Common
Stock having an aggregate market price equal to twice the Rights Exercise Price
for an amount in cash equal to the then current Rights Exercise Price. In
addition, the Board of Directors of the Corporation may, at its option, at any
time after a Flip-in Date, elect to exchange all of the then outstanding Rights
for shares of Common Stock, at an exchange ratio of two shares of Common Stock
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the Separation Time (the "Rights Exchange
Rate"). Immediately upon such action by the Board of Directors (the "Exchange
Time"), the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive a number of shares of Common
Stock equal to the Rights Exchange Rate. If the Corporation becomes obligated to
issue shares of Common Stock upon exercise of or in exchange for Rights, the
Corporation, at its option, may substitute for each such share of Common Stock
one one-hundredth of a share of junior participating Class A Preferred Stock.
The Rights may be canceled and terminated without any payment to holders
thereof at any time prior to the date that they become exercisable, and are
redeemable by the Corporation at $0.01 per Right, subject to adjustment upon the
occurrence of certain events, at any date between the date on which they become
exercisable and the Flip-in Date. The Rights have no voting rights, and they are
not entitled to dividends.
The Rights will not prevent a takeover of the Corporation. The Rights,
however, may cause substantial dilution to a person or group that acquires 15
percent or more of Common Stock (or that acquires "control" of the Corporation
within the meaning of the BHCA) unless the Rights are first redeemed or
terminated by the Board of Directors of the Corporation. Nevertheless, the
Rights should not interfere with a transaction that is in the best interests of
the Corporation and its stockholders because the Rights can be redeemed or
terminated, as hereinabove described, before the consummation of such
transaction.
9
<PAGE>
The complete terms of the Rights are set forth in the Rights Agreement. The
foregoing description of the Rights and the Rights Agreement is qualified in its
entirety by reference to such document. The Rights Agreement is incorporated by
reference as an exhibit to the Registration Statement. A copy of the Rights
Agreement can be obtained upon written request to the Rights Agent, First Union
National Bank, 1525 West W.T. Harris Blvd., Charlotte, North Carolina
28288-1153.
OTHER PROVISIONS
The Articles and Bylaws of the Corporation contain a number of provisions
which may be deemed to have the effect of discouraging or delaying attempts to
gain control of the Corporation, including provisions in the Articles: (i)
classifying the Board of Directors into three classes, each class to serve for
three years, with one class being elected annually; (ii) authorizing the Board
of Directors to fix the size of the Board of Directors between nine and 30
directors; (iii) authorizing directors to fill vacancies on the Board of
Directors that occur between annual meetings, except that vacancies resulting
from a removal of a director by a stockholder vote may only be filled by a
stockholder vote; (iv) providing that directors may be removed only for cause
and only by affirmative vote of the majority of shares entitled to be voted in
the election of directors, voting as a single class; (v) authorizing only the
Board of Directors, the Chairman of the Board or the President to call a special
meeting of stockholders (except for special meetings called under specified
circumstances for holders of classes or series of stock ranking superior to the
Common Stock); and (vi) requiring an 80 percent vote of stockholders entitled to
vote in the election of directors, voting as a single class, to alter any of the
foregoing provisions.
The Bylaws include provisions setting forth specific conditions under
which: (i) business may be transacted at an annual meeting of stockholders; and
(ii) persons may be nominated for election as directors of the Corporation at an
annual meeting of stockholders.
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless the Federal Reserve Board
has been given 60 days' prior written notice of such proposed acquisition and
within that time period the Federal Reserve Board has not issued a notice
disapproving the proposed acquisition or extending for up to another 30 days the
period during which such a disapproval may be issued, or unless the acquisition
is subject to Federal Reserve Board approval under the BHCA. An acquisition may
be made prior to the expiration of the disapproval period if the Federal Reserve
Board issues written notice of its intent not to disapprove the action. Under a
rebuttable presumption established by the Federal Reserve Board, the acquisition
of more than ten percent of a class of voting stock of a bank holding company
with a class of securities registered under Section 12 of the Exchange Act, such
as the Corporation, would, under the circumstances set forth in the presumption,
constitute the acquisition of control.
