As filed with the Securities and Exchange Commission on April 21, 1998.
Registration No. 333-
- --------------------------------------------------------------------------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
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
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
----------
First Union Corporation 1998 Stock Incentive Plan
(Full title of the plan)
------------------------
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share(1) offering price(1) fee (1)(2)
- ------------- ---------- ------------ ----------------- ----------
Common Stock (including 10,000,000 shs. $61.375 $613,750,000 $185,985
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933 (the
"Securities Act"), the registration fee is being computed based upon $61.375,
the average of the high and low prices reported on the New York Stock Exchange
Composite Transactions tape on April 17, 1998.
(2) Pursuant to Rule 429(a) under the Securities Act, this Registration Statment
contains a combined prospectus that relates to Registration Statement No.
333-02551 on Form S-8 previously filed by the Registrant. Pursuant to Rule
429(b) under the Securities Act, 5,000,000 shares of Common Stock are being
carried forward from Registration Statement No. 333-02551. A filing fee of
$50,862 associated with such shares was previously paid with Registration
Statement No. 333-02551.
<PAGE>
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:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997; and
(ii) the Corporation's Current Reports on Form 8-K dated as of January
22, 1998 and April 15, 1998.
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, as amended (including the rules and regulations thereunder, the "Exchange
Act") 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 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under the First
Union Corporation 1998 Stock Incentive Plan (the "Plan") have been passed upon
for the Corporation by Marion A. Cowell, Jr., Esq., Executive Vice President,
Secretary and General Counsel of the Corporation. Mr. Cowell owns shares of
Common Stock and holds options to purchase additional shares of Common Stock.
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 to the corporation, 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
liabilities 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.
2
<PAGE>
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.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
(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) -Bylaws 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 Ernst & Young LLP.
(23)(c) -Consent of KPMG Peat Marwick LLP.
(23)(d) -Consent of KPMG Peat Marwick LLP.
(23)(e) -Consent of Marion A. Cowell, Jr., Esq. (Included in Exhibit (5).)
(24) -Power of Attorney.
(27) -The Corporation's Financial Data Schedules. (Incorporated by
reference to Exhibit (27)(a), Exhibit (27)(b) and Exhibit (27)(c)
to the Corporation's 1997 Annual Report on Form 10- K.)
4
<PAGE>
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 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; 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 information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
5
<PAGE>
(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 or 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.
6
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on April 21,
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, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
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
James H. Hatch (Principal Accounting Officer)
----------------------- 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
7
<PAGE>
---------------------- 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
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
8
<PAGE>
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
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
- --------------------
Kent S. Hathaway
Date: April 21, 1998
9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Number Description Location
- ------ ----------- --------
(3)(a) -Articles of Incorporation Incorporated by reference to
of the Corporation, as amended. 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) -Bylaws of the Corporation, Incorporated by
as amended. 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
Agreement. reference to Exhibit (4) to the
Corporation's Current Report on Form 8- K
dated October 16, 1996.
(4)(b) -All instruments defining the Not filed pursuant to
rights of holders of long-term (4)(iii) of Item 601(b)
debt of the Corporation and its of Regulation S-K; to be
subsidiaries. furnished upon request of the
Commission.
(5) -Opinion of Marion A. Cowell, Filed herewith.
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(b) -Consent of Ernst & Young LLP. Filed herewith.
(23)(c) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(d) -Consent of KPMG Peat Marwick LLP. Filed herewith.
(23)(e) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
(27) -The Corporation's Financial Incorporated by reference to Exhibit
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Data Schedules. (27)(a), Exhibit (27)(b) and Exhibit
(27)(c) to the Corporation's 1997
Annual Report on Form 10-K.
</TABLE>
11
<PAGE>
Exhibit (5)
April 21, 1998
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Ladies and Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation")
in connection with the registration on Form S-8 of 10,000,000 shares of the
Corporation's Common Stock under the Securities Act of 1933 (the "Registration
Statement"), including rights attached thereto to purchase shares of Common
Stock or junior participating Class A Preferred Stock pursuant to the
Corporation's Shareholder Protection Rights Agreement (collectively, the
"Shares"), that are issuable under the Corporation's 1998 Stock Incentive Plan
(the "Plan").
On the basis of such investigation as I deemed necessary, I am of the
opinion that:
1. the Corporation has been duly incorporated and is validly existing
under the laws of the State of North Carolina; and
2. the Shares have been duly authorized and, when the Registration
Statement has become effective under the Securities Act of 1933
and the Shares have been duly issued and sold under the Plan, the
Shares will be validly issued by the Corporation, fully paid and
nonassessable.
I hereby consent to the use of my name under Item 5 in Part II of the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required by the Securities
Act of 1933 and the rules promulgated thereunder.
Very truly yours,
Marion A. Cowell, Jr.
