FIRST UNION CORP
8-K, 2000-11-15
NATIONAL COMMERCIAL BANKS
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                       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) November 14, 2000
                                                        ---------------------

                             First Union Corporation
             ------------------------------------------------------
             (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.)
<PAGE>
Item 5. Other Events.

         On November 14, 2000, First Union Corporation (the "Corporation")
issued the news release attached hereto as Exhibit (99) to this report (the
"News Release"). 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, without limitation, (i) statements
relating to certain of the Corporation's goals and expectations with respect to
(a) earnings per share in the fourth quarter of 2000, (b) loan classifications,
(c) possible loan charge off amounts, (d) possible loan mark-to-market amounts,
and (e) loan charge off amounts for the full year 2000, and (ii) statements
preceded by, followed by or that include the words "may", "could", "would",
"should", "believes", "expects", "anticipates", "estimates", "intends", "plans",
"targets" or similar expressions. These forward-looking statements involve
certain risks and uncertainties that are subject to change based on various
factors (many 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 may be different than expected
resulting in, among other things, a deterioration in credit quality or a reduced
demand for credit, including the resultant effect on the Corporation's loan
portfolio and allowance for loan losses; (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; (4) adverse conditions in the stock
market, the public debt market and other capital markets and the impact of such
conditions on the Corporation's capital markets and capital management
activities, including, without limitation, the Corporation's mergers and
acquisition advisory business, equity and debt underwriting activities, private
equity investment activities, derivative securities activities, investment and
wealth management advisory businesses, and brokerage activities; (5) the timely
development of competitive new products and services by the Corporation and the
acceptance of these products and services by new and existing customers; (6) the
willingness of customers to accept third party products marketed by the
Corporation; (7) the willingness of customers to substitute competitors'
products and services for the Corporation's products and services and vice
versa; (8) the impact of changes in financial services' laws and regulations
(including laws concerning taxes, banking, securities and insurance); (9)
technological changes; (10) changes in consumer spending and saving habits; (11)
the effect of corporate restructuring, acquisitions and/or dispositions,
including, without limitation, the actual restructuring and other charges
related thereto and the failure to achieve the expected gains, revenue growth
and/or expense savings from such corporate restructuring, acquisitions and/or
dispositions; (12) the growth and profitability of the Corporation's noninterest
or fee income being less than expected; (13) unanticipated regulatory or
judicial proceedings; (14) the impact of changes in accounting policies by the
Securities and Exchange Commission; (15) adverse changes in the financial
performance and/or condition of the Corporation's borrowers which could impact
the repayment of such borrowers' outstanding

<PAGE>

loans; and (16) 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 factors is not
exclusive. The Corporation does not intend to update any forward-looking
statement, whether written or oral, relating to the matters discussed in the
News Release.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

              (99)   The News Release
<PAGE>
                                   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: November 15, 2000            By:  /s/ Kent S. Hathaway
                                                --------------------------------
                                                 Name: Kent S. Hathaway
                                                 Title:   Senior Vice President

<PAGE>
                                  Exhibit Index


         Exhibit No.                                 Description
         -----------                                 -----------

         (99)                                        The News Release


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