In addition, any "company" would be required to obtain the approval of the
Federal Reserve Board under the BHCA before acquiring 25 percent (five percent
in the case of an acquiror that is a bank holding company) or more of the
outstanding shares of Common Stock, or otherwise obtaining "control" over the
Corporation. Under the BHCA, "control" generally means (i) the ownership or
control of 25 percent or more of any class of voting securities of the bank
holding company, (ii) the ability to elect a majority of the bank holding
company's directors, or (iii) the ability otherwise to exercise a controlling
influence over the management and policies of the bank holding company.
Two North Carolina "anti-takeover" statutes adopted in 1987, The North
Carolina Shareholder Protection Act and The North Carolina Control Share
Acquisition Act, allowed North Carolina corporations to elect to either be
covered or not be covered by such statutes. The Corporation elected not to be
covered by such statutes.
In addition to the foregoing, in certain instances the issuance of
authorized but unissued shares of Common Stock, Class A Preferred Stock or
Preferred Stock may have an anti-takeover effect.
The existence of the foregoing provisions could result in the (i)
Corporation being less attractive to a potential acquiror, and (ii)
Corporation's stockholders receiving less for their shares of Common Stock than
otherwise might be available in the event of a take-over attempt.
10
<PAGE>
SELLING STOCKHOLDERS
The Shares are being offered for the account of the selling stockholders of
the Corporation named below (the "Selling Stockholders"). Each of the Selling
Stockholders may offer Shares in separate transactions or in a single
transaction. The Shares were issued by the Corporation to the Selling
Stockholders in connection with the acquisition of Bowles Hollowell Conner by
the Corporation on April 30, 1998, including Shares issued to former
stockholders of Bowles Hollowell Conner pursuant to agreements between such
individuals and Bowles Hollowell Conner that were entered into prior to the
acquisition.
The Selling Stockholders are Robert G. Calton, III, Charles H. Conner, Jr.,
Stephen E. Cummings, Frederick H. Garner, IV, John H. Grigg, Julie K. Hobby,
Thomas P. Hollowell, John K. Hudson, Edward P. Imbrogno, John T. Johnston, III,
Kelly L. Katterhagen, Joseph F. Kenny, Robert L. Kreidler, Jr., Reid G. Leggett,
Gregory M. Leveave, Mark W. Mealy, William A. Morrissett, Michael P. Peters,
Thomas B. Peters, John W. Pollock, Matthew S. Rankowitz, John J. Ross, Matthew
B. Salisbury, Scott J.R. Smith, Shannon G. Smith, Jeannie S. Tabor, Claudius E.
Watts, IV, and Christine J. Wright, none of whom, either individually or as a
group, owns more than one percent of the outstanding shares of Common Stock. The
Selling Stockholders (other than Charles H. Conner, Jr., Reid G. Leggett and
Kelly L. Katterhagen) were employees of Bowles Hollowell Conner at the time the
acquisition was completed and held various positions as officers and/or
directors of Bowles Hollowell Conner at such time, and have each entered into an
employment agreement with the Corporation for the four-year period that began on
April 30, 1998.
Because the Selling Stockholders may sell all or a portion of the Shares
that may be offered pursuant to this Prospectus, the number of Shares that will
be owned by each Selling Stockholder upon termination of this offering cannot be
determined.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by one or more of the
Selling Stockholders in separate transactions or in a single transaction. Such
sales may be made on the NYSE, or such other national securities exchange or
automated interdealer quotation system on which shares of Common Stock are then
listed, through negotiated transactions or otherwise at market prices prevailing
at the time of the sale or at negotiated prices. Alternatively, from time to
time one or more of the Selling Stockholders may offer Shares through brokers,
dealers or agents, including a broker-dealer subsidiary of the Corporation, who
may receive compensation in the form of concessions or commissions from any such
Selling Stockholders, agents and/or the purchasers for whom they may act as
agent. If necessary, a supplemental Prospectus will describe the method of sale
in greater detail. In addition, any of the Shares which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus.
The Selling Stockholders and any such brokers, dealers or agents that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profits on the sale of Shares
by them and any associated discounts, commissions or concessions that are
received may be deemed to be underwriting compensation under the Securities Act.
To the extent a Selling Stockholder may be deemed to be an underwriter, such
Selling Stockholder may be subject to certain statutory liabilities under the
Securities Act, including but not limited to Sections 11 and 12 of the
Securities Act.
Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. If applicable, such prices will be
determined by agreement between the Selling Stockholders and any such dealers.
The Selling Stockholders may, from time to time, authorize dealers, acting as
the Selling Stockholders' agents, to solicit offers to purchase Shares upon the
terms and conditions set forth in any supplemental Prospectus. The Corporation
is not aware of any arrangements or contracts that the Selling Stockholders have
entered into to effect any such transactions in the Shares, nor is the
Corporation aware of which brokerage firms the Selling Stockholders may select
to effect brokerage transactions.
The Selling Stockholders and any other person participating in a sale or
distribution of Shares will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including without limitation Rule
10b-5 and Regulation M, which provisions may limit the timing of purchases and
sales of any of the Shares by the Selling Stockholders and any other such
person.
In order to comply with securities laws in certain jurisdictions, the
Shares offered hereby will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the securities offered
11
<PAGE>
hereby may not be offered or sold unless they have been registered or qualified
for sale in such jurisdictions or an exemption from registration or
qualification is available and is complied with.
The Corporation will not receive any part of the proceeds from the sale of
the Shares. The Selling Stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Stockholders' counsel, and the Corporation will bear all other
expenses in connection with the offering and sale of the Shares, including
filing fees, legal and accounting fees and expenses, printing costs, and other
expenses arising out of the preparation and filing of the Registration Statement
and this Prospectus. The Corporation has agreed to indemnify the Selling
Stockholders against certain liabilities, including certain liabilities under
the Securities Act, in connection with the registration and the offering and
sale of the Shares.
USE OF PROCEEDS
The Corporation will not receive any proceeds from the sales hereunder of
the Shares but will bear certain of the expenses thereof. See "PLAN OF
DISTRIBUTION".
VALIDITY OF THE SHARES
The validity of the Shares is being passed upon for the Corporation by
Marion A. Cowell, Jr., Esq., Executive Vice President, Secretary and General
Counsel of the Corporation. Mr. Cowell is also a stockholder of the Corporation
and holds options to purchase additional shares of Common Stock.
EXPERTS
The consolidated balance sheets of the Corporation 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, included in the Corporation's 1997 Annual Report
to Stockholders, which is incorporated by reference in the Corporation's 1997
Annual Report on Form 10-K and incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The supplemental consolidated balance sheets of the Corporation 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, included in the Corporation's
Current Report on Form 8-K dated May 26, 1998, which is incorporated by
reference herein, have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
12
<PAGE>
- ------------------------------------------------------------
- ------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION, BY THE SELLING STOCKHOLDERS OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information............................... 2
Incorporation of Certain Documents by
Reference......................................... 2
Cautionary Statement Concerning Forward-Looking
Information....................................... 3
The Corporation..................................... 4
Description of the Corporation's Capital Stock...... 7
Selling Stockholders................................ 11
Plan of Distribution................................ 11
Use of Proceeds..................................... 12
Validity of the Shares.............................. 12
Experts............................................. 12
</TABLE>
1,216,879 SHARES
FIRST UNION CORPORATION
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
------------------------
------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ ------------------------------------------------------------------------------------------------------------------
<S> <C>
(2) Agreement and Plan of Mergers by and among the Corporation, FUNB, CoreStates and CoreStates Bank, N.A., dated as
of November 18, 1997. (Incorporated by reference to Exhibit (2) to the Corporation's Current Report on Form 8-K
dated November 28, 1997.)
(3)(a) Articles of Incorporation of the Corporation, as amended. (Incorporated by reference to Exhibit (4) to the
Corporation's 1990 First Quarter Report on Form 10-Q, to Exhibit (99)(a) to the Corporation's 1993 First Quarter
Report on Form 10-Q, to Exhibit (4)(a) to the Corporation's Current Report on Form 8-K dated January 10, 1996 and
to Exhibit (3)(a) to the Corporation's 1997 Annual Report on Form 10-K.)
(3)(b) By-laws of the Corporation, as amended. (Incorporated by reference to Exhibit (3)(b) to the Corporation's 1995
Annual Report on Form 10-K.)
(4)(a) Amended and Restated Shareholder Protection Rights Agreement. (Incorporated by reference to Exhibit (4) to the
Corporation's Current Report on Form 8-K dated October 16, 1996.)
(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.)
