SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 26, 1999
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FIRST UNION CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704)374-6565
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On January 26, 1999, First Union Corporation (the "Corporation") issued
a news release (the "News Release"). A copy of the News Release is being filed
as Exhibit (99) to this report. The News Release is incorporated herein by
reference.
The News Release contains, among other things, certain forward-looking
statements with respect to the goals, plans, objectives, intentions,
expectations, financial condition, results of operations, future performance and
business of the Corporation, including (i) statements relating to the
Corporation's goals and expectations with respect to (a) growth in earnings per
share and (b) return on equity, and (ii) 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 that are subject to change based on various important factors
(some of which are beyond the Corporation's control). The following factors,
among others, could cause the Corporation's financial performance to differ
materially from the goals, plans, objectives, intentions, and expectations
expressed in such forward-looking statements: (1) the strength of the United
States economy in general and the strength of the local economies in which the
Corporation conducts operations and the strength of international markets in
which the Corporation conducts operations; (2) the effects of, and changes in,
trade, monetary and fiscal policies and laws, including interest rate policies
of the Board of Governors of the Federal Reserve System; (3) inflation, interest
rate, market and monetary fluctuations (including global markets and
international monetary fluctuations); (4) the timely development of and
acceptance of new products and services of the Corporation and the perceived
overall value of these products and services by users, including the features,
pricing and quality compared to competitors' products and services; (5) the
willingness of users to substitute competitors' products and services for the
Corporation's products and services; (6) the success of the Corporation in
gaining regulatory approval of its products and services, when required; (7) the
impact of changes in financial services' laws and regulations (including laws
concerning taxes, banking, securities and insurance); (8) technological changes,
including the impact of the Year 2000 computer systems problem; (9) changes in
consumer spending and saving habits; (10) the impact of acquisitions on the
Corporation, including the success of the Corporation in fully realizing or
realizing within the expected time frames expected cost savings and/or revenue
enhancements; (11) the impact of changes in accounting policies by the
Securities and Exchange Commission; and (12) the success of the Corporation at
managing the risks involved in the foregoing. Additional information with
respect to factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements is included in the reports filed
by the Corporation with the Securities and Exchange Commission.
The Corporation cautions that the foregoing list of important factors
is not exclusive, and neither such list nor any such forward-looking statement
takes into account the impact that any future acquisitions may have on the
Corporation and any such forward-looking statement. In addition, the Corporation
does not intend to update any forward-looking statement, whether written or
oral, relating to the matters discussed in the News Release and herein.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99) The News Release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: January 26, 1999 By: /s/ Kent S. Hathaway
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Name: Kent S. Hathaway
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
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(99) The News Release.
Exhibit 99
Tuesday Media Contact: Mary Eshet
January 26, 1999 704-383-7777 (office)
704-366-6492 (home)
Investor Contact: Alice Lehman
704-374-4139
Herb Althouse
704-383-9404
FIRST UNION ELIMINATES GAIN ON SALE TREATMENT
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CHARLOTTE - First Union announced today it is eliminating gain on sale treatment
for securitization activities related to B and C home equity loans. This
decision was made to reduce potential earnings volatility going forward.
"While this action has no impact on the economics of B and C home equity
lending, we estimate it will reduce earnings for 1999 by approximately eight
to twelve cents per share. For the year 2000 and beyond, the financial impact on
reported earnings will be positive," said Edward E. Crutchfield, First Union
chairman and chief executive officer.
"This accounting change, uncertainty in the economy and our continued
investments in strategic initiatives led us to conclude that an operating
earnings per share growth goal in the mid to high single digits in 1999 is
appropriate at this time," Crutchfield said. "Achieving this goal would result
in an estimated return on equity of 22 percent."
First Union reported operating earnings per share of $.83 and $3.77,
respectively, for the first quarter and the full year of 1998.
This news release contains various forward-looking statements. A discussion of
various factors, including factors beyond the company's control, that could
cause First Union's results to differ materially from those expressed in such
forward looking statements is included in First Union's Form 8-K, dated January
26, 1999, filed with the Securities and Exchange Commission.
