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) December 19, 2000
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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 December 19, 2000, the Board of Directors of First Union Corporation
(the "Corporation") adopted a new shareholder protection rights plan, which will
replace the Corporation's existing rights plan when it expires on December 28,
2000. In connection with such adoption, the Board declared a dividend payable
December 28, 2000, of one right (a "Right") for each outstanding share of common
stock, par value $3.33 1/3 per share, of the Corporation held of record at the
close of business on December 28, 2000, or issued thereafter and prior to the
Separation Time (as defined in the Rights Agreement (as hereinafter defined)
filed as Exhibit 4) and thereafter pursuant to options and convertible
securities outstanding at the Separation Time. The Rights are being issued
pursuant to a Shareholder Protection Rights Agreement, dated as of December 19,
2000 (the "Rights Agreement"), between the Corporation and First Union National
Bank, as Rights Agent. The Rights Agreement was not adopted in response to any
pending or threatened effort to acquire control of the Corporation.
The description of the Rights contained in the Corporation's
Registration Statement on Form 8-A, dated December 20, 2000, is incorporated
herein by reference.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the form of Articles of
Amendment relating to the terms of the Participating Preferred Stock) is filed
as an exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to the Rights Agreement
and the exhibits thereto.
Separately, the Corporation today 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, and any public statements by the Corporation
with respect to the News Release may contain, 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, earnings per share, revenue, expenses, and the growth
rate in such items and (b) capital ratios, 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
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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 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 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(4) Rights Agreement, which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise and as Exhibit B
the form of Articles of Amendment relating to the terms of the
Participating Preferred Stock.
(99) Press Release, dated December 20, 2000, issued by the
Corporation.
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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: December 20, 2000 By: /s/ Ross E. Jeffries, Jr.
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Name: Ross E. Jeffries, Jr.
Title: Senior Vice President
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Exhibit Index
Exhibit No. Description
(4) Rights Agreement, which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise and as Exhibit B
the form of Articles of Amendment relating to the terms of the
Participating Preferred Stock.
(99) Press Release, dated December 20, 2000, issued by the
Corporation.