</TABLE>
- ---------------
*Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State of North
Carolina, on May 27, 1998.
FIRST UNION CORPORATION
By: MARION A. COWELL, JR.
-------------------------------------
MARION A. COWELL, JR.
EXECUTIVE VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- ------------------------------------------------------ --------------------------------------------------------------------
<S> <C>
EDWARD E. CRUTCHFIELD* Chairman and Chief Executive Officer and Director
- ------------------------------------------------------
EDWARD E. CRUTCHFIELD
ROBERT T. ATWOOD* Executive Vice President and Chief Financial Officer
- ------------------------------------------------------
ROBERT T. ATWOOD
JAMES H. HATCH* Senior Vice President and Corporate Controller (Principal Accounting
- ------------------------------------------------------ Officer)
JAMES H. HATCH
Director
- ------------------------------------------------------
EDWARD E. BARR
G. ALEX BERNHARDT* Director
- ------------------------------------------------------
G. ALEX BERNHARDT
W. WALDO BRADLEY* Director
- ------------------------------------------------------
W. WALDO BRADLEY
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
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- ------------------------------------------------------ --------------------------------------------------------------------
<S> <C>
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
RADFORD D. LOVETT* Director
- ------------------------------------------------------
RADFORD D. LOVETT
MACKEY J. MCDONALD* Director
- ------------------------------------------------------
MACKEY J. MCDONALD
MALCOLM S. MCDONALD* Director
- ------------------------------------------------------
MALCOLM S. MCDONALD
JOSEPH NEUBAUER* Director
- ------------------------------------------------------
JOSEPH NEUBAUER
RANDOLPH N. REYNOLDS* Director
- ------------------------------------------------------
RANDOLPH N. REYNOLDS
RUTH G. SHAW* Director
- ------------------------------------------------------
RUTH G. SHAW
CHARLES M. SHELTON, SR.* Director
- ------------------------------------------------------
CHARLES M. SHELTON, SR.
LANTY L. SMITH* Director
- ------------------------------------------------------
LANTY L. SMITH
</TABLE>
*By Marion A. Cowell, Jr., Attorney-in-Fact
MARION A. COWELL, JR.
------------------------------------------------------
MARION A. COWELL, JR.
Dated: May 27, 1998
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- -------------------------------------------------------- --------------------------------------------------------
<S> <C> <C>
(2) Agreement and Plan of Mergers by and among the Incorporated by reference to Exhibit (2) to the
Corporation, FUNB, CoreStates and CoreStates Bank, N.A., Corporation's Current Report on Form 8-K dated November
dated as of November 18, 1997. 28, 1997.
(3)(a) Articles of Incorporation of the Corporation, as Incorporated by reference to Exhibit (4) to the
amended. Corporation's 1990 First Quarter Report on Form 10-Q, to
Exhibit (99)(a) to the Corporation's 1993 First Quarter
Report on Form 10-Q, to Exhibit (4)(a) to the
Corporation's Current Report on Form 8-K dated January
10, 1996 and to Exhibit (3)(a) to the Corporation's 1997
Annual Report on Form 10-K.
(3)(b) By-laws of the Corporation, as amended. Incorporated by reference to Exhibit (3)(b) to the
Corporation's 1995 Annual Report on Form 10-K.
(4)(a) Amended and Restated Shareholder Protection Rights Incorporated by reference to Exhibit (4) to the
Agreement. Corporation's Current Report on Form 8-K dated October
16, 1996.
(4)(b) All instruments defining the rights of holders of Not filed pursuant to (4)(iii) of Item 601(b) of
long-term debt of the Corporation and its subsidiaries. Regulation S-K; to be furnished upon request of the
Commission.
(5) Opinion of Marion A. Cowell, Jr., Esq. Previously filed.
(23)(a) Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) Consent of Marion A. Cowell, Jr., Esq. Previously filed.
(24) Power of Attorney. Previously filed.
(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.
</TABLE>
EXHIBIT (23)(A)
CONSENT OF KPMG PEAT MARWICK LLP
BOARD OF DIRECTORS
FIRST UNION CORPORATION
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 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 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
Corporations' Current Report on Form 8-K dated May 26, 1998, which is
incorporated by reference in this registration statement. We also consent to the
reference to our firm under the caption "Experts."
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
May 27, 1998
