As filed with the Securities and Exchange Commission on July 29, 1999.
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
1999 Employee Stock 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> <C> <C> <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)
- --------------------------------------------------------------------------------------------------
Common Stock (including 39,000,000 shs. $47.15625 $1,839,093,750 $557,302
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
registration fee is being computed based upon $47.15625, the average of the high
and low prices reported on the New York Stock Exchange Composite Transactions
tape on July 27, 1999.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
by First Union Corporation (the "Corporation") are incorporated by reference in
this Registration Statement:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;
(ii) the Corporation's Quarterly Report on Form 10-Q for the period ended
March 31, 1999; and
(iii) the Corporation's Current Reports on Form 8-K dated as of January
26, 1999, March 19, 1999 and May 25, 1999.
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 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 revised North Carolina Business
Corporation Act (the "NCBCA"), 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 against reasonable expenses 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
2
<PAGE>
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 or liable on
the basis of receiving a personal benefit, 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.
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 NCBCA, 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) -Restated Articles of Incorporation of the Corporation.
(Incorporated by reference to Exhibit (4) to the Corporation's
1998 Third Quarter Report on Form 10-Q.)
(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) -Shareholder Protection Rights Agreement, as amended and
restated. (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 LLP.
(23)(b) -Consent of Marion A. Cowell, Jr., Esq. (Included in Exhibit
(5).)
(24) -Power of Attorney.
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.
5
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(H) REQUEST FOR ACCELERATION OF EFFECTIVE DATE 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, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on July 29,
1999.
FIRST UNION CORPORATION
By: /s/ Kent S. Hathaway
--------------------------
Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
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
Edward E. Crutchfield Director
Robert T. Atwood * Executive Vice President
------------------------- and Chief Financial
Robert T. Atwood Officer
James H. Hatch * Senior Vice President and
------------------------- Corporate Controller
James H. Hatch (Principal Accounting
Officer)
------------------------- Director
Edward E. Barr
G. Alex Bernhardt * Director
-------------------------
G. Alex Bernhardt
W. Waldo Bradley * Director
-------------------------
W. Waldo Bradley
7
<PAGE>
Robert J. Brown * Director
-------------------------
Robert J. Brown
------------------------ Director
Erskine B. Bowles
A. Dano Davis * Director
------------------------
A. Dano Davis
------------------------ Director
Norwood H. Davis
R. Stuart Dickson * Director
------------------------
R. Stuart Dickson
B. F. Dolan * Director
------------------------
B. F. Dolan
Roddey Dowd, Sr.* Director
------------------------
Roddey Dowd, Sr.
John R. Georgius * Director
------------------------
John R. Georgius
------------------------ Director
Arthur M. Goldberg
William H. Goodwin, Jr. * Director
------------------------
William H. Goodwin, Jr.
Frank M. Henry * Director
------------------------
Frank M. Henry
------------------------ Director
James E.S. Hynes
8
<PAGE>
------------------------ Director
Ernest E. Jones
------------------------ Director
Herbert Lotman
Radford D. Lovett * Director
------------------------
Radford D. Lovett
Mackey J. McDonald * Director
------------------------
Mackey J. McDonald
------------------------ Director
Patricia A. McFate
Joseph Neubauer * Director
-----------------------
Joseph Neubauer
Randolph N. Reynolds * Director
-----------------------
Randolph N. Reynolds
----------------------- Director
James M. Seabrook
Ruth G. Shaw * Director
-----------------------
Ruth G. Shaw
Charles M. Shelton, 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: July 29, 1999
9
<PAGE>
EXHIBIT INDEX
Number Description Location
- ------ ----------- --------
(3)(a) -Restated Articles of Incorporated by
Incorporation of the reference to Exhibit (4) to
Corporation. the Corporation's 1998 Third
Quarter Report on Form 10-Q.
(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) -Shareholder Protection Rights Incorporated by
Agreement, as amended and reference to Exhibit (4)
restated. 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 LLP. Filed herewith.
(23)(b) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
Exhibit (5)
July 29, 1999
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 39,000,000 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 1999 Employee Stock 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,
/s/ Marion A. Cowell, Jr.
Exhibit (23)(a)
CONSENT OF KPMG 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 14,
1999, relating to the consolidated balance sheets of First Union Corporation and
subsidiaries as of December 31, 1998 and 1997, 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, 1998, which report appears
in the 1998 Annual Report to Stockholders which is incorporated by reference in
First Union Corporation's 1998 Form 10-K which is incorporated by reference in
this Registration Statement.
KPMG LLP
Charlotte, North Carolina
July 29, 1999
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 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, a Registration Statement 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 that are
issuable under the Corporation's 1999 Employee Stock Plan, and to sign any and
all amendments to such Registration Statement.
Signature Capacity
--------- --------
/s/ Edward E. Crutchfield Chairman and Chief
- --------------------------------- Executive Officer and
Edward E. Crutchfield Director
/s/ Robert T. Atwood Executive Vice President
- --------------------------------- and Chief Financial
Robert T. Atwood Officer
/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
1
<PAGE>
/s/ W. Waldo Bradley Director
- ---------------------------------
W. Waldo Bradley
/s/ Robert J. Brown Director
- ---------------------------------
Robert J. Brown
/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
2
<PAGE>
/s/ Jack A. Laughery Director
- ---------------------------------
Jack A. Laughery
/s/ Max Lennon Director
- ---------------------------------
Max Lennon
/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. Terracciano Director
- ---------------------------------
Anthony P. Terracciano
- --------------------------------- Director
Dewey L. Trogdon
3
<PAGE>
/s/ John D. Uible Director
- ---------------------------------
John D. Uible
/s/ B.J. Walker Director
- ---------------------------------
B.J. Walker
February 17, 1998
Charlotte, NC
4