12
<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 Registration
Statement on Form S-8 of First Union Corporation of our report dated January 21,
1998, relating to the consolidated balance sheets of First Union Corporation and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1997, which report appears
in the 1997 Annual Report to Stockholders which is incorporated by reference in
the 1997 Form 10-K of First Union Corporation.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
April 21, 1998
13
<PAGE>
Exhibit (23)(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the First Union Corporation 1998 Stock
Incentive Plan for the registration of 10,000,000 shares of its common stock of
our report dated January 20, 1998, with respect to the consolidated financial
statements of CoreStates Financial Corp included in the 1997 Annual Report on
Form 10-K of First Union Corporation, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 20, 1998
14
<PAGE>
Exhibit (23)(c)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
CoreStates Financial Corp
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Union Corporation of our report dated January 17,
1996, except as to Note 2, which is as of February 23, 1996, relating to the
consolidated balance sheet of Meridian Bancorp, Inc. and subsidiaries as of
December 31, 1995, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for the year ended December 31, 1995, which
report appears in First Union Corporation's 1997 Annual Report on Form 10-K.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
April 20, 1998
15
<PAGE>
Exhibit (23)(d)
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
CoreStates Financial Corp
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Union Corporation of our report dated January 16,
1996, except as to Note 20, which is as of February 23, 1996, relating to the
consolidated balance sheet of United Counties Bancorporation and subsidiaries as
of December 31, 1995, and the related consolidated statements of income, changes
in stockholders' equity and cash flows for the year ended December 31, 1995,
which report appears in First Union Corporation's 1997 Annual Report on Form
10-K.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
April 20, 1998
16
<PAGE>
Exhibit (24)
FIRST UNION CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and
officers of FIRST UNION CORPORATION (the "Corporation") hereby constitute and
appoint Marion A. Cowell, Jr. and Kent S. Hathaway, and each of them severally,
the true and lawful agents and attorneys-in-fact of the undersigned with full
power and authority in said agents and the attorneys-in-fact, and in any one of
them, to sign for the undersigned and in their respective names as directors and
officers of the Corporation, one or more Registration Statements to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of the shares of Common Stock of the
Corporation, including the rights attached thereto, that are issuable under the
Corporation's 1998 Stock Incentive Plan, and any other securities of the
Corporation or interests therein that are required to be so registered with
respect to such Plan, and to sign any and all amendments to such Registration
Statements.
Signature Capacity
--------- --------
/s/ Edward E. Crutchfield Chairman and Chief
- ---------------------------- Executive Officer and Director
Edward E. Crutchfield
/s/ Robert T. Atwood Executive Vice President
- ---------------------------- and Chief Financial Officer
Robert T. Atwood
/s/ James H. Hatch Senior Vice President and
- ---------------------------- Corporate Controller
James H. Hatch (Principal Accounting Officer)
- ---------------------------- Director
Edward E. Barr
/s/ G. Alex Bernhardt Director
- ----------------------------
G. Alex Bernhardt
/s/ W. Waldo Bradley Director
- ----------------------------
W. Waldo Bradley
/s/ Robert J. Brown Director
- ----------------------------
Robert J. Brown
17
<PAGE>
/s/ A. Dano Davis Director
- ---------------------------
A. Dano Davis
/s/ R. Stuart Dickson Director
- ---------------------------
R. Stuart Dickson
/s/ B.F. Dolan Director
- ---------------------------
B. F. Dolan
/s/ Roddey Dowd, Sr. Director
- ---------------------------
Roddey Dowd, Sr.
/s/ John R. Georgius Director
- ---------------------------
John R. Georgius
- --------------------------- Director
Arthur M. Goldberg
/s/ William H. Goodwin, Jr. Director
- ---------------------------
William H. Goodwin, Jr.
/s/ Howard H. Haworth Director
- ---------------------------
Howard H. Haworth
/s/ Frank M. Henry Director
- ---------------------------
Frank M. Henry
/s/ Leonard G. Herring Director
- ---------------------------
Leonard G. Herring
/s/ Jack A. Laughery Director
- ---------------------------
Jack A. Laughery
/s/ Max Lennon Director
- ---------------------------
Max Lennon
2
<PAGE>
/s/ Radford D. Lovett Director
- ---------------------------
Radford D. Lovett
/s/ Mackey J. McDonald Director
- ---------------------------
Mackey J. McDonald
/s/ Malcolm S. McDonald Director
- ---------------------------
Malcolm S. McDonald
/s/ Joseph Neubauer Director
- ---------------------------
Joseph Neubauer
/s/ Randolph N. Reynolds Director
- ---------------------------
Randolph N. Reynolds
/s/ Ruth G. Shaw Director
- ---------------------------
Ruth G. Shaw
/s/ Charles M. Shelton, Sr. Director
- ---------------------------
Charles M. Shelton, Sr.
/s/ Lanty L. Smith Director
- ---------------------------
Lanty L. Smith
/s/ Anthony P. Terrracciano Director
- ---------------------------
Anthony P. Terracciano
- --------------------------- Director
Dewey L. Trogdon
/s/ John D. Uible Director
- ---------------------------
John D. Uible
3
<PAGE>
/s/ B. J. Walker Director
- ---------------------------
B. J. Walker
February 17, 1998
Charlotte, NC
4
<PAGE>